SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K
                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934


    Date of Report (Date of earliest event reported) : January 12, 2000


                       Precision Response Corporation
           (Exact name of Registrant as specified in its charter)


    Florida                 0-20941                   59-2194806
   (State of            (Commission File No.)       (IRS Employer
  Incorporation)                                    Identification Number)


                           1505 N.W. 167th Street
                            Miami, Florida 33169
        (Address of principal executive offices, including zip code)


                               (305) 816-4600
            (Registrant's telephone number, including area code)


                               Not Applicable
       (Former name or former address, if changed since last report)



Item 5.     Other Events

            On January 12, 2000, Precision Response Corporation (the
"Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") by and among the Company, USA Networks, Inc., a Delaware
corporation ("Buyer"), and P Acquisition Corp., a Delaware corporation and
a wholly owned subsidiary of Buyer ("Newco"), pursuant to which Newco would
be merged with and into the Company (the "Merger"), with the Company
remaining as the surviving corporation in the Merger. Upon consummation of
the Merger, each share of Company common stock will be converted into 0.54
shares of Buyer common stock.

            Consummation of the Merger Agreement is subject to certain
terms, conditions (including the expiration or earlier termination of any
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976) and termination rights specified in the Merger
Agreement. In particular, the Company may elect to terminate the Merger
Agreement if the volume-weighted average sales price per share of Buyer
common stock on the twenty consecutive trading days ending on the second
trading day prior to the Company's special meeting of stockholders (to be
convened to consider and take action upon the Merger Agreement) is less
than $37.04. If the Company makes such election, Buyer may, however, elect
to increase the exchange ratio at the time so that the price per share of
Company common stock to be received by the Company's stockholders is $20
per share, in which case the Company's termination election will be deemed
to be rescinded.

            In connection with the execution of the Merger Agreement, Mark
J. Gordon and certain affiliates of Mark J. Gordon, David L. Epstein and
Richard D. Mondre (such individuals being the chairman, chief executive
officer and general counsel respectively of the Company), who collectively
hold 11,848,730 shares of Company common stock (representing approximately
54% of the currently outstanding Company common stock), have entered into a
stockholders agreement, a copy of which is attached as Exhibit 2.2 hereto
and incorporated by reference herein (the "Stockholders Agreement"), with
Buyer, pursuant to which such stockholders have agreed to vote their shares
of Company common stock in favor of the Merger and the approval of the
Merger Agreement. The Stockholders Agreement will terminate among other
events, on the termination of the Merger Agreement in accordance with its
terms.

            Buyer has also entered into an agreement with substantially the
same stockholders who signed the Stockholders Agreement pursuant to which
it has agreed to keep effective for up to one year from closing of the
Merger a shelf registration statement covering block sales, if any, by such
stockholders.

            A copy of the Merger Agreement is filed herewith as Exhibit 2.1
and incorporated by reference herein. The description of certain terms of
the Merger Agreement set forth herein does not purport to be complete and
is qualified in its entirety by the provisions of the Merger Agreement.

            On the date of the Merger Agreement, the Company and Buyer
issued a press release concerning the execution of the Merger Agreement, a
copy of which is attached hereto as Exhibit 99.1 and is hereby incorporated
by reference.

Item 7.           Financial Statements and Exhibits

            2.1   Agreement and Plan of Merger, dated as of January 12,
                  2000, by and among Precision Response Corporation, USA
                  Networks, Inc. and P Acquisition Corp.

            2.2   Stockholders Agreement, dated as of January 12, 2000, by
                  and among USA Networks, Inc. and each of the stockholders
                  listed on Schedule I thereto.

            99.1  Press Release of the Company and Buyer, dated January 12,
                  2000.


                                 SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                              Precision Response Corporation


                              By:   /s/ Richard D. Mondre
                                   -------------------------
                              Name:  Richard D. Mondre
                              Title: Executive Vice President, General
                                     Counsel and Secretary

Date:  January 13, 2000



                               EXHIBIT INDEX




Exhibit                                                       Page in
   No.                                                       Sequential
                                                             Numbering
                                                              System

2.1   Agreement and Plan of Merger, dated as of January 12,
      2000, among Precision Response Corporation, USA
      Networks, Inc. and P Acquisition Corp.

