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

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**FORM 10-K**

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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) 655-3000**(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**
                     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 ResourcesRecently Issued Accounting PronouncementsFactors 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 19996, 19978 and 19987 ended on September 258, 19969,
September 267, 19987 and September 276, 19978, 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 Career 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



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 884% of sales in fiscal
19998. 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 13% 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 19998, Barnes and
Noble, Inc., Borders, Inc., Ingram Book Company and Ingram Book Company Borders
Group, Inc. each accounted for more than 10%, and together accounted for
approximately 398%, 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.Distribution and fulfillment services to both retail and wholesale
customers are outsourced by the Company to two vendors. The Company's contracts
with these vendors expire in September 1999. One of these vendors accounted for
approximately 60% of the Company's distribution and fulfillment costs in each of
fiscal 1996, 1997 and 1998. It is anticipated that a single-source vendor will
be selected for distribution and fulfillment services to take advantage of the
efficiencies provided by the Company's new management information system and
order entry function.



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, 19998, the Company had a total of 639428
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.The Company faces competition in each of its areas
of publication directly from other publishers and indirectly from nonprint media
and expects that competition will remain intense in the future.



The Company competes on the basis of editorial quality,
timely introduction of new titles, product positioning, pricing and brand name
recognition. In addition to the Company, Simon & Schuster, Microsoft Press
and McGraw-Hill all share a strong market presence in the United States and
internationally in technology publishing. The principal competitors for the
Company's business/self-help/lifestyle titles include Random House, Simon &
Schuster and HarperCollins. Each of these competitors has substantially greater
financial resources than the Company.



Nonprint media, such as the Internet, CD-ROMs and
instructional videotapes, may also present substantial competition to the
Company. If computer users increase their reliance on instructions and
information disseminated online, the Company's business could be adversely
affected.



Item 2:  Properties



The Company's has it's headquarters in Foster City,
California, and the Company 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 20001998 to 20009. 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. On November 4,
1998, the Company signed a 10-year lease agreement for a new Indianapolis office
facility.  The planned commencement date is November 1, 1999.  The annual basic
rent payments range from $1.2 million to $1.4 million over the term of the
lease.







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, 19998.





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.



On July 27, 1998, the Company commenced an initial public
offering, which consisted of 3,180,000 shares of its Class A Common Stock (the
"Offering") at $15.50 per share pursuant to a registration statement (No. 333-
53433) declared effective by the Securities and Exchange Commission on July 27,
1998. The Company used approximately $38.4 million of the net proceeds from the
Offering for the repayment of indebtedness owed to the Parent. The indebtedness
was incurred by the Company in connection with the dividend paid by the Company
prior to the Offering in the form of a promissory note.  The Company used the
remaining $5.6 million of net proceeds for general corporate purposes.



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 174 of the Company's 19998 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 185
through 258 of the Company's 19998 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 258 of
the IDG Books Worldwide, Inc. 19989 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)



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.



James A. Casella.



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. Mr. McGovern has been a director of the Company since its inception in
February 1990.  Mr. McGovern is the founder and chairman of the board of
directors of International Data Group, a Massachusetts corporation and the
parent corporation of the Company ("IDG").  Mr. McGovern has served as
the Chairman of IDG and its predecessor since February 1964.  Mr. McGovern also
serves on the boards of directors of the Massachusetts Institute of Technology,
the Magazine Publishers Association and a number of IDG's subsidiaries.



Lawrence B. Levy

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 915,, 20001999. 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 10, 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 10, 2000
--------------------------  Board of Directors,
 (John J. Kilcullen)        and Chief Executive Officer


/s/ PATRICK J. MCGOVERN     Director                          January 10, 2000
--------------------------
 (Patrick J. McGovern)


/s/ JULIUS A. HOEFT         Director                          January 10, 2000
--------------------------
 (Julius A. Hoeft)

/s/ AXEL J. LEBLOIS         Director                          January 10, 2000
--------------------------
 (Axel J. Leblois)`

---

**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`

---