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

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**FORM 10-K/A**

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(MARK ONE)

**[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934**

**FOR THE FISCAL YEAR ENDED SEPTEMBER 25, 1999**

**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**

**IDG BOOKS WORLDWIDE, INC.**
(Exact name of Registrant as Specified in its Charter)



|**Delaware**                                                   | **04-3078409**                      
|-------------------------------------------------------------- | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number)

**919 East Hillsdale Blvd.Suite 400, Foster City, CA    94404**(Address of Principal Executive Offices including Zip Code)

**(650) 653-7000**(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

**Class A Common Stock, $0.001 Par Value**(Title of Class)

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 such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
[   ]     No [X]

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.  [   ]

As of December 20, 1999 there were
14,633,597 shares of the Registrant's Common Stock outstanding. The Aggregate
market value of the voting stock held by non-affiliates computed by reference
to the closing price for the common stock as quoted by the Nasdaq National
Market as of December 20, 1999 was approximately $48,300,000.

DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of the Annual Report to Stockholders for fiscal year ended
    September 25, 1999 are incorporated by reference into Part I, Part II and
    Part IV of this Annual Report on Form 10-K where indicated.
2. Portions of the Registrant's Proxy Statement to be delivered to stockholders
    in connection with the Annual Meeting of Stockholders to be held on February
    15, 2000 are incorporated by reference into Part III of this Annual Report on
    Form 10-K where indicated.







**IDG BOOKS WORLDWIDE, INC.
                                   FORM 10-K/A**
                     For the Fiscal Year Ended September 25, 1999

**TABLE OF CONTENTS**

**PART I**

Item 1.   Business

Item 2.   Properties

Item 3.   Legal Proceedings

Item 4.   Submission of Matters to a Vote of Security Holders

**PART II**

Item 5.   Market for Registrant's Common Stock and Related Stockholder Matters

Item 6.   Selected Financial Data

Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations

> OverviewResults of OperationsLiquidity and Capital ResourcesFactors Affecting Future Operating ResultsYear 2000 ComplianceFinancial Market Risks

Item 7A.      Quantitative and Qualitative Disclosure About Market Risks

Item 8.   Financial Statements and Supplementary Data

Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

**PART III**

Item 10.  Directors and Executive  Officers of the  Registrant

Item 11.  Executive  Compensation

Item 12.  Security Ownership of Certain Beneficial Owners and Management

Item 13.  Certain  Relationships and Related  Transactions

**PART IV**

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

**Signatures**

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**IDG BOOKS WORLDWIDE, INC.**

PART I

The following report contains forward-
looking statements that involve risks and uncertainties.  IDG Books Worldwide, Inc.
("the Company") actual results could differ materially from those anticipated in these
forward-looking statements. Potential risks and uncertainties include, among others, those
set forth in the "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in Part II, Item 7 of this report.



The Company's fiscal year ends on the last Saturday in
September. Fiscal years 1999, 1998 and 1997 ended on September 25, 1999, September
26, 1998 and September 27, 1997, respectively and consisted of 52 weeks. For
convenience, throughout this Annual Report on Form 10-K, the fiscal year-ends are
denoted as September 30.





Item 1:  Business





Overview



IDG Books Worldwide, Inc. is a leading publisher of
technology, consumer and general how-to books designed to make learning accessible,
engaging and useful. The Company publishes and markets its books under well-known
brand names, lead by flagship brands For Dummies®, CliffsNotesTM,
and Frommer's®. The Company has more than 4,000 active titles, over 100
million English-language books in print, plus translations in 36 languages, and its
products are available in more than 90 countries worldwide. The Company believes that
its readers value and trust its products and brands to help obtain computer proficiency and
professional certification, general business know-how, career growth and personal
enrichment. The computer book category has been the fastest growing sector in the U.S.
book industry in each of the past seven years and grew 10.9% in 1998 according to
Simba Information, Inc.



The For Dummies® series has received widespread
recognition from consumers, enabling the Company to successfully publish across a wide
variety of categories -- from computers, cooking and careers to personal finance, public
speaking and foreign languages -- and to gain a reputation for brand-building success and
customer focus. The series now has nearly 450 titles, and more than 75 million English-
language books in print, plus translations in over 30 languages.



