The deal, valued at about $210 million, would essentially transfer Allen's stake in Ticketmaster to HSN. He will then have an 11 percent stake in the shopping network.

Under the agreement, HSN will issue approximately 7.2 million shares of HSN to Allen for about 12.3 million shares of Ticketmaster.

Home Shopping Network, whose chairman is Barry Diller, is planning to also acquire an additional 2.5 percent stake of Ticketmaster on the open market, giving it 50.1 percent of that company.

The two companies will continue to operate as separate entities.

Allen bought his Ticketmaster stock in 1993 and apparently feels that the company would be run better by Diller. Home Shopping Network is the nation's largest home shopping company and Diller has consistently increased his involvement with electronic commerce.

Diller said HSN was looking for greater extension of its electronic sales capabilities with the deal.

"As all forms of electronic commerce grow, the need for efficient transactional capability will exponentially grow and we intend to be an aggressive player in offering these services to the thousands of companies that will need them as they develop their own versions of interactive direct commerce," he said.

Ticketmaster recently came to legal blows with Microsoft, in which Allen still has a stake. The ticketing company filed suit against Microsoft's Seattle Sidewalk Web site, saying it linked to Ticketmaster's Web site without permission.

The discussions between Home Shopping Network and Ticketmaster appear to have begun prior to the legal dispute, however.

The boards of both companies approved the stock deal and completion of the transaction is expected in July of this year.

Ticketmaster is the exclusive ticket vendor for nearly two-thirds of the nation's venues and processes 1.8 billion ticket orders annually.