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):  June 29, 2001

                             GenesisIntermedia, Inc.
               (Exact Name of Registrant as Specified in Charter)

         Delaware                               001-15029                            87-0591719
(State or other jurisdiction            (Commission File Number)                    (IRS Employer
    of incorporation)                                                             Identification No.)

5805 Sepulveda Boulevard,  Van Nuys, California                    91411
(Address of Principal Executive Offices)                          (Zip Code)

Registrant's telephone number, including area code:  (818) 902-4100

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)

Item 9.  Regulation FD Disclosure.

     On June 29, 2001, GenesisIntermedia, Inc. (the "Company") announced that it
had received a conditional  loan  commitment for a $100 million credit  facility
from  Riverdale  LLC, a company owned by Carl C. Icahn.  It also  announced that
concurrently  the parties  agreed to  principal  terms  relating  to  investment
banking  services to be provided by  Riverdale  or its  affiliates.  The Company
further announced that consummation of the financing  transactions is subject to
the  negotiation and execution of definitive  credit and security  documents and
that  consummation  of any  financings  under the facility would be subject to a
number of conditions,  including credit review of potential acquisition targets,
lender due diligence of the acquisitions and other conditions to be set forth in
any definitive credit agreement.

     The Company  also  announced  that,  in  conjunction  with the  conditional
commitment and investment banking services, the Company agreed to issue warrants
to purchase 4 million  shares of common  stock of the Company to  Riverdale  and
agreed to grant to  Riverdale  registration  rights  with  respect to the common
stock  issuable upon exercise of the warrants.  The Company also  announced that
concurrently  Mr.  El-Batrawi,  the  Company's  chairman,  agreed  to  grant  to
Riverdale options to acquire 1.5 million shares of common stock held by him. The
Company also announced that concurrent  with the Company's  agreement to grant 4
million warrants to Riverdale,  Mr.  El-Batrawi and Ultimate  Holdings,  Ltd., a
principal stockholder in the Company,  agreed to grant options to the Company to
purchase  common  stock held by them,  with the  exercise  prices of the options
equaling  the exercise  prices of the warrants to minimize  dilution to existing
shareholders in the event the warrants are exercised.

     Attached as Exhibit 99.1 is the press  release  issued by the Company dated
June 29, 2001, which is hereby incorporated by reference herein.

Item 7.   Financial Statements and Exhibits.

(c)      Exhibits.

         See Index to Exhibits on page 4.



     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.

                                       GENESISINTERMEDIA, INC.

Dated:  June 29, 2001                  By:  /s/ Ramy Y. El-Batrawi
                                           Ramy Y. El-Batrawi
                                           Chief Executive Officer and Chairman


                                INDEX TO EXHIBITS

Exhibit No.        Description

99.1               Press release dated June 29, 2001