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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------

                                    FORM 10-Q

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2000

                                       OR

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

For the transition period from __________ to __________


                        Commission File Number 000-25469

                                  iVILLAGE INC.
             (Exact name of registrant as specified in its charter)

               Delaware                              13-3845162
    (State or other jurisdiction of                 (IRS Employer
     incorporation or organization)               Identification No.)

         212 Fifth Avenue, New York, New York           10010
      (Address of Principal Executive Offices)        (Zip Code)

                                 (212) 206-3100
              (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 [ ]

   Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

              29,680,808 shares of common stock as of May 5, 2000.


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                                  iVillage Inc.
                                    Form 10-Q
                      For the Quarter ended March 31, 2000
                                      Index

PART I.    FINANCIAL INFORMATION                                       Page(s)

Item 1.    Financial Statements

Condensed Consolidated Balance Sheets at March 31, 2000 (Unaudited)
and December 31, 1999....................................................  1

Condensed Consolidated Statements of Operations for the three
months ended March 31, 2000 (Unaudited) and 1999 (Unaudited).............  2

Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 2000 (Unaudited) and 1999 (Unaudited).............  3

Notes to Condensed Consolidated Financial Statements.....................  4

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations...........................  8

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.... 27


PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings............................................. 29

Item 2.    Changes in Securities and Use of Proceeds..................... 29

Item 3.    Defaults Upon Senior Securities............................... 29

Item 4.    Submission of Matters to a Vote of Security Holders........... 29

Item 5.    Other Information............................................. 29

Item 6.    Exhibits and Reports on Form 8-K.............................. 30

Signatures............................................................... 31

Exhibit Index............................................................ 32


<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements.

                         iVillage Inc. and Subsidiaries

                      Condensed Consolidated Balance Sheets
                      (in thousands, except per share data)


                                             March 31,   December 31,
                                               2000         1999
                                             ---------   ---------

                                            (Unaudited)

                                     Assets

Current assets:
Cash and cash equivalents................     $ 83,016   $ 106,010
Restricted cash..........................          953       1,495
Accounts receivable, net.................        3,616       6,620
Inventory................................        1,955       2,332
Other current assets.....................        5,037       3,193
                                             ---------   ---------
      Total current assets...............       94,577     119,650
                                             ---------   ---------

Restricted cash..........................        9,250          --
Fixed assets, net........................       10,562      10,017
Goodwill and other intangible assets, net      164,051     175,143
Other assets.............................        4,573       7,938
                                             ---------   ---------
      Total assets.......................    $ 283,013   $ 312,748
                                             =========   =========

                      Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable and accrued expenses....     $ 14,592    $ 16,216
Deferred revenue.........................       12,260      12,682
                                             ---------   ---------
      Total liabilities..................       26,852      28,898
                                             ---------   ---------

Commitments and contingencies
Stockholders' equity:

Preferred stock - par value $.01, 5,000,000
  shares authorized, 0 shares issued
  and outstanding at March 31, 2000 and
  December 31, 1999, respectively........           --          --
Common stock - par value $.01, 65,000,000
  shares authorized, 29,659,088 and
  29,591,778 shares issued and outstanding
  at March 31, 2000 and December 31, 1999,
  respectively...........................          297         296
Additional paid-in capital...............      494,807     494,899
Accumulated deficit......................     (218,056)   (192,888)
Stockholders' notes receivable...........      (10,857)    (12,188)
Unearned compensation and deferred
  advertising............................       (5,499)     (6,269)
Accumulated other comprehensive loss.....       (4,531)         --
                                             ---------   ---------
      Total stockholders' equity.........      256,161     283,850
                                             ---------   ---------
      Total liabilities and stockholders'
        equity...........................    $ 283,013   $ 312,748
                                             =========   =========


   The accompanying notes are an integral part of these condensed consolidated
                              financial statements


                                       1
<PAGE>


                         iVillage Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations

                      (in thousands, except per share data)
                                   (Unaudited)

                                            Three months ended March 31,
                                            ----------------------------
                                                 2000         1999
                                                 ----         ----

