AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2000

REGISTRATION NO. 333-91839
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO FORM S-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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LENDINGTREE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 7370 25-1795344
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)

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6701 CARMEL ROAD, SUITE 205
CHARLOTTE, NORTH CAROLINA 28226
(704) 541-5351
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
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MR. DOUGLAS R. LEBDA
CHIEF EXECUTIVE OFFICER
LENDINGTREE, INC.
6701 CARMEL ROAD, SUITE 205
CHARLOTTE, NORTH CAROLINA 28226
(704) 541-5351
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Copies to:

DAVID J. GOLDSCHMIDT, ESQ. MICHAEL J. SCHIAVONE, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ALAN L. JAKIMO, ESQ.
FOUR TIMES SQUARE BROWN & WOOD LLP
NEW YORK, NEW YORK 10036 ONE WORLD TRADE CENTER
(212) 735-3000 NEW YORK, NY 10048
(212) 839-5300

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. []

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. []
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If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. []
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If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. []
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. []
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE(1) FEE(1)(3)
Common Stock, par value $0.01 per share
(including the associated Rights to
purchase Series A Junior Participating
Preferred Stock)(2)..................... 4,197,500 $12 $50,370,000 $13,298

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(1) Estimated pursuant to Rule 457(o) under the Securities Act of 1933, as
amended, solely for the purpose of computing the amount of the registration
fee.

(2) The Rights to purchase shares of our Series A Junior Participating Preferred
Stock initially are attached to and trade with the shares of our common
stock being registered hereby. Value attributed to such Rights, if any, is
reflected in the market price of our common stock.

(3) $8,340 of the registration fee was paid previously in connection with the
initial filing of the Registration Statement on December 1, 1999 and $4,958
of the registration fee was previously paid in connection with the filing of
Amendment No. 1 on January 11, 2000.

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
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2

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth an estimate of the costs and expenses, other
than the underwriting discounts and commissions, payable by the Registrant in
connection with the sale of the common stock being registered.

AMOUNT
TO BE PAID
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SEC registration fee........................................ $ 13,298
NASD filing fee............................................. 17,500
Nasdaq National Market listing fee.......................... 95,000
Legal fees and expenses..................................... 500,000
Accounting fees and expenses................................ 300,000
Printing and engraving...................................... 500,000
Blue sky fees and expenses (including legal fees)........... 10,000
Transfer agent fees......................................... 20,000
Premiums for director and officer insurance................. 250,000
Miscellaneous............................................... 294,202
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Total............................................. $2,000,000

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 102 of the Delaware General Corporation Law ("DGCL"), as amended,
allows a corporation to eliminate the personal liability of directors of a
corporation to the corporation or its stockholders for monetary damages for a
breach of fiduciary duty as a director, except where the director breached his
duty of loyalty, failed to act in good faith, engaged in intentional misconduct
or knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained an improper
personal benefit.

Section 145 of the DGCL provides, among other things, that the Company may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (other than
an action by or in the right of the Company) by reason of the fact that the
person is or was a director, officer, agent or employee of the Company or is or
was serving at the Company's request as a director, officer, agent, or employee
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgment, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding. The power to indemnify applies (a) if such
person is successful on the merits or otherwise in defense of any action, suit
or proceeding, or (b) if such person acted in good faith and in a manner he
reasonably believed to be in the best interest, or not opposed to the best
interest, of the Company, and with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The power to
indemnify applies to actions brought by or in the right of the Company as well,
but only to the extent of defense expenses (including attorneys' fees but
excluding amounts paid in settlement) actually and reasonably incurred and not
to any satisfaction of judgment or settlement of the claim itself, and with the
further limitation that in such actions no indemnification shall be made in the
event of any adjudication of negligence or misconduct in the performance of his
duties to the Company, unless the court believes that in light of all the
circumstances indemnification should apply.

Section 174 of the DGCL provides, among other things, that a director, who
willfully or negligently approves of an unlawful payment of dividends or an
unlawful stock purchase or redemption, may be held liable for such actions. A
director who was either absent when the unlawful actions were approved or
dissented at the time, may avoid liability by causing his or her dissent to such
actions to be entered in the

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books containing the minutes of the meetings of the board of directors at the
time such action occurred or immediately after such absent director receives
notice of the unlawful acts.