2.2   Stockholders Agreement, dated as of January 12, 2000,
      by and among USA Networks, Inc. and each of the
      stockholders listed on Schedule I thereto

99.1  Press Release of the Company and Buyer, dated January
      12, 2000
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 6354}]
{"company-data": {"conformed-name": "PRECISION RESPONSE CORP", "cik": "0001013058", "assigned-sic": "7389", "irs-number": "592194806", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20941", "film-number": "507178"}, "business-address": {"street1": "1525 N.W. 167TH ST", "city": "MIAMI", "state": "FL", "zip": "33169", "phone": "3056264600"}, "mail-address": {"street1": "1525 N W 167TH ST", "city": "MIAMI", "state": "FL", "zip": "33169"}}
SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K
                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported) : January 12, 2000

                       Precision Response Corporation
           (Exact name of Registrant as specified in its charter)

    Florida                 0-20941                   59-2194806
   (State of            (Commission File No.)       (IRS Employer
  Incorporation)                                    Identification Number)

                           1505 N.W. 167th Street
                            Miami, Florida 33169
        (Address of principal executive offices, including zip code)

                               (305) 816-4600
            (Registrant's telephone number, including area code)

                               Not Applicable
       (Former name or former address, if changed since last report)

Item 5.     Other Events

            On January 12, 2000, Precision Response Corporation (the
"Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") by and among the Company, USA Networks, Inc., a Delaware
corporation ("Buyer"), and P Acquisition Corp., a Delaware corporation and
a wholly owned subsidiary of Buyer ("Newco"), pursuant to which Newco would
be merged with and into the Company (the "Merger"), with the Company
remaining as the surviving corporation in the Merger. Upon consummation of
the Merger, each share of Company common stock will be converted into 0.54
shares of Buyer common stock.

            Consummation of the Merger Agreement is subject to certain
terms, conditions (including the expiration or earlier termination of any
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976) and termination rights specified in the Merger
Agreement. In particular, the Company may elect to terminate the Merger
Agreement if the volume-weighted average sales price per share of Buyer
common stock on the twenty consecutive trading days ending on the second
trading day prior to the Company's special meeting of stockholders (to be
convened to consider and take action upon the Merger Agreement) is less
than $37.04. If the Company makes such election, Buyer may, however, elect
to increase the exchange ratio at the time so that the price per share of
Company common stock to be received by the Company's stockholders is $20
per share, in which case the Company's termination election will be deemed
to be rescinded.

            In connection with the execution of the Merger Agreement, Mark
J. Gordon and certain affiliates of Mark J. Gordon, David L. Epstein and
Richard D. Mondre (such individuals being the chairman, chief executive
officer and general counsel respectively of the Company), who collectively
hold 11,848,730 shares of Company common stock (representing approximately
54% of the currently outstanding Company common stock), have entered into a
stockholders agreement, a copy of which is attached as Exhibit 2.2 hereto
and incorporated by reference herein (the "Stockholders Agreement"), with
Buyer, pursuant to which such stockholders have agreed to vote their shares
of Company common stock in favor of the Merger and the approval of the
Merger Agreement. The Stockholders Agreement will terminate among other
events, on the termination of the Merger Agreement in accordance with its
terms.

            Buyer has also entered into an agreement with substantially the
same stockholders who signed the Stockholders Agreement pursuant to which
it has agreed to keep effective for up to one year from closing of the
Merger a shelf registration statement covering block sales, if any, by such
stockholders.

            A copy of the Merger Agreement is filed herewith as Exhibit 2.1
and incorporated by reference herein. The description of certain terms of
the Merger Agreement set forth herein does not purport to be complete and
is qualified in its entirety by the provisions of the Merger Agreement.

            On the date of the Merger Agreement, the Company and Buyer
issued a press release concerning the execution of the Merger Agreement, a
copy of which is attached hereto as Exhibit 99.1 and is hereby incorporated
by reference.

Item 7.           Financial Statements and Exhibits

            2.1   Agreement and Plan of Merger, dated as of January 12,
                  2000, by and among Precision Response Corporation, USA
                  Networks, Inc. and P Acquisition Corp.

            2.2   Stockholders Agreement, dated as of January 12, 2000, by
                  and among USA Networks, Inc. and each of the stockholders
                  listed on Schedule I thereto.

            99.1  Press Release of the Company and Buyer, dated January 12,
                  2000.

                                 SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                              Precision Response Corporation

                              By:   /s/ Richard D. Mondre
                                   -------------------------
                              Name:  Richard D. Mondre
                              Title: Executive Vice President, General
                                     Counsel and Secretary

Date:  January 13, 2000

                               EXHIBIT INDEX

Exhibit                                                       Page in
   No.                                                       Sequential
                                                             Numbering
                                                              System

2.1   Agreement and Plan of Merger, dated as of January 12,
      2000, among Precision Response Corporation, USA
      Networks, Inc. and P Acquisition Corp.

2.2   Stockholders Agreement, dated as of January 12, 2000,
      by and among USA Networks, Inc. and each of the
      stockholders listed on Schedule I thereto

99.1  Press Release of the Company and Buyer, dated January
      12, 2000