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

                            ------------------------

                                   FORM 10-Q/A
                                (AMENDMENT NO. 1)


|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended March 31, 2002

                                       OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934


                         Commission File Number: 0-23137

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                                 AVENUE A, INC.
             (Exact name of registrant as specified in its charter)


                            ------------------------


       Washington                                        91-1819567
(State of Incorporation)                 (I.R.S. Employer Identification Number)


                          506 Second Avenue, 9th Floor
                            Seattle, Washington 98104
                    (Address of principal executive offices)


                                 (206) 816-8800
              (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 such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No

     The number of shares of the registrant's Common Stock outstanding as of
April 23, 2002 was 58,601,900.

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                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits Required by Item 601 of Regulation S-K

           3.1   Amended and Restated Bylaws of Avenue A, Inc.

          10.1*  Separation and General Release agreement between Avenue A, Inc.
                 and Rebecca DeLozier Clements, dated March 8, 2002

          10.2*  Network Services Agreement between Avenue A, Inc. and Speedera
                 Networks, Inc., dated February 20, 2002

          10.3*  Assignment of Avenue A (UK) Limited lease, dated January 25,
                 2002

     (b)  Reports on Form 8-K

     No reports on Form 8-K were filed during the quarter ended March 31, 2002.

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* Previously filed.

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                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment no. 1 to the report to be signed on
its behalf by the undersigned, thereunto duly authorized, on May 15, 2002.

                                   AVENUE A, INC.


                                   By:            /s/ MICHAEL VERNON
                                      ------------------------------------------
                                                     Michael Vernon
                                                Chief Financial Officer
                                                (Authorized Officer and
                                              Principal Financial Officer)