Our Amended and Restated Certificate of Incorporation includes a provision
that eliminates the personal liability of its directors for monetary damages for
breach of fiduciary duty as a director, except for liability:

- for any breach of the director's duty of loyalty to LendingTree or its
stockholders;

- for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;

- under section 174 of the Delaware General Corporation Law regarding
unlawful dividends and stock purchases; or

- for any transaction from which the director derived an improper personal
benefit.

These provisions are permitted under Delaware law.

Our Amended and Restated Bylaws provide that:

- we must indemnify our directors and officers to the fullest extent
permitted by Delaware law;

- we may indemnify our other employees and agents to the same extent that
we indemnified our officers and directors, unless otherwise determined by
our Board of Directors; and

- we must advance expenses, as incurred, to our directors and executive
officers in connection with a legal proceeding to the fullest extent
permitted by Delaware Law.

The indemnification provisions contained in the Company's Amended and
Restated Certificate of Incorporation and Amended and Restated Bylaws are not
exclusive of any other rights to which a person may be entitled by law,
agreement, vote of stockholders or disinterested directors or otherwise. In
addition, the Company maintains insurance on behalf of its directors and
executive officers insuring them against any liability asserted against them in
their capacities as directors or officers or arising out of such status.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

From our inception in June of 1996, until October 1997, we were financed
through contributions from our founders and through issuances of common stock.
In return for their contributions, our founders received certain amounts of our
common stock. The number of shares and prices per share indicated below have
been adjusted to reflect a two for one stock split which occurred in March 1998
and a 1.27-for-1 stock split effected prior to this offering. The sales and
issuances of securities in each of these transactions and those that follow were
exempt from registration under the Securities Act pursuant to Section 4(2)
thereof, on the basis that the transactions did not involve a public offering.
No underwriters were involved in connection with these sales and issuances.

In October 1997, we sold 558,449 shares of our common stock at a price of
approximately $1.43 per share in exchange for an aggregate price of $800,000 to
ten investors, including 209,550 shares to Richard Field and 69,778 shares to W.
James Tozer, Jr., both of whom are currently directors, and 69,781 shares to
Donald Colby, a former director.

In November 1997, we issued 2,540 shares of our common stock at a price of
approximately $3.15 per share to a consultant in exchange for $8,000 of services
rendered.

In March 1998, we sold 564,443 shares of our common stock to Phoenix
Strategic Capital and an additional 282,224 shares of our common stock to
Theodore Kheel, Jeffrey Hughes, John Prince and William Shiebler at a price of
approximately $3.54 per share in exchange for an aggregate price of $3,000,000.

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In March 1998, Phoenix Strategic Capital provided us with a $1.0 million
line of credit. In connection with this transaction Phoenix Strategic Capital
received a warrant to purchase 9,525 shares of our common stock at an exercise
price of approximately $4.72 per share.

In July 1998, we sold 42,332 shares of our common stock at a price of
approximately $4.72 per share to H. Eugene Lockhart, a former director, in
exchange for $200,000.

In August 1998, we issued 2,937 shares of our common stock at a price of
approximately $4.72 per share to two persons in exchange for $13,875 of services
rendered.

In November 1998, we sold 152,400 shares of our common stock at a price of
approximately $4.72 per share to three investors for an aggregate price of
$720,000, including 12,700 shares which were sold to James Carthaus, who is
currently a director. We also issued 12,700 shares to an employee at a price of
approximately $4.72 per share in exchange for $60,000 of services rendered.

In December 1998, we sold 833,334 shares of our Series A convertible
preferred stock at a price of $6.00 per share and a warrant to purchase 260,000
shares of our Series A convertible preferred stock at an exercise price of $6.00
per share to The Union Labor Life Insurance Company in exchange for an aggregate
price of $5,000,000. We granted a warrant to purchase 63,500 shares of our
common stock at an exercise price of approximately $4.72 per share to Seacris
Group, Ltd. in exchange for services rendered in connection with the December
1998 private placement. In March 1999, we sold an additional 500,000 shares of
our Series A convertible preferred stock at a price of $6.00 per share and a
warrant to purchase 40,000 shares of our Series B convertible preferred stock at
an exercise price of $9.00 per share to The Union Labor Life Insurance Company
in exchange for a total price of $3,000,000.

In May 1999, we sold 333,334 shares of our Series A convertible preferred
stock at a price of $6.00 per share and warrants to purchase 33,020 shares of
our common stock at an exercise price of approximately $7.87 per share to W.
James Tozer, Jr. and Richard Field, both of whom are currently directors, in
exchange for an aggregate price of $2,000,000.