For Dummies® titlesregularly appear on
the bestseller lists of Publishers Weekly, Business Weekand The
Wall Street Journal. Windows For DummiesÒhas more than nine million copies in print across all editions. Other
best-selling For DummiesÒ technology titles include Internet for DummiesÒ

, Investing Online For Dummies®, Job Searching Online For Dummies®and
PCs For DummiesÒ

 .Best-selling For Dummies® consumer titlesincludeCool
Careers For Dummies®, Home Buying For Dummies



In December 1998, the Company purchased all of the stock of
Cliffs Notes, Inc., a privately held publisher of study aids, including the popular literary
notes. CliffsNotesTM currently comprises more than 300 titles, including the literary
notes, Quick Reviews of high school and college courses, test preparation guides and
advanced placement study aids.  Less than ten months after the acquisition, the Company
introduced the new CliffsNotesTM lifestyle series beginning with 16 business and
technology titles that extended the brand's reach to lifelong learners. The
CliffsNotesTM Web site is at www.cliffsnotes.com.



In August 1999, the Company completed its $83 million
acquisition of the Macmillan General Reference USA Inc. (the "Reference
Brands") Group of Pearson Publishing, leading the Company to become one of the
top ten consumer book publishers in the United States.



The Company publishes its books in two general groups, the
Branded Franchise Group and the IDGB Technology Publishing Group.  The Branded
Franchise Group includes For Dummies

- Frommer'sÒ

 travel guides: the leading travel guide series
- frommers.com: one of the most popular travel sites on the
Web

- Frommer'sÒ

 From $ a DayTM: guides for budget-minded travelers

- The Unofficial GuidesÒ

: The Unofficial GuideÒ

 to Walt Disney World was the #1 travel book in the U.S for 1999.
- Places RatedÒ

 Almanac

- Webster's New WorldTM
dictionaries

- ArcoÒ

: test preparation guides for college and career test prep

- Betty Crocker'sÒ

 cook books: one of the oldest brands in the cooking category.
- Weight WatchersÒ

 dieting and cook books

- Howell Book HouseTM pet books (including
The American Kennel Club Complete Dog BookTM, Best of
BreedTM, The Healthy, Happy PetTM, and EssentialsTM
series)
- BurpeeÒ

 gardening series
- Cassell'sÒ

 bilingual dictionaries
- Harrap's bilingual dictionaries
- Audel's books for vocational
technicians
- Dozens of popular individual titles such as the bestseller
How to Cook Everything; Vegetarian Times Complete Cookbook; American
Horticultural Society: Encyclopedia of Gardening;andOrganize
Yourself!



The IDGB Technology Publishing Group comprises an
expanding collection of information technology books published in multiple book series
under a variety of brand names. These books appeal to a wide range of readers, from
beginners to knowledgeable professionals. The IDGB Technology Publishing Group
includes such well-known brands as:



- 3-D Visual®: an award winning, four-color
computer hardware and software learning system packaged primarily in the
Simplified, Teach Yourself VISUALLYä and Master VISUALLYä series



- Bible series: comprehensive tutorial/reference on
all major computing topics; positioned as "100% comprehensive, 100% authoritative,
100% of what you need"



- SecretsÒ

: featuring key leading authorities targeted to knowledgeable information technology
professionals



- MCSE Certification StudyGuides series: preparation guides for
Microsoft certification exams

- "Official Press" branded series: developed in
partnership with leading IT companies.  This group includes



- Exclusive customized
products: created for strategic partners such as Lotus, Open Market, Philips, and Siemens





The Company's revenue is principally derived from sales in the
United States, which accounted for approximately 87% of sales in fiscal 1999. The
Company also markets its books in numerous countries throughout the world and licenses
its established brands and titles to third parties. Export sales of English language books
accounted for approximately 11% of the Company's sales in fiscal 1999, while licensing
and custom publishing revenue contributed 2% of sales in fiscal 1999.



The Company was founded in 1990 as a wholly-owned
subsidiary of International Data Group, Inc., referred to in this Form 10-K as "IDG" or
the "Parent". In July 1998, the Company sold 3,180,000 shares of class A common stock
in an initial public offering. Upon completion of the offering, the Parent owned 74.97%
of the outstanding common stock and had 77.77% of the voting power. At September 30,
1999, the Parent owned 73.94% of the outstanding common stock and had 76.82% of the
voting power.



Operating Strategy



The Company strives to provide a consistent, accessible and
rewarding learning experience to readers by offering quality products supported by mass
marketing which is timed to coincide with the introduction of new technology or the
emergence of new trends. To implement these objectives, the Company has adopted the
following operating strategies:



Focus on Branded Content and Mass Marketing. The
Company creates quality products, supported by extensive marketing campaigns which
help build brand recognition. The Company believes its valuable name recognition
generates repeat demand for its books and enables it to extend these brands into
additional licensed products and services.



