**THIS DOCUMENT IS A COPY OF THE QUARTERLY REPORT ON FORM 10-Q FILED ON FEBRUARY 14, 2001 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION
**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549**


**FORM 10-Q**
(Mark One)**[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934**
**for the quarterly period ended December 30, 2000**

**OR**

**[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934**
**For the transition period from ________to _________**
**Commission file number 0-24617**
**HUNGRY MINDS, INC.**
(Exact name of Registrant as specified in its Charter)

**Delaware**
**04-3078409**(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification Number)**909 Third AvenueNew York, New York    10022**(Address of Principal Executive Offices including Zip Code)

**(212) 884-5000**(Registrant's Telephone Number, Including Area Code)




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file reports), and (2) has been subject to such filing
requirements for the past 90 days.   YES [X]    NO [  ]

The number of shares outstanding of the issuer's Common Stock as of February 12,
2001 was 14,752,656.

This quarterly report on Form 10-Q contains a total of 14 pages, of which this
page is page 1.**

**HUNGRY MINDS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                                     INDEX**



|**PART I.   Financial Information**                                                                                                | **Page No.**
|---------------------------------------------------------------------------------------------------------------------------------- | ------------
|                                                                                                                                   |             
|Item 1.   Unaudited Condensed Consolidated Financial Statements                                                                    |             
|                                                                                                                                   |             
|Unaudited Condensed Consolidated Balance Sheets as of
        
           December 31, 2000 and September 30, 2000                 | 3           
|                                                                                                                                   |             
|Unaudited Condensed Consolidated Statements of Income for the
        
          three months ended December 31, 2000 and 1999     | 4           
|                                                                                                                                   |             
|Unaudited Condensed Consolidated Statements of Cash Flows for the
        
          three months ended December 31, 2000 and 1999 | 5           
|                                                                                                                                   |             
|Notes to Unaudited Condensed Consolidated Financial Statements                                                                     | 6           
|                                                                                                                                   |             
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations              | 10          
|                                                                                                                                   |             
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                               | 12          
|                                                                                                                                   |             
|**PART II.  Other Information**                                                                                                    |             
|                                                                                                                                   |             
|Items 1-6                                                                                                                          | 13          
|                                                                                                                                   |             
|**Signature**                                                                                                                      | 14          

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**PART I -- FINANCIAL INFORMATION**

Item 1.  Financial Statements

---

**HUNGRY MINDS, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                     (in thousands, except share amounts)**

`December 31,September 30,
                                                          2000        2000
                                                     ---------   ---------
                           ASSETS                     (unaudited)
Current Assets:
   Cash and equivalents............................ $   5,259   $     929
   Accounts receivable - net.......................    65,694      70,696
   Inventory - net.................................    31,765      29,719
   Other current assets............................     4,150       2,465
   Deferred tax assets.............................    22,049      22,102
                                                     ---------   ---------
           Total current assets....................   128,917     125,911
Royalty advances - net.............................    17,331      16,229
Property and equipment - net.......................    15,555      15,969
Intangible assets - net ...........................    75,614      76,901
Other assets ......................................     6,528       5,418
                                                     ---------   ---------
           TOTAL................................... $ 243,945   $ 240,428
                                                     =========   =========

       LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts payable................................ $  14,283   $  19,420
   Accrued liabilities.............................    50,247      51,110
   Current portion of long-term debt...............     6,000       6,000
                                                     ---------   ---------
           Total current liabilities...............    70,530      76,530

Long-term debt.....................................    92,500      81,500
Deferred tax liability ............................     4,747       4,747
                                                     ---------   ---------
             Total liabilities.....................   167,777     162,777

Minority interest..................................       119         127

Commitments and contingencies

Stockholders' Equity:
   Preferred stock, $.001 par value; authorized:
     5,000,000 shares; issued and outstanding: 0
     shares........................................          --          --
   Common stock, $.001 par value; authorized:
     25,000,000 Class A shares and 400,000
     Class B shares; issued and outstanding:
     14,752,656 Class A shares at
     December 31, 2000 and September 30, 2000,
     and 0 Class B shares..........................        15          15
   Additional paid-in-capital......................    50,182      50,182
   Retained earnings...............................    25,860      27,337
   Accumulated other comprehensive loss ...........        (8)        (10)
                                                     ---------   ---------
             Total stockholders' equity............    76,049      77,524
                                                     ---------   ---------
             TOTAL................................. $ 243,945   $ 240,428
                                                     =========   =========`