In July 1999, we issued 8% convertible promissory notes in an aggregate
principal amount of $1,750,000 and warrants to purchase 53,340 shares of our
common stock to Hovde Financial Institution Partners II, L.P., Hovde Investment
Corp., L.L.C., Norman Garrity, William N. Schiebler, Barbara A. and Peter A.
Georgescu, and John B. Prince in exchange for an aggregate price of $1,750,000
of which Norman Garrity, a family member of Douglas Lebda, provided $500,000 of
the financing and received a warrant to purchase 15,240 shares.

In July 1999, we issued 6,350 shares of our common stock at a price of
approximately $4.72 per share to an employee in exchange for $30,000 for
services rendered.

In September 1999, we sold 6,024,096 shares of our Series D convertible
preferred stock at a price per share of $8.30 for a total price of $50,000,000
to Capital Z, The Goldman Sachs Group, Inc., General Electric, priceline.com
Incorporated and Marsh & McLennan Risk Capital.

In connection with the September 1999 transaction, the warrants to purchase
series A and series B convertible preferred stock held by The Union Labor Life
Insurance Company were exchanged for a warrant to purchase 381,000 shares of our
common stock at an exercise price of approximately $4.72 per share, and the
convertible promissory notes with a face amount of $1,750,000 held by investors
were exchanged for 214,076 shares of Series D convertible preferred stock. We
redeemed 282,222, 127,000 and 539,750 shares of common stock at a price per
share of approximately $6.30, from Phoenix Strategic Capital Corp., Donald Colby
and Robert Wilson, respectively, for a total price of $5,977,776. In addition,
we granted a warrant to purchase 127,000 shares of common stock at an exercise
price of approximately $7.52 per share valued at $450,000 to Prudential
Securities Inc. in exchange for services rendered in connection with the
September 1999 private placement. In January 2000, Prudential agreed to exchange
the warrant for a new warrant to purchase 127,000 shares of common stock at an
exercise price equal to the price paid by public investors in the offering
pursuant to its role as an underwriter.

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In November 1999, we issued 78,633 shares of our Series A convertible
preferred stock to The Union Labor Life Insurance Company and an aggregate of
9,184 shares of our Series A convertible preferred stock to W. James Tozer, Jr.
and Richard Field to satisfy $527,000 of accrued dividends.

From time to time, we have granted stock options to employees. No
underwriters were involved in connection with these sales and issuances. The
sales and issuances of these securities were exempt from registration under the
Securities Act pursuant to Rule 701 promulgated thereunder on the basis that
these options were offered and sold either pursuant to a written compensatory
benefit plan or pursuant to written contracts relating to consideration, as
provided by Rule 701 of the Securities Act. The following table sets forth
information regarding the grants during the past three fiscal years:

NUMBER OF WEIGHTED AVERAGE
SHARES GRANTED EXERCISE PRICE
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January 1, 1997 through December 31, 1997...... 1,417,825 $1.07
January 1, 1998 through December 31, 1998...... 814,067 $4.70
January 1, 1999 through December 31, 1999...... 1,720,701 $5.43

In March 1999, Mitchell York, our former president, exercised an option to
purchase 25,400 shares of our common stock for approximately $4.72 per share for
an aggregate of $120,000.

In September 1999, Donald Colby exercised an option to purchase 94,899
shares of our common stock for $1.43 per share. We repurchased 57,219 shares of
the common stock for a price of $6.30 share.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits.

NUMBER DESCRIPTION
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NUMBER DESCRIPTION
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10.11** Warrant to purchase 13,000 shares of Common Stock issued to
W. James Tozer, Jr., dated May 25, 1999, as amended
September 20, 1999.
10.12** Form of Warrant to grant a right to purchase an aggregate of
42,000 shares of Common Stock issued to five individual
investors, dated July 13, 1999.
10.13** Warrant to Purchase 300,000 shares of Common Stock issued to
The Union Labor Life Insurance Company, dated September 20,
1999.
10.14** Warrant to Purchase 100,000 shares of Common Stock issued to
Prudential, dated September 20, 1999.
10.15** Co-Branded Site Agreement between LendingTree, Inc. and
CNBC.com LLC, dated as of January 14, 2000.
10.16** Warrant to Purchase 150,000 shares of Common Stock issued to
CNBC.com LLC, dated January 14, 2000.
23.1** Consent of PricewaterhouseCoopers LLP
23.2* Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.1).
24.1** Powers of Attorney.
27.1** Financial Data Schedule.

