FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Letizio Lisa
2. Date of Event Requiring Statement (Month/Day/Year)
02/23/2010
3. Issuer Name and Ticker or Trading Symbol
HSN, Inc. [HSNI]
(Last)
(First)
(Middle)
C/O HSN, INC., 1 HSN DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Human Resources
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ST. PETERSBURG, FL 33729
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 per share 10,955
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units 02/06/2011   (1) Common Stock, par value $0.01 per share 2,710 $ 0 D  
Restricted Stock Units 02/16/2011   (2) Common Stock par value $0.01 per share 2,646 $ 0 D  
Restricted Stock Units 02/25/2012   (3) Common Stock, par value $0.01 per share 9,272 $ 0 D  
Restricted Stock Units 02/24/2013   (4) Common Stock, par value $0.01 per share 3,502 $ 0 D  
Stock Appreciation Rights 12/22/2010(5) 12/22/2018 Common Stock, par value $0.01 per share 22,500 $ 5.76 D  
Stock Appreciation Rights 02/25/2010(6) 02/25/2019 Common Stock, par value $0.01 per share 18,543 $ 4.24 D  
Stock Appreciation Rights 02/24/2011(7) 02/24/2020 Common Stock, par value $0.01 per share 16,185 $ 19.99 D  
Options to Purchase Common Stock 08/20/2008 12/18/2010 Common Stock, par value $0.01 per share 999 $ 14.82 D  
Options to Purchase Common Stock 08/20/2008(8) 01/31/2018 Common Stock, par value $0.01 per share 55,828 $ 16.46 D  
Options to Purchase Common Stock 08/20/2008 04/25/2011 Common Stock, par value $0.01 per share 1,249 $ 17.95 D  
Options to Purchase Common Stock 08/20/2008 12/16/2011 Common Stock, par value $0.01 per share 2,400 $ 18.96 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Letizio Lisa
C/O HSN, INC.
1 HSN DRIVE
ST. PETERSBURG, FL 33729
      EVP, Human Resources  

Signatures

Linda C. Frazier, as attorney-in-fact 02/25/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) All of such Restricted Stock Units vest on February 6, 2011. Vested shares will be delivered shortly after vesting.
(2) Such Restricted Stock Units vest in two equal annual installments on February 16, 2011 and February 16, 2012.
(3) All of such Restricted Stock Units vest on February 25, 2012. Vested shares will be delivered shortly after vesting.
(4) All of such Restricted Stock Units vest on February 24, 2013. Vested shares will be delivered shortly after vesting.
(5) The Stock Appreciation Rights vest in annual installments with 50% vesting on December 22, 2010 and 50% vesting on December 22, 2011.
(6) Of the 18,543 Stock Appreciation Rights, 6,181 have already vested and the balance vest equally over a two-year period beginning February 25, 2011.
(7) The Stock Appreciation Rights vest equally over a three year period beginning on February 24, 2011.
(8) Of such 55,828 options, 27,914 are currently exercisable, 13,957 will become exercisable on January 31, 2011 and 13,957 will become exercisable on January 31, 2012.

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