See notes to unaudited condensed consolidated financial statements

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**HUNGRY MINDS, INC. AND SUBSIDIARIES

             UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                     (in thousands, except per share amounts)
                                (unaudited)**

`Three Months Ended
                                                                 December 31,
                                                              --------------------
                                                                2000       1999
                                                              ---------  ---------
Revenue:
   Net sales ............................................... $  48,850  $  53,773
   Licensing and other revenues ............................     2,402      4,036
                                                              ---------  ---------
      Net revenue ..........................................    51,252     57,809
                                                              ---------  ---------
Operating costs and expenses:
   Cost of sales ...........................................    32,556     33,420
   Selling, general and administrative .....................    17,003     15,553
   Depreciation and amortization ...........................     2,422      1,314
                                                              ---------  ---------
      Total operating costs and expenses ...................    51,981     50,287
                                                              ---------  ---------
Operating income (loss) ....................................      (729)     7,522
   Interest expense, net ...................................     1,886      1,689
                                                              ---------  ---------
Income (loss) before provision (benefit) for income taxes ..    (2,615)     5,833
   Provision (benefit) for income taxes ....................    (1,138)     2,450
                                                              ---------  ---------
Net income (loss) .......................................... $  (1,477) $   3,383
                                                              =========  =========

Net income (loss) per share:
   Basic ................................................... $   (0.10) $    0.23
                                                              =========  =========
   Diluted ................................................. $   (0.10) $    0.23
                                                              =========  =========
Shares used in per share calculations:
   Basic ...................................................    14,753     14,512
                                                              =========  =========
   Diluted .................................................    14,753     14,841
                                                              =========  =========`

See notes to unaudited condensed
          consolidated financial statements.

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**HUNGRY MINDS, INC. AND SUBSIDIARIES

          UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                              (in thousands)**

`Three Months Ended
                                                                  December 31,
                                                              ---------- ---------
                                                                 2000       1999
                                                              ---------  ---------
Cash Flows from Operating Activities:
 Net Income (Loss) ......................................... $  (1,477) $   3,383
 Adjustments to reconcile net income (loss) to net cash
  used by operating activities:
   Depreciation and amortization ...........................     2,422      1,314
   Deferred income taxes....................................        53       (940)
   Changes in operating assets and liabilities
    (net of effects of dispositions in 1999):
     Accounts receivable ...................................     5,002    (18,535)
     Inventory .............................................    (2,046)     5,402
     Other current assets ..................................    (1,685)      (636)
     Royalty advances ......................................    (1,102)      (795)
     Accounts payable ......................................    (5,137)      (891)
     Accrued liabilities ...................................      (863)    (1,765)
                                                              ---------  ---------
       Net cash used by operating activities ...............    (4,833)   (13,463)
                                                              ---------  ---------
Cash Flows from Investing Activities:
 Capital expenditures ......................................    (1,404)    (2,168)
 Divestitures ..............................................        --     11,819
 Other investments .........................................      (433)       120
                                                              ---------  ---------
       Net cash provided (used) by investing activities ....    (1,837)     9,771
                                                              ---------  ---------
Cash Flows from Financing Activities:
 Advances on the credit facility ...........................    13,000     13,000
 Payments on indebtedness ..................................    (2,000)   (12,000)
 Proceeds from exercises of stock options ..................        --      1,344
                                                              ---------  ---------
       Net cash provided by financing activities ...........    11,000      2,344
                                                              ---------  ---------
Net change in cash and equivalents .........................     4,330     (1,348)
Cash and equivalents, beginning of period ..................       929      2,084
                                                              ---------  ---------
Cash and equivalents, end of period ........................ $   5,259  $     736
                                                              =========  =========
Supplemental Cash Flow Information:
 Cash paid for income taxes                                  $   2,131  $   4,572
                                                              =========  =========
 Cash paid for interest                                      $   3,184  $   1,685
                                                              =========  =========
Noncash Financing Activity:
 Issuance of Class A common stock under the ESOP plan .......$      --  $     566
                                                              =========  =========
 Payroll withheld to fund ESPP purchase .....................$      95  $     150
                                                              =========  =========`

See notes to consolidated financial statements.

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**HUNGRY MINDS, INC. AND SUBSIDIARIES

          NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended December 31, 2000 and 1999 and as of 
December 31, 2000 and September 30, 2000**

1. Basis of Presentation
2. Significant Accounting Policies
3. Accounts Receivable
4. Inventories
5. Intangible Assets
6. Accrued Liabilities
7. Indebtedness
8. Segment Information
9. Restructuring and Asset Write Down

On January 24, 2001, the Company announced a restructuring plan that includes
the closing of three of its offices and a reduction in workforce of approximately 130 employees from
a total workforce of approximately 700 employees. The move was primarily the result of a continued
reduction in sales and the decision to significantly scale back the Company's internet operations to
concentrate on its most heavily trafficked and leading revenue-generating internet brands, such as
Frommers.com. Management expects to realize a net savings from these actions of approximately $10
million in the 2001 fiscal year, net of estimated restructuring charges, with annual savings of
approximately $16 million.  Anticipated costs associated with the restructuring are expected to
include severance pay, relocation costs, costs to train new employees and rent or lease termination
costs on unused office space. The majority of such costs will be incurred during the remainder of
the current fiscal year.

Also during the second fiscal quarter of 2001, the Company plans to write down
certain assets in connection with its August 2000 acquisition of the e-learning company Hungry
Minds, Inc (the "Hungry Minds Acquisition"). As part of the aforementioned restructuring,
the majority of the acquired operations are being shut down. The total write down has not yet been
determined, but is expected to be less than $4.5 million.

Item 2.	Management's Discussion and Analysis of Financial Condition and
Results of Operations



Forward-Looking Statements

The following Management's Discussion and Analysis of
Financial Condition and Results of Operations contains forward-looking statements that involve risks
and uncertainties that could cause actual results to differ materially from those reflected in such
forward-looking statements. Readers are cautioned not to place undue reliance on these forward-
looking statements, which reflect management's opinion only as of the date hereof. The Company
undertakes no obligation to revise or publicly release the results of any revision to these forward-
looking statements. Potential risks and uncertainties include, among others, those set forth under
"Overview", "Results of Operations" and "Liquidity and Capital Resources"
included in this Management's Discussion and Analysis. Readers should carefully review the risk
factors described in the Company's 2000 Annual Report on Form 10-K. The following discussion should
also be read in conjunction with the Company's unaudited financial statements and related notes
included in this quarterly report on Form 10-Q.



Overview



Hungry Minds, Inc. is a leading global knowledge company
featuring a diverse portfolio of technology, consumer, and general how-to book brands, computer-
based learning tools, Internet sites and Internet e-services. The Company publishes and markets
under well-known brand names, including



The Company's sales are divided into two major categories: the Technology Group
and the Consumer Group. The Consumer Group includes brands targeted at the general consumer,
including For Dummies, Frommer's, CliffsNotes, Betty Crocker's, Howell Book
House, Webster's New World, Weight Watchersand many others. The Technology Group
consists of brands targeted for computer users, from beginning through advanced level users,
including information technology professionals and software developers.  Such brands also include
For DummiesandCliffsNotesas
well as Visual, Bible, SecretsÒand many others. The Company's customers consist principally of national retail chain
booksellers, wholesale distributors, office superstores, membership clubs, and computer/electronic
superstores located primarily in the United States and Canada. Over the last several years, there
has been significant consolidation in the distribution channels for books, including retail outlets,
although alternative distribution channels have emerged. As a result, the Company expects that this
trend will lead to increased concentration within each distribution channel. During the three months
ended December 31, 2000, the Company's top two customers accounted for approximately 40% of the
Company's net revenue as compared to 30% in 1999. The Company's top ten customers accounted for
approximately 64% of the Company's three-month net revenue in 2000 as compared to 68% in 1999.



Restructuring

On January 24, 2001, the Company announced a restructuring plan that includes
the closing of three of its offices and a reduction in workforce of approximately 130 employees from
a total workforce of approximately 700 employees. The move was primarily the result of a continued
reduction in sales and the decision to significantly scale back the Company's internet operations to
concentrate on its most heavily trafficked and leading revenue-generating internet brands, such as
Frommers.com. Management expects to realize a net savings from these actions of approximately $10
million in the 2001 fiscal year, net of estimated restructuring charges, with annual savings of
approximately $16 million.  Anticipated costs associated with the restructuring are expected to
include severance pay, relocation costs, costs to train new employees and rent or lease termination
costs on unused office space. The majority of such costs will be incurred during the remainder of
the current fiscal year.



Asset Write Down



Also during the second fiscal quarter of 2001, the Company plans to write down
certain assets in connection the Hungry Minds Acquisition. As part of the aforementioned
restructuring, the majority of the acquired operations are being shut down. The total write down has
not yet been determined, but is expected to be less than $4.5 million.





Results of Operations

The following table summarizes the results of operations as a percentage of net
revenue for the periods shown:





1. "EBITDA" is defined as income before provision for income taxes, interest, depreciation and
amortization. EBITDA is not intended to represent cash flows from operations and should not be
considered as an alternative to net income as an indicator of the Company's operating performance or
to cash flows as a measure of liquidity. The Company believes EBITDA is a standard measure commonly
reported and widely used by analysts, investors and other interested parties in the publishing and
media industries, however, EBITDA, as presented herein, may not be comparable to similarly titled
measures reported by other companies. EBITDA for the three months ended December 31, 2000 and 1999
was $1.7 million and $8.8 million, respectively.

Three Months Ended December 31, 2000 Compared to Three
Months Ended December 31, 1999



Net Revenue.  Net revenue decreased $6.6 million, or 11.3%, to $51.3
million for the three months ended December 31, 2000 from $57.8 million for the three months ended
December 31, 1999. This decrease was the result of a decrease in net revenues of $3.6 million for
the Company's Technology Group, a $1.6 million decrease in licensing and other revenues and a $1.3
million decrease in Consumer Group net revenues. The decrease in the Technology Group sales was
primarily a result of a decline in net sales of For
Dummies technologytitles of approximately $2.9 million. Of the
decrease in net sales, $4.6 million relates to domestic revenues, while only $0.3 million relates to
international revenues. Of the Company's net revenue for the three months ended December 31, 2000,
$12.1 million was attributable to sales of titles (including new editions) first published during
that period, as compared to $7.7 million during the same period for 1999.



Operating Costs and Expenses. While net revenues decreased $6.6 million,
operating costs and expenses increased $1.7 million or 3.4% for the three months ended December 31,
2000 as compared to the same period in 1999. As a percentage of net revenues, this increase was
14.4%, which is primarily the result of three components: (i) cost of goods sold increased
approximately 6.3%, (ii) wages and benefits increased approximately 6.7% and (iii) depreciation and
amortization increased approximately 2.5%. The increase in cost of goods sold as a percentage of net
revenues is primarily due to increased paper costs (2.9%) and royalties (2.7%). To address these
increases management is implementing an overall price increase to match increases in the Company's
operating costs and maintain favorable profit margins. Although such increases could negatively
impact demand, management believes the ultimate impact will be favorable. In addition, on certain
titles management believes brand recognition is a stronger selling factor than the specific author.
In these instances, the Company intends to hire authors on a freelance basis, rather than paying
authors on a royalty basis over the life of the book. The increase in wages and benefits as a
percentage of net revenues is primarily the result of a larger workforce due to the Hungry Minds
Acquisition and the decline in net revenues. This increase is expected to decline as a result of the
restructuring described above. The increase in depreciation and amortization is primarily the result
of leasehold improvements made to new office space leased in fiscal 2000.



Interest Expense. Interest expense increased $0.2 million or 11.7%
primarily from the first fiscal quarter of 2001 as compared to that of 2000, primarily due to an
$8.3 million increase in the average outstanding indebtedness in the periods.



Provision (Benefit) for Income Taxes. The $3.6 million decrease in the
income tax provision to a $1.1 million benefit in the first fiscal quarter of 2001 is primarily the
result of the $8.4 million decrease in income (loss) before taxes.



Net Income.  The net loss of $1.5 million for the three months ended
December 31, 2000 represented a decrease of $4.9 million from net income of $3.4 million for the
three months ended December 31, 1999, primarily resulting from the reasons discussed above.



Liquidity and Capital Resources



As of December 31, 2000, the Company's total cash and cash equivalents was
$5.3 million. The Company has recently advised its Lenders that, primarily as a result of the matters
described under "Restructuring" and the revenue declines and expense increases described under
"Results of Operations," it did not meet certain financial ratio covenants contained in
the Credit Facility. The Lenders have waived the requirement to meet these covenants and are
currently working with the Company to
amend the Credit Facility to provide less restrictive financial covenants.  The Lenders have
indicated that they intend to work with the Company to make appropriate changes to the Credit
Facility, but there can be no assurance as to when or whether an
amendment containing satisfactory terms will be reached. In connection with these
events, the Parent will provide a revolving credit facility in the amount of $9.5 million. Additionally,
the Lenders have reduced the availability under the Credit Facility by $9.5 million.
The Company believes that the amounts available under the Parent's facility, together with its cash from
operations will provide it with sufficient resources to meet its needs for the foreseeable future.



From September 30, 2000 to December 31, 2000, the Company's working capital
increased $9.0 million. This was primarily the result of a $5.1 million decrease in accounts
payable, a $4.3 million increase in cash and cash equivalents and a $2.0 million increase in net
inventory, partially offset by a $5.0 million decrease in accounts receivable.



The Company's net cash used in investing activities for the three months ended
December 31, 2000 was $1.8 million and included capital expenditures of $1.4 million and other
investments of $0.4 million.



The Company's net cash provided by financing activities, during the three months
ended December 31, 2000, consisted of net borrowings of $11.0 million on its Credit Facility.



Item 3.	Quantitative and Qualitative Disclosures about Market Risk



The Company is exposed to certain levels of market risks, primarily from
changes in foreign currency exchange rates and interest rates. To hedge against losses from changes
in foreign currency exchange rates on its foreign currency accounts receivable, the Company enters
into foreign currency forward contracts. The Company does not enter into derivatives or other
financial instruments for trading or speculative purposes. In accordance with SFAS 133, the Company
has not designated these contracts as hedges. Accordingly, the contracts are marked to market and
realized and unrealized gains and losses are included in other income. These gains and losses offset
the gains and losses on the related accounts receivable, which is also included in other income. The
related amounts due to or from counterparties are included in other assets or other liabilities. In
general, these foreign currency forward exchange contracts mature in three months or less and
therefore their estimated fair values are typically insignificant. As a result of these activities,
the Company believes that a hypothetical 5% appreciation from December 31, 2000 in the U.S. dollar
relative to such currencies would not have a material effect on net income or cash flows.



At December 31, 2000, substantially all the Company's cash equivalents were
invested in overnight repurchase agreements. If market rates were to increase immediately by 25
basis points from levels at December 31, 2000, the fair value of this investment portfolio would
decline by an insignificant amount. In addition, as of December 31, 2000, the Company had $73.5
million of floating rate debt. Based on this level of indebtedness, if market rates were to increase
immediately by 25 basis points, future earnings and cash flows would decrease by approximately $0.2
million.



At December 30, 2000, substantially all the Company's cash equivalents were
invested in overnight repurchase agreements. If market rates were to increase immediately by 25
basis points from levels at December 30, 2000, the fair value of this investment portfolio would
decline by an immaterial amount. In addition, as of December 30, 2000, the Company had $73.5 million
of floating rate debt. Based on this level of indebtedness, if market rates were to increase
immediately by 25 basis points, future earnings and cash flows would decrease by approximately $0.2
million.

PART II-OTHER INFORMATION



Item 6.	Reports on Form 8-K



On November 15, 2000, under Item 5 - Other Events, the Company reported that it had announced, in
the form of a press release, the change of its name from IDG Books Worldwide, Inc. to Hungry Minds,
Inc. and that its stock symbol was changed to "HMIN". A copy of the press release was
included as an exhibit to the 8-K filing.

Items 1, 2, 3, 4 and 5 are not applicable and have been
omitted.

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**SIGNATURE**

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, thereunto duly authorized.



| |                   
| | ------------------
| | HUNGRY MINDS, INC.

| | 
| | 
| | 

Dated: February 14, 2001



| |     |                   
| | --- | ------------------
| | By: | /s/ JOHN M. HARRIS

| |                                                          
| | ---------------------------------------------------------
| |                                                          
| | John M. Harris                                           
| | Senior Vice President and Chief Financial Officer        
| | (Principal Financial Officer and Duly Authorized Officer)

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