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* To be supplied by amendment

** Filed by previous amendment

(b) Financial Statement Schedules.

None.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the purchase agreement, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424 (b)(1) or (4), or 497(h)
under the Securities Act of 1933, shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and this offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Charlotte,
State of North Carolina, on this 18th day of January, 2000.

LENDINGTREE, INC.

By: /s/ DOUGLAS R. LEBDA
------------------------------------
Name: Douglas R. Lebda
Title: Chief Executive Officer and
Director

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated and on the date below:

SIGNATURE TITLE(S) DATE
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/s/ DOUGLAS R. LEBDA Chief Executive Officer January 18, 2000
--------------------------------------------------- and Director (principal
Douglas R. Lebda executive officer)

* Senior Vice President and January 18, 2000
--------------------------------------------------- Chief Financial Officer
Keith B. Hall

* Vice President and January 18, 2000
--------------------------------------------------- Controller
Brian Regan

* Director January 18, 2000
---------------------------------------------------
James A. Carthaus

* Director January 18, 2000
---------------------------------------------------
Richard Field

* Director January 18, 2000
---------------------------------------------------
Robert Kennedy

* Director January 18, 2000
---------------------------------------------------
Daniel Charles Lieber

* Director January 18, 2000
---------------------------------------------------
Adam Mizel

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SIGNATURE TITLE(S) DATE
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* Director January 18, 2000
---------------------------------------------------
W. James Tozer, Jr.

*By: /s/ DOUGLAS R. LEBDA
---------------------------------------------
Douglas R. Lebda
Attorney-in-Fact

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INDEX TO EXHIBITS

NUMBER DESCRIPTION
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1.1* Form of Purchase Agreement.
3.1** Form of Amended and Restated Certificate of Incorporation to
be in effect upon the closing of this offering.
3.2** Form of Amended and Restated Bylaws to be in effect upon the
closing of this offering.
4.1* Specimen Common Stock certificate.
4.2** Form of LendingTree's Rights Plan.
5.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
10.1** Employment Agreement between LendingTree, Inc. and Douglas
R. Lebda, dated September 2, 1999.
10.2** Employment Agreement between LendingTree, Inc. and Thomas J.
Reddin, dated November 26, 1999.
10.3* 1999 Stock Option Plan of LendingTree, Inc., dated November
20, 1999.
10.4** 1998 Stock Option Plan of LendingTree, Inc., dated February
3, 1998.
10.5** 1997 Stock Option Plan of CreditSource USA, Inc. (formerly
known as Lewisburg Ventures, Inc. and a predecessor to
LendingTree, Inc.), dated January 15, 1997.
10.6** Internet, Marketing and Licensing Agreement between
LendingTree, Inc. and priceline.com Incorporated, dated as
of August 1, 1998 (incorporated herein by reference to
Exhibit 10.13 of Amendment No. 1 to Priceline.com's
Registration Statement on Form S-1, File No. 333-69657 filed
February 16, 1999).
10.7** Registration Rights Agreement, dated September 20, 1999.
10.8** Warrant to Purchase 7,500 shares of Common Stock issued to
Phoenix Strategic Capital, dated November 30, 1998.
10.9** Warrant to Purchase 50,000 shares of Common Stock issued to
Seacris Group, Ltd., dated December 9, 1998.
10.10** Form of Warrant to purchase 13,000 shares of Common Stock
issued to Richard D. Field, dated May 25, 1999, as amended
September 20, 1999.
10.11** Warrant to purchase 13,000 shares of Common Stock issued to
W. James Tozer, Jr., dated May 25, 1999, as amended
September 20, 1999.
10.12** Form of Warrant to grant a right to purchase an aggregate of
42,000 shares of Common Stock dated July 13, 1999.
10.13** Warrant to Purchase 300,000 shares of Common Stock issued to
The Union Labor Life Insurance Company, dated September 20,
1999.
10.14** Warrant to Purchase 100,000 shares of Common Stock issued to
Prudential, dated September 20, 1999.
10.15 Co-Branded Site Agreement between LendingTree, Inc. and
CNBC.com LLC, dated as of January 14, 2000.
10.16 Warrant to Purchase 150,000 shares of Common Stock issued to
CNBC.com LLC, dated January 14, 2000.
23.1** Consent of PricewaterhouseCoopers LLP
23.2* Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.1).
24.1** Powers of Attorney.
27.1** Financial Data Schedule.

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* To be supplied by amendment.

** Filed by previous amendment.