Revenues:
   Sponsorship, advertising and other...     $  17,561     $   4,690
   Commerce, net........................         3,201         1,774
                                             ---------     ---------
      Total revenues....................        20,762         6,464

Cost of revenues........................         9,238         5,081
                                             ---------     ---------
Gross margin............................        11,524         1,383
                                             ---------     ---------

Operating expenses:
   Product development and technology...         1,889         1,724
   Sales and marketing..................        13,521         7,953
   Sales and marketing - NBC expenses ..         3,292         3,106
   General and administrative...........         7,126         3,636
   Depreciation and amortization........        12,583         2,854
                                             ---------     ---------
      Total operating expenses..........        38,411        19,273
                                             ---------     ---------

Loss from operations....................       (26,887)      (17,890)
Interest income, net....................         1,558           330
Other income, net.......................           161            --
                                             ---------     ---------

Net loss................................    $  (25,168)    $ (17,560)
                                            ==========     =========
Preferred stock deemed dividend.........            --       (23,612)
Net loss attributable to common
   stockholders.........................    $  (25,168)    $ (41,172)
                                            ==========     =========
Basic and diluted net loss per share
   attributable to common stockholders..    $    (0.85)    $   (7.51)
                                            ==========     =========
Weighted average shares of common stock
   outstanding used in computing basic
   and diluted net loss per share
   attributable to common stockholders..        29,630         5,483
                                             =========     =========
Pro forma basic and diluted net loss per
   share................................                   $   (2.25)
                                                           =========
Shares of common stock used in computing
   pro forma basic and diluted net loss
   per share............................                      18,295
                                                           =========


   The accompanying notes are an integral part of these condensed consolidated
                              financial statements


                                       2
<PAGE>


                         iVillage Inc. and Subsidiaries

                 Condensed Consolidated Statements of Cash Flows

                                 (in thousands)
                                   (Unaudited)

                                           Three months ended March 31,
                                           ----------------------------
                                               2000            1999
                                           ------------    ------------

Cash flows from operating activities:
  Net loss..............................     $ (25,168)    $ (17,560)
Adjustments to reconcile net loss to net
  cash used in operating activities:
  Expense recognized in connection with
   issuance of warrants and stock
   options..............................           770         1,877
  Depreciation and amortization.........        12,583         2,854
  Bad debt expense......................            --           500
Changes in operating assets and liabilities:
  Accounts receivable...................         3,004          (129)
  Inventory.............................           377            --
  Restricted cash and other assets......       (10,718)       (1,133)
  Accounts payable and accrued expenses.        (1,624)          592
  Deferred revenue......................          (422)          799
  Other liabilities.....................            --            36
                                             ---------     ---------
     Net cash used in operating
      activities........................       (21,198)      (12,164)
                                             ---------     ---------

Cash flows from investing activities:
  Purchase of fixed assets..............        (2,036)         (733)
  Acquisitions of Web sites.............            --        (9,222)
  Investment in Kaleidoscope Network,
     Inc................................        (1,000)           --
                                             ---------     ---------
     Cash used in investing activities..        (3,036)       (9,955)
                                             ---------     ---------

Cash flows from financing activities:
  Proceeds from issuance of common
     stock, net.........................          (451)       91,618
  Proceeds from exercise of stock
     options............................           360           264
  Principal payments on capital leases..            --           (63)
  Principal payments on stockholders'
     note receivable....................         1,331            --
                                             ---------     ---------
     Net cash provided by financing
     activities.........................         1,240        91,819
                                             ---------     ---------
Net increase (decrease) in cash for
   the period...........................       (22,994)       69,700
Cash and cash equivalents, beginning of
   period...............................       106,010        30,824
                                             ---------     ---------
Cash and cash equivalents, end of
   period...............................     $  83,016     $ 100,524
                                             =========     =========



  The accompanying notes are an integral part of these condensed consolidated
                              financial statements


                                       3
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iVillage Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)


Note 1 - The Company

Basis of Presentation

       iVillage Inc. was incorporated in the State of Delaware on June 8, 1995
and commenced operations on July 1, 1995. iVillage Inc. and its subsidiaries
("iVillage" or the "Company") are engaged in the development of programming
material for distribution through online service providers and the Internet and
are involved in the sale of products through the Company's Web sites.