Make Knowledge Accessible and Enjoyable. The
Company believes millions of individuals, businesses and families are challenged by
technologies or are trying to acquire new skills or enrich their lives. The Company
specifically designs its products to make learning accessible and fun.



Maintain Efficient and Proven Publication Process.
The Company has developed a successful process to conceive, acquire and produce new
and revised titles on a timely and cost-effective basis. The Company's staff of creative
personnel identifies and develops new titles and subject areas and draws on a recognized
and highly respected list of leading authorities, media celebrities and experienced
computer/Internet authors. This collaboration, in conjunction with the Company's
experienced editorial team, assures brand consistency through high quality, easy-to-read
publications. The Company's close working relationships with technology industry
leaders enable the Company to release high quality and well supported products and
services in a timely manner. The Company believes this strategic focus has created a
competitive advantage for its technology books by enabling the Company to anticipate
and meet customer needs and to bring new and updated titles concurrently with the
introduction of new technologies.  In addition, because of the popularity and demand for
its flagship brands, the Company can easily integrate new title and brand launches into its
existing marketing programs.



Internet Initiative. The Company is currently building its
Internet infrastructure to enable the on-line delivery of its branded content in a quick,
consistent, and quality fashion. For example, the Company has adopted Ask Jeeves,
Inc.'s natural language question answering service to power a new Dummies Help Desk,
bringing the popular For Dummies experience to Internet users. For the first time,
the Company is unlocking its vault of award-winning For Dummies technology
content to enable everyone to get fast, easy answers online. The Company anticipates the
new Dummies Help Desk will go live at www.dummies.com early in calendar year 2000.

Additionally, the Company has re-launched the
CliffsNotes.com website enabling users to download any CliffsNotes titles 24 hours a day
and will be launching Cliffs Notes e-newsletters on technology and consumer topics. In
addition, the Company is now the 100% owner of the e-newsletter business -
DummiesDaily.com, which was previously a joint venture with a sister company. This
business offers e-newsletter subscriptions on up to 16 technology topics to over 500,000
subscribers. Finally, the recently-acquired Frommer's.com travel site is one of the most
popular travel content Web sites and is an important piece of the Company's Internet
strategy.



Export and Foreign Editions



The Company has licensed over 5,000 translations of its titles
to third-party publishers in 36 languages throughout the world. The Company serves the
international English-language market and exports U.S. editions through third-party
distributors and booksellers throughout the world and by licensing reprint rights to a
third-party publisher in India. The Company's publication of special editions for English
markets outside the United States has been initiated with Personal Finance For
DummiesÒ For Canadians.



Sales and Marketing



The Company organizes its
sales and marketing activities around customer types to implement the Company's
operating and growth strategies, focus on building brands and expand the breadth and
depth of its distribution network.  More than one quarter of the Company's employees are
employed in its sales and marketing organization.



Sales







The Company believes that
booksellers have not traditionally been rewarded by book publishers for sales of books to
the consumer, but rather on their purchases from book publishers. The Company's sales
and marketing efforts take advantage of the Company's brand recognition with the
consumer to create innovative sales programs directed to the readers of the Company's
books. Accordingly, the Company has developed sales and marketing programs that,
unlike those of other book publishers, reward distributors and retailers for sales to the
ultimate consumer, the reader.



During fiscal 1999, Barnes
and Noble, Inc., Borders, Inc., and Ingram Book Company each accounted for more than
10%, and together accounted for approximately 38%, of the Company's net revenue.



Marketing







In addition to its traditional sales and marketing efforts, the
Company maintains World Wide Web sites (www.idgbooks.com, www.dummies.com,
www.cliffsnotes.com, and www.frommers.com) where individual consumers can learn
about and purchase the Company's titles.  The information contained on the Company's
Web sites shall not be deemed to be a part of this Report.



Production, Distribution and Fulfillment



The Company's own staff edits the manuscripts of the authors
of the books it publishes. Freelance resources are utilized when workload exceeds in-
house capacity. Outside experts are used when necessary to ensure technical accuracy of
content and compatibility with final published software. The Company employs state-of-
the-art desktop publishing technology to graphically design book content, create graphics
and prepare the typographic layout for the book. Final electronic files for all text and
cover material are delivered to printers for reproduction via direct line and Internet
connection.



The Company outsources distribution and fulfillment functions
to retail and wholesale customers through two vendors. The contracts with these vendors
expire in December 1999. One of these vendors accounted for more than 60% of our
distribution and order fulfillment costs in each of fiscal years 1999, 1998, and 1997. As
of September 1999, the Company has commenced operation in a new single source
facility in Virginia, and started the transition process from the other distribution facilities
to this one. In addition, beginning in January 2000, the Company will begin transitioning
the distribution and fulfillment operations of the acquired Reference Brands to its new
facility.



Printing and Raw Materials



The Company utilizes a number of outside printers to print and
bind its books. Printing prices are negotiated annually with vendors who perform all
printing and binding in their plants. Due to the significant increase in printing volume
from year-to-year, the Company does not believe it is strategically beneficial to negotiate
multi-year printing contracts.



Paper is the principal raw material used in the Company's
business. The Company generally purchases paper from merchants representing the paper
mills. The Company does not have long-term paper supply contracts with these paper
merchants. The arrangements with merchants are negotiated each year and provide for
quarterly price adjustments. Paper prices have been volatile over the past several years
and are affected by many factors, including demand, mill capacity, pulp supply, energy
costs, and general economic conditions. Consequently, the Company's cost of paper,
relative to our net revenue, can vary from period to period. In the past, paper has also
been difficult to obtain due to industry-wide shortages. Significant paper price increases,
sustained over a period of time, could adversely affect the Company's future financial
condition or operating results.



Intellectual Property



The Company regards all of its copyrights, trademarks, trade
dress, trade secrets, licenses, and similar intellectual property rights in general, and its
For DummiesÒ,
CliffsNotesTM,
3-D VisualÒ, Bible,
Frommer'sÒ, Betty
Crocker'sÒ, Weight
WatchersÒ, and Webster's New
WorldTMrelated trademarks, logos and trade dress in particular, as critical to its
success. The Company relies on copyright, trademark and trade secrets laws and
licensing and confidentiality agreements to protect its intellectual property rights.



The Company registers each of its publications with the United
States Copyright Office, and all of the Company's publications are protected by copyright
laws. The Company pursues the registration of its material trademarks in the United
States and, based upon anticipated use, in certain other countries. Effective trademark,
copyright and trade secret protection, however, may not be available in every country in
which the Company's products are available. Although individual book titles are
generally not subject to trademark protection, the Company has registered trademarks of
certain series of its books, such For DummiesÒ, 3-D
Visual®, Bible, CliffsNotesTM, Frommer's®travel guides, Webster's
New WorldTM, . . . SimplifiedÒ, Teach Yourself . . .
VISUALLYä,and . . . SecretsÒin the United States and
numerous other countries, while Frommer'sÒ, Betty
Crocker'sÒ, and Weight
WatchersÒ, are registered trademarks of
their respective owners and are used under license by IDG Books Worldwide, Inc.



The Company has licensed in the past, and it expects that it
may license in the future, elements of its trademarks, trade dress and similar proprietary
rights to third parties, including in connection with the international editions of the
Company's books that may be controlled operationally by third parties.  While the
Company attempts to ensure that the quality of its brands is maintained by such licensees,
there can be no assurance that such licensees will not take actions that might materially
and adversely affect the value of the Company's proprietary rights or the reputation of its
products, either of which could have a material adverse effect on the Company's business.
Moreover, while the Company believes that it has the right to use For
DummiesÒ and its other marks in connection with its business and generally to prohibit others
from using such marks in certain fields of use, there can be no assurance that the
Company will be able to maintain such rights.



The Company may be subject to claims of alleged infringement
by it or its licensees of trademarks and other intellectual property rights from time to time
in the ordinary course of business. The Company does not believe there are any such
legal proceedings or claims that are likely to have, individually or in the aggregate, a
material adverse effect on the Company's business, financial condition or results of
operations.



Certain of the trademarks and trade names used by the
Company are the property of and are licensed from IDG, the Parent, as well as from other
companies with respect to the acquired Reference Brands.



Employees and Authors



As of September 30, 1999, the Company had a total of 639
employees. None of the Company's employees is represented by a labor union, and the
Company has never experienced a work stoppage. The Company considers its relations
with employees to be good. The Company also relies on a recognized and highly
respected author list of leading authorities, media celebrities and computer/Internet
experts. The Company generally does not have long-term contracts with its authors.



Competition



The Company faces competition directly from other book
publishers and indirectly from non-print media.  Competition in book publishing stems
mainly from editorial quality, timely introduction of new titles, product positioning,
pricing, and brand name recognition. In addition to the Company, Pearson Education,
Inc., Microsoft Press, and McGraw-Hill all have a strong market presence in the United
States and internationally in technology publishing.  The principal competitors for the
Company's business and self-help titles include Random House, Simon & Schuster,
and HarperCollins.  Each of these competitors has substantially greater financial
resources than the Company.



Non-print media, such as the Internet and CD-ROMs, may also
present substantial competition. If computer users increase their reliance on instruction
and other information disseminated on-line, the Company's business could be adversely
affected.



Item 2:  Properties



The Company has it's headquarters in Foster City,
California, editorial, production and sales offices in Indianapolis, Chicago, Cleveland,
and New York, a centralized distribution center in Harrisonburg, Virginia, and an office
in San Francisco which houses its Internet group. The Company currently leases all of its
offices pursuant to leases terminating from 2000 to 2009. The Company believes that its
properties are in good operating condition and adequately serve the Company's current
business operations. The Company also anticipates that suitable additional or alternative
space, including those under lease options, will be available at commercially reasonable
terms for future expansion.





Item 3:  Legal Proceedings



The Company from time to time is a part to various litigation
matters incidental to the conduct of its business.  There is no pending or threatened legal
proceeding to which the Company is a party that, in the opinion of the Company's
management, is likely to have a material adverse effect on the Company's financial
statements.





Item 4:  Submission of Matters to a Vote of Security
Holders



No matter was submitted to a vote of security holders
through solicitation of proxies or otherwise, during the fourth quarter of the fiscal year
ended September 30, 1999.





Part II



Item 5:  Market for Registrant's Common Equity and
Related Stockholder Matters



(a)  The Company's Class A Common Stock has been
traded on the Nasdaq National Market under the symbol "IDGB" since July
28, 1998.  The following table sets forth the high and low closing sales prices of the
Company's Class A Common Stock for the period indicated and is as reported on the
Nasdaq National Market.

`Sales Price
                          ----------------------------------------
                                 1999                 1998
                          -------------------  -------------------
                            High       Low       High       Low
                          --------- ---------  --------- ---------
 Quarter 1 .......          $17.00     $6.75         --        --
 Quarter 2 .......          $19.63    $11.75         --        --
 Quarter 3 .......          $24.94    $17.13         --        --
 Quarter 4* ......          $20.50    $14.75     $16.42    $10.38`

* For the fourth quarter of 1998, the
high and the low reported are for the period from July 28th, 1998, the date
of the Initial Public Offering, to September 26, 1998, the end of the fourth quarter and the
1998 fiscal year.

(b)  On December 20, 1999, there were approximately 60
holders of record of the Company's Class A Common Stock, although the Company
believes that there is a larger number of beneficial owners of its Common Stock.  The last
reported sale price per share of Common Stock on December 20, 1999 on the Nasdaq
National Market was $14.00.



Although the Company paid a dividend to IDG with a portion
of the proceeds from the Initial Public Offering, the Company does not intend to pay any
cash dividends with respect to its common stock for the foreseeable future.  The
Company intends to retain any earnings for use in the operation of its business and to
fund future growth. Any determination to pay dividends in the future will be at the
discretion of the Company's Board of Directors and will depend upon the Company's
financial condition and results of operations and capital requirements.





Item 6:  Selected Financial Data



The information required by this item is incorporated by
reference to the information included under the caption "Selected Financial Data" on
page 17 of the Company's 1999 Annual Report to Stockholders.

Item 7:  Management's Discussion and Analysis of
Financial Condition and Results of Operations

The following information required by this item is incorporated by reference to
the information included under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 18 through 25 of the Company's
1999 Annual Report to Stockholders.



Item 7A: Quantitative and Qualitative Disclosures about Market Risk



The following information required by this item is incorporated by reference to
the information included under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on page 25 of the IDG Books
Worldwide, Inc. 1999 Annual Report to Stockholders.





Item 8:  Financial Statements and Supplementary Data



See Part IV, Item 14 of this Form 10-K.



Item 9:  Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure



Not applicable.



Part III



Item 10:  Directors and Executive Officers of the
Registrant



Executive Officers and Directors



The following table sets forth certain information regarding the
executive officers and directors of the Company and their ages as of September 30,
1999:

`Name             Age                    Position
-------------------------- ---- ----------------------------------------------
John J. Kilcullen........   40  Chairman of the Board of Directors and
                                Chief Executive Officer
Steven H. Berkowitz(1)...   41  President and Publisher
John P. Ball.............   52  Executive Vice President, Operations and
                                Administration, and Secretary
Brenda L. McLaughlin.....   38  Senior Vice President, Internet Business
                                Development
James A. Doehrman(2).....   42  Vice President and Chief Financial Officer
Kelly P. Conlin..........   39  Director
Julius A. Hoeft(3).......   53  Director
Axel J. Leblois..........   51  Director
Patrick J. McGovern......   62  Director`

> (1) Mr. Berkowitz
> resigned effective December 1999.(2) Mr. Doehrman resigned effective January
> 2000.(3) Member of the Audit and Compensation
> Committees



John J. Kilcullen.  Mr. Kilcullen has served as Chief
Executive Officer of the Company since July 1991 and has been  a director of the
Company and Chairman of the Board since March 1998.  Prior to that, Mr. Kilcullen
served as Vice President, Sales and Marketing and Publisher of the Company from April
1990 to July 1991. For the nine years prior to joining the Company, Mr. Kilcullen worked
in various sales and marketing capacities for two publishing industry leaders,
Bantam/Doubleday, Dell, Inc. and Prentice-Hall, and computer book publisher Que
Corporation.



Steven H. Berkowitz. Mr. Berkowitz has served as
President and Publisher of the Company since October 1996. Prior to that, Mr. Berkowitz
served as Chief Operating Officer and Publisher from October 1995 to September 1996,
as Executive Vice President, Worldwide Publishing Operations, from October 1994 to
September 1995, and as Chief Financial Officer and Vice President, Finance, from June
1994 to October 1994. Prior to joining the Company, Mr. Berkowitz served as Publisher
of MIS: Press and M&T Books, a division of Henry Holt and Company, from June
1991 to May 1994. Prior to 1991, Mr. Berkowitz worked for eight years at Macmillan
Publishing Company in numerous financial capacities including Vice President of
Finance and Administration during the period 1988 to 1991 and before joining Macmillan
Publishing Company he had three years of finance experience with Paramount Pictures,
Inc.



John P. Ball.  Mr. Ball has served as Executive Vice
President, Operations and Administration, of the Company since joining the Company in
April 1996 and as Secretary of the Company since March 1998. Prior to joining the
Company, Mr. Ball acted as an independent publishing and graphic arts consultant from
March 1995 to March 1996. From December 1986 to February 1994, Mr. Ball served as
Senior Vice President of Macmillan Publishing Company. Prior to joining Macmillan
Publishing Company, Mr. Ball worked in the publishing industry in a senior production
and manufacturing capacity for over 22 years, including the last 17 years of the period as
Vice President -- Production and Manufacturing for William Morrow & Company, a
leading publisher of trade and reference books.



Brenda L. McLaughlin. Ms. McLaughlin has served as
Senior Vice President of Internet Business Development since early 1999. Previously,
Ms. McLaughlin was the Senior Vice President and Group Publisher, of the Company
since joining in September 1994. Prior to joining the Company, Ms. McLaughlin served
as Associate Publisher of MIS:Press and M&T Books from August 1993 to
September 1994. From August 1989 to July 1993, Ms. McLaughlin served as
Acquisitions Editor, Editor-in-Chief and Associate Publisher of M&T Books. Prior
to joining M&T Books, Ms. McLaughlin worked for five years in various editorial
capacities in the technology magazine businesses of Ziff-Davis, Inc. and McGraw-Hill,
Inc.



James A. Doehrman. Mr. Doehrman has served as Vice
President and Chief Financial Officer of the Company since March 1998. Prior to that,
Mr. Doehrman served as Vice President and General Manager, International Division,
from July 1997 to March 1998. Prior to joining the Company, Mr. Doehrman served as
Vice President and Business Manager of the Latin American Division of Simon &
Schuster, Inc. from January 1996 to April 1997. From October 1993 to January 1996, Mr.
Doehrman served as Vice President and International Controller of Simon &
Schuster. Mr. Doehrman joined Simon & Schuster, Inc. as Vice President --
Accounting Services in April 1992. Prior to joining Simon & Schuster, Inc. Mr.
Doehrman had four years of financial experience with Federated Department Stores, Inc.,
serving as Operating Vice President -- Capital Control from 1989 to 1992. Prior thereto,
Mr. Doehrman had nine years of financial experience which included seven years of
experience in public accounting with Arthur Andersen & Co.



Kelly P. Conlin. Mr. Conlin has been a director of the
Company since January 1999. Mr. Conlin has served as CEO of IDG since March 1999,
and has been the President since 1995. Mr. Conlin served as President of IDG Marketing
Services from October 1991 to October 1995. Mr. Conlin also serves as a director of
American Business Press, a privately-held company, and a number of IDG's subsidiaries.



Julius A. Hoeft. Mr. Hoeft has been a director of the
Company since October 1998. Mr. Hoeft is the former Chairman and Chief Executive
Officer of Bantam/Doubleday, Dell, Inc. from January 1996 to July 1998 and served as
President and Chief Executive Officer from June 1991 to January 1996. Mr. Hoeft is a
director of Bushnell Inc. and member of the Board of Trustees of the University of Dayton
and Keeler Tavern Preservation Society.



Axel J. Leblois. Mr. Leblois has been a director of the
Company since July 1999. Since 1997, Mr. Leblois has served as the Chief Executive
Officer of ExecuTrain, a world leader in business technology training. From 1996 to
1997 Mr. Leblois served as a Director for ExecuTrain. From 1991 to 1996, Mr. Leblois
was Chief Executive Officer of the North American division of Paris-based Bull HN
Information Systems Inc., formerly Honeywell Information Systems. Mr. Leblois is also
a member of the board of directors of World Times, Inc., has been on the board of Wang
Global, and is currently a trustee of the Atlanta International School.



Patrick J. McGovern.





Item 11:  Executive Compensation



Information required by this Item may be found in the
sections entitled "Executive Officer Compensation" and  "Section 16(a)
Beneficial Ownership Reporting Compliance" appearing in the Proxy Statement to
be delivered to stockholders in connection with the Annual Meeting of Stockholders on
February 15, 2000.  Such information is incorporated herein by reference.



Item 12:  Security Ownership of Certain Beneficial Owners and
Management



Information required by this Item may be found in the
section entitled "Security Ownership of Certain Beneficial Owners and
Management" appearing in the Proxy Statement to be delivered to stockholders in
connection with the Annual Meeting of Stockholders to be held on February 15, 2000.
Such information is incorporated herein by reference.





Item 13:  Certain Relationships and Related Transactions



Information required by this Item may be found in the section entitled
"Relationship with IDG and Certain Transactions" appearing in the Proxy
Statement to be delivered to stockholders in connection with the Annual Meeting of
Stockholders to be held on February 15, 2000. Such information is incorporated herein by
reference.



Part IV

Item 14:  Exhibits, Financial Statement Schedules and
Reports on Form 8-K





(a) The following documents are filed as part of this report:

1. The following Financial Statements and Auditors' Report are incorporated by
reference from the Company's 1999 Annual Report to Stockholders:

> Independent Auditors ReportConsolidated Balance Sheets as of September 30, 1999 and 1998Consolidated Statements of Income for the years ended September 30, 1999, 1998 and
>              1997Consolidated Statements of Stockholders' Equity for the years ended September 30,
>              1999, 1998 and 1997Consolidated Statements of Cash Flows for the years ended September 30,
>              1999, 1998 and 1997Notes to Consolidated Financial Statements

2. Financial Statement Schedule.

> Schedule II -- Valuation and Qualifying Accounts

3. Exhibits.

> The following exhibits are filed as part of, or incorporated by reference into, this Form 10-K:

> Exhibit
>   Number                            Exhibit Title
> ----------- --------------------------------------------------------------
>   2.1*      Cliffs Notes, Inc. Share Purchase Agreement.
>   2.2**     Stock Purchase Agreement dated June 29, 1999 between Pearson
>             Education, Inc. and IDG Books Worldwide, Inc.
>   3.1***    Amended and Restated Certificate of Incorporation of the
>             Registrant.
>   3.2***    Bylaws of the Registrant.
>   4.1***    Form of Registrant's Class A common stock certificate.
>  10.1***    Form of Indemnification Agreement entered into by the
>             Registrant with each of its directors and executive
>             officers.
>  10.2****   1998 Stock Plan, as amended, and forms of related
>             agreements.
>  10.3***    1998 Employee Stock Purchase Plan.
>  10.4***    Form of Employment Agreement between the Registrant and John
>             J. Kilcullen dated as of July 1, 1998.
>  10.5*****  Credit Agreement among IDG Books Worldwide, Inc., as borrower,
>             and a group of lending banks, dated July 30, 1999.
>  10.6***    Form of Compensation Agreement between the Registrant and
>             John P. Ball dated as of July 1, 1998.
>  10.7***    Form of Compensation Agreement between the Registrant and
>             James A. Doehrman dated as of July 1, 1998.
>  10.8***    Form of Compensation Agreement between the Registrant and
>             Brenda L. McLaughlin dated as of July 1, 1998.
>  10.9***    Corporate Services Agreement between the Registrant and IDG
>             dated as of June 1, 1998.
>  10.10***   Registration Rights Agreement between the Registrant and IDG
>             Enterprises, Inc. dated as of June 1, 1998.
>  10.11***   Trademark License Agreement between the Registrant and IDG
>             dated June 1, 1998.
>  10.12***   Non-competition Agreement between the Registrant and IDG
>             dated as of June 1, 1998.
>  10.13***   Tax Allocation Agreement between the Registrant and IDG
>             dated as of June 1, 1998.
>  10.14***   Restated Share Exchange Agreement between the Registrant,
>             IDG Enterprises, Inc. and State Street Bank and Trust
>             Company dated May 21, 1998.
>  10.15*     Employee Stock Ownership Plan of Registrant effective as of
>             October 1, 1997.
>  10.16*     Office Lease between Crosspoint Seven, LLC "Landlord" and
>             IDG Books Worldwide, Inc. "Tenant".
>  13.1       Annual Report to Stockholders.
>  23.1       Independent Auditors' Consent.
>  23.2       Independent Auditors' Report on Schedule.
>  27.1       Financial Data Schedule.
> 
> 
> --------------*	Incorporated by reference from the Registrant's
> report on Form 10-K, (File No. 000-24617) filed with the Securities and Exchange
> Commission on December 28, 1998
> **	Incorporated by reference from the Registrant's
> report on Form 8-K, (File No. 000-24617) filed with the Securities and Exchange
> Commission on August 17, 1999
> ***	Incorporated by reference from the Registrant's
> Registration Statement on Form S-1, as
> amended (File No. 333-53433) declared effective on
> July 27, 1998
> ****	Incorporated by reference from the Registrant's
> Registration Statement on Form S-8 (File No. 333-67977), filed November 25,
> 1998.
> *****	Incorporated by reference from the Registrant's
> report on Form 10-Q (File No. 000-24617), filed with the Securities and Exchange
> Commission on August 10, 1999

On August 17, 1999, the Company filed a report on Form 8-K, pursuant to Items
2 and 7 of such Form, regarding its acquisition of Macmillan General Reference
USA Inc.

(c) Exhibits: See Item 14(a)3 above.

(d) Financial Statement Schedules: See Item 14(a)2 above.

---



**SIGNATURES**

Pursuant to the requirements of Section
13 or 15(d) 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.



| |                          
| | -------------------------
| | IDG BOOKS WORLDWIDE, INC.

| |             
| | ------------
| | (Registrant)

Dated: January 13, 2000



| |     |                      
| | --- | ---------------------
| | By: | /s/ JOHN J. KILCULLEN

| |                                     
| | ------------------------------------
| |                                     
| | JOHN J. KILCULLEN                   
| | Chairman and Chief Executive Officer
| | (Principal Executive Officer)       

Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by or on
behalf of the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

`Signature                        Title                      Date
--------------------------  --------------------------------  -----------------
/s/ JOHN J. KILCULLEN       Chairman of the                   January 13, 2000
--------------------------  Board of Directors,
 (John J. Kilcullen)        and Chief Executive Officer


/s/ PATRICK J. MCGOVERN     Director                          January 13, 2000
--------------------------
 (Patrick J. McGovern)


/s/ JULIUS A. HOEFT         Director                          January 13, 2000
--------------------------
 (Julius A. Hoeft)

/s/ AXEL J. LEBLOIS         Director                          January 13, 2000
--------------------------
 (Axel J. Leblois)

/s/ KELLY P. CONLIN         Director                          January 13, 2000
--------------------------
 (Kelly P. Conlin)`

---

**IDG BOOKS WORLDWIDE, INC.

                                                                     SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS
                 Years Ended September 30, 1997, 1998 and 1999
                                 (in thousands)**

`Balance  Additions                 Balance
                             at      Charged        Net         at
                          Beginning     to      Deductions    End of
       Description        of Period  Expense   (Recoveries)   Period
------------------------- --------- ---------- ------------- ---------
Allowance for sales
 returns:
  1997..................   $15,390    $31,026       $28,583   $17,833
  1998..................    17,833     38,372        34,315    21,890
  1999..................    21,890     49,185        39,079    31,996

Allowance for doubtful
 accounts:
  1997..................     1,500      1,811          (154)    3,465
  1998..................     3,465      1,225           135     4,555
  1999..................     4,555        832           377     5,010

Reserve for inventory
  obsolescence
  1997..................     8,208      5,194         1,468    11,934
  1998..................    11,934      8,093         5,649    14,378
  1999..................    14,378      9,665         9,536    14,507

Reserve for royalty
 advances:
  1997..................       993      1,006          --       1,999
  1998..................     1,999        800          (463)    3,262
  1999..................     3,262        800          --       4,062`

---