       The Company has a limited operating history and its prospects are subject
to the risks, expenses and uncertainties frequently encountered by companies in
the new and rapidly evolving markets for Internet products and services. These
risks include the failure to develop and extend the Company's online service
brands, the rejection of the Company's services by Web consumers, vendors and/or
advertisers and the inability of the Company to maintain and increase the levels
of traffic on its online services, as well as other risks and uncertainties. In
the event the Company does not successfully implement its business plan, certain
assets may not be recoverable.

Unaudited Interim Financial Information

       The unaudited interim condensed consolidated financial statements of the
Company for the three months ended March 31, 2000 and 1999, respectively,
included herein have been prepared in accordance with the instructions for Form
10-Q under the Securities Exchange Act of 1934, as amended, and Article 10 of
Regulation S-X under the Securities Act of 1933, as amended. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations relating to interim financial
statements. These financial statements should be read in conjunction with
iVillage's Annual Report on Form 10-K for the year ended December 31, 1999.

       In the opinion of management, the accompanying unaudited interim
condensed consolidated financial statements reflect all adjustments, consisting
only of normal recurring adjustments and appropriate inter-company elimination
adjustments, necessary to present fairly the financial position of the Company
at March 31, 2000, and the results of its operations and its cash flows for the
three months ended March 31, 2000 and 1999, respectively. The results for the
three months ended March 31, 2000 are not necessarily indicative of the expected
results for the full fiscal year or any future period.

Reclassifications

       Within the condensed consolidated statements of operations, certain
reclassifications have been made to prior year's expense amounts to conform to
the 2000 presentation. None of the reclassifications impacted our net loss or
net loss per share attributable to


                                       4
<PAGE>


iVillage Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)


common stockholders in any period. The reclassifications include the allocation
of facility expenses from general and administrative expense to cost of
revenues, product development and technology and sales and marketing.

Restricted Cash

       Restricted cash includes money held in an escrow account for advertising
expenses and a letter of credit securing a real estate lease for new office
space.

Net Loss Per Share

       Basic loss per share is computed using the weighted-average number of
common shares outstanding during the period. Diluted loss per share is computed
using the weighted-average number of common and common stock equivalents
outstanding during the period. Common stock equivalent shares are excluded from
the computation if their effect is anti-dilutive.

       The pro forma net loss per share is computed by dividing the net loss by
the sum of the weighted average number of shares of common stock outstanding and
the shares resulting from the assumed conversion, as of January 1, 1999, of all
outstanding shares of convertible preferred stock and the issuance of shares to
holders of Series B Convertible Preferred Stock resulting from anti-dilution
protection.

Investments

       The Company enters into certain equity investments for the promotion of
business and strategic purposes.

       Management determines the appropriate classification of its investments
in marketable securities at the time of purchase and reevaluates such
determination at each balance sheet date.

       The Company's marketable investments are classified as available-for-sale
as of the balance sheet date and are carried at fair value, with the unrealized
gains and losses, net of tax, reported as a separate component of stockholders'
equity.

       Non-marketable investments are recorded at the lower of cost or market.

       These investments are included in other assets in the condensed
consolidated balance sheets.


                                       5
<PAGE>


iVillage Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)


Note 2 - Comprehensive Loss

       Comprehensive loss includes the Company's net loss and unrealized loss on
the Company's investment in marketable securities. The Company's total
comprehensive loss for the three months ended March 31, 2000 and 1999 was as
follows:

                                                Three Months Ended March 31,
                                              --------------------------------
                                                   2000              1999
                                              ---------------  ---------------
                                                        (in thousands)
                                                         (Unaudited)
Net loss...................................    $   (25,168)       $  (17,560)
Unrealized loss on marketable securities...         (4,531)               --
                                               ------------       -----------
Total comprehensive loss...................    $   (29,699)       $  (17,560)
                                               ============       ===========


Note 3 - Recent Accounting Pronouncements

       In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB 101"). SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting principles to revenue recognition in financial statements.
SAB 101 is not a rule or interpretation of the SEC, however, it represents
interpretations and practices followed by the Division of Corporation Finance
and the Office of the Chief Accountant in administering the disclosure
requirements of the Federal securities laws. The Company does not believe that
the interpretations outlined in SAB 101 will have an impact on the Company's
revenue recognition policies.

Note 4 - Segment Information

       The Company's business is comprised of the development of programming
material by iVillage for distribution through online service providers and the
Internet, and advertising placements in its publications, videos, and Newborn
Channel satellite broadcasts by Lamaze Publishing ("New Media"), and the sale of
products by iBaby, iMaternity, PlusBoutique and Astrology.com through its Web
sites ("Commerce"). The Company's management reviews corporate assets and
overhead expenses combined with the New Media segment.


                                       6
<PAGE>


iVillage Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)


       The summarized segment information, as of and for the three months ended
March 31, 2000, is as follows:

($ in thousands)
                                 New Media     Commerce       Total
                                 ---------     --------       -----
Revenues......................  $   17,561   $    3,201   $   20,762
Cost of revenues..............       6,465        2,773        9,238
Product development and
   technology.................       1,141          748        1,889
Sales and marketing...........      15,725        1,088       16,813
General and administrative....       6,297          829        7,126
Depreciation and amortization.       7,139        5,444       12,583
                                ----------   ----------   ----------
Loss from operations..........  $  (19,206)  $   (7,681)  $  (26,887)
                                ==========   ==========   ==========
Interest income (expense),
   net........................  $    1,559   $       (1)  $    1,558
                                ==========   ==========   ==========
Total assets..................  $  276,293   $    6,720   $  283,013
                                ==========   ==========   ==========

         The summarized segment information, as of and for the three months
ended March 31, 1999, is as follows:

($ in thousands)
                                 New Media     Commerce       Total
                                 ---------     --------       -----
Revenues......................  $    4,690   $    1,774   $    6,464
Cost of revenues..............       3,688        1,393        5,081
Product development and
   technology.................       1,356          368        1,724
Sales and marketing...........      10,447          612       11,059
General and administrative....       3,179          457        3,636
Depreciation and amortization.       1,639        1,215        2,854
                                ----------   ----------   ----------
Loss from operations..........  $  (15,619)  $   (2,271)  $  (17,890)
                                ==========   ==========   ==========
Interest income, net..........  $      330   $       --   $      330
                                ==========   ==========   ==========
Total assets..................  $  145,322   $      919   $  146,241
                                ==========   ==========   ==========


                                       7
<PAGE>


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

      Certain statements in this Quarterly Report on Form 10-Q, including
certain statements contained in this Item 2 constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). The words or phrases "can be,"
"expects," "may affect," "may depend," "believes," "estimate," "project," and
similar words and phrases are intended to identify such forward-looking
statements. Such forward-looking statements are subject to various known and
unknown risks and uncertainties and iVillage cautions you that any
forward-looking information provided by or on behalf of iVillage is not a
guarantee of future performance. iVillage's actual results could differ
materially from those anticipated by such forward-looking statements due to a
number of factors, some of which are beyond iVillage's control, in addition to
those risks discussed below and in iVillage's other public filings, press
releases and statements by iVillage's management, including (i) the volatile and
competitive nature of the Internet industry, (ii) changes in domestic and
foreign economic and market conditions, (iii) the effect of federal, state and
foreign regulation on iVillage's business, and (iv) the impact of recent and
future acquisitions on iVillage's business and financial condition. All such
forward-looking statements are current only as of the date on which such
statements were made. iVillage does not undertake any obligation to publicly
update any forward-looking statement to reflect events or circumstances after
the date on which any such statement is made or to reflect the occurrence of
unanticipated events.

Overview

      The iVillage network, iVillage.com, provides an easy-to use, comprehensive
online network of sites tailored to the interests and needs of women using the
Internet. iVillage.com consists of 18 content specific channels organized by
subject matter and several shopping areas. The channels cover leading topics of
interest to women online such as family, health, work, money, food, computers,
relationships, shopping, travel, pets and astrology. We facilitate channel usage
by providing common features and functionality within each channel, including
experts, chats, message boards and services.

      To date our revenues have been derived primarily from the sale of
sponsorship and advertising contracts. Sponsorship and advertising revenues
constituted 85% and 73% of total revenues for the three months ended March 31,
2000 and 1999, respectively.

      Sponsorship revenues are derived principally from contracts ranging from
one to three years. Sponsorships are designed to support broad marketing
objectives, including brand promotion, awareness, product introductions and
online research. Sponsorship agreements typically include the delivery of
impressions on our Web sites and occasionally the design and development of
customized sites that enhance the promotional objectives of the sponsor. An
impression is the viewing of promotional material on a Web page, which may
include banner advertisements, links, buttons, or


                                       8
<PAGE>


other text or images. Sponsorship revenues are recognized ratably in the period
in which the advertisement is displayed, provided that none of our significant
obligations remain and the collection of the receivable is reasonably assured,
at the lesser of the ratio of impressions delivered over total guaranteed
impressions or the straight-line basis over the term of the contract.
Accordingly, to the extent that minimum guaranteed impressions are not met, we
defer recognition of the corresponding revenues until the guaranteed impressions
are met.

      As part of our sponsorship deals, certain sponsors who also sell products
provide us with a commission on sales of their products generated through our
Web site. To date, these amounts have been immaterial.

      Advertising revenues are derived principally from short-term advertising
contracts in which we typically guarantee a minimum number of impressions or
pages to be delivered to users over a specified period of time for a fixed fee.
Advertising revenues are recognized ratably in the period in which the
advertisement is displayed, provided that none of our significant obligations
remain and the collection of the receivable is probable, at the lesser of the
ratio of impressions delivered over total guaranteed impressions or the
straight-line basis over the term of the contract. To the extent that minimum
guaranteed impressions are not met, we defer recognition of the corresponding
revenues until the guaranteed impressions are achieved. Advertising rates,
measured on a cost per thousand impressions basis, or CPMs, are dependent on
whether the impressions are for general rotation throughout our Web sites or for
targeted audiences and properties within specific areas of iVillage.com.

      Sponsorship and advertising revenues also include barter revenues, which
represent exchanges by us of advertising space on our Web sites for reciprocal
advertising space or traffic on other Web sites. Revenues from these barter
transactions are recorded as advertising revenues at the estimated fair value of
the advertisements delivered, unless the fair value of the goods and services
received is more objectively determinable, and are recognized when the
advertisements are run on iVillage.com and its affiliated properties. Barter
expenses are recognized at the value of advertisements received when our
advertisements are run on the reciprocal Web sites or properties, which is
typically in the same period as when advertisements are run on iVillage.com.
Barter expenses are included as part of sales and marketing expenses. We do not
receive cash for the advertisements delivered, nor do we pay for the
advertisements received. Typically, these barter transactions have no impact on
our cash flows and results of operations. Barter transactions enable us to
continue to build strong brand recognition as part of our overall business
strategy without expending cash resources. Revenues from barter transactions
represented approximately 4% and 13% of total revenues for the three months
ended March 31, 2000 and 1999, respectively. We anticipate that barter revenues
will continue to increase in the future although they generally will remain
constant as a percentage of total revenues.

      With the acquisition of Lamaze Publishing Company, Inc. ("Lamaze
Publishing"), we generate additional revenues through advertising placements in
its


                                       9
<PAGE>


publications, videos, Newborn Channel satellite broadcasts and e-commerce
opportunities. In addition, revenues are expected to be generated through a
sampling and coupon program which offers advertisers the ability to distribute
samples, coupons and promotional literature to new and expectant mothers.

      Commerce revenues are derived principally from sales through iBaby,
iMaternity, PlusBoutique, and Astrology.com where we are the direct retailer.
Commerce revenues received from iBaby consist of the sale of baby-related
products, including strollers, high chairs, bedding, toys and accessories. iBaby
takes all orders for iBaby products, collects the payment and ships the items to
the customer. iBaby is also responsible for all merchandising, inventory
management and order fulfillment functions. In order to fulfill these functions,
we signed a two-year lease for approximately 40,000 square feet of warehouse
space for iBaby at a facility located in San Diego, California during 1999.
Additionally, we exercised an option to lease an additional 34,307 square feet
of warehouse space.

      Commerce revenues received through iMaternity consist of the sale of
maternity clothing and products through its Web site. Additionally, the commerce
revenues received from PlusBoutique consist of the sale of clothing and products
for plus-sized women through its Web site. All orders for iMaternity and
PlusBoutique products are taken through its channel on the iBaby Web site, and
iBaby collects the payment for product sales. The fulfillment of all product
orders for iMaternity and PlusBoutique are handled by Dan Howard, Inc. Revenues
from Astrology.com consist of the sale of astrological charts and other related
products to visitors to the Astrology.com Web site. We recognize revenues from
iBaby, iMaternity, PlusBoutique and Astrology.com product sales, net of any
discounts, when products are shipped to customers and the collection of the
receivable is reasonably assured.

      We received fees from the licensing of portions of our content in
connection with the PlanetRx.com relationship. Such fees are recognized on a
straight-line basis over the life of the contract.

Results of Operations

Revenues

      Revenues were $20.8 million for the three months ended March 31, 2000,
which represents an increase of 221% when compared with the three months ended
March 31, 1999. The increase in revenues was primarily due to our ability to
generate significantly higher sponsorship and advertising revenues during the
2000 period, the acquisition of Lamaze Publishing in the third quarter of 1999,
as well as the development of our commerce strategy through our investments in
iBaby and Astrology.Net. Sponsorship, advertising and other revenues were $17.6
million for the three months ended March 31, 2000, compared to $4.7 million for
the three months ended March 31, 1999. The increase in sponsorship, advertising
and other revenues was primarily due to an increase in the number of impressions
sold, an increase in the number of sponsors advertising on


                                       10
<PAGE>


our Web sites during the 2000 period, and from the acquisition of Lamaze
Publishing. Sponsorship, advertising and other revenues accounted for
approximately 85% of total revenues for the three months ended March 31, 2000.
Commerce revenues accounted for $3.2 million, or 15% of total revenues, for the
three months ended March 31, 2000, compared to $1.8 million, or 27% of total
revenues, for the comparable three-month period in 1999.

      Although no one advertiser accounted for greater than 10% of our total
revenues for the three months ended March 31, 2000, our five largest advertisers
accounted for 23% of total revenues for this period. The five largest
advertisers accounted for 22% of total revenues for the three months ended March
31, 1999.

      Included in sponsorship and advertising revenues are barter transactions
that accounted for approximately 4% of total revenues for the three months ended
March 31, 2000 compared to 13% for the comparable period in 1999.

Cost of Revenues

      The principal elements of cost of advertising, sponsorship and other
revenues for our Internet operations are content costs, payroll and related
expenses for the editorial staff, Web site design and production staff, the cost
of communications and related expenses necessary to support our Web sites, and
an allocation of facility expenses, which is based on the number of personnel.
Cost of commerce revenues consist primarily of the cost of products sold to
customers and outbound and inbound shipping, handling and distribution facility
costs. Distribution facility expenses consist primarily of payroll and related
expenses for personnel engaged in distribution activities as well as equipment
and supplies. Cost of advertising, sponsorship and other revenues were $6.4
million, or 37% of advertising, sponsorship and other revenues, for the three
months ended March 31, 2000. Cost of advertising, sponsorship and other revenues
were $3.7 million, or 79% of advertising, sponsorship and other revenues, for
the comparable period in 1999. Cost of advertising, sponsorship and other
revenues, as a percentage of these revenues, decreased during the three months
ended March 31, 2000 due to significant growth in advertising and sponsorship
revenues over the prior period. Cost of commerce revenues were $2.8 million, or
87% of commerce revenues, for the three months ended March 31, 2000 compared to
$1.4 million, or 79% of commerce revenues, for the corresponding period in 1999.
The cost of commerce revenues as a percentage of these revenues increased
compared with the prior period due primarily to iBaby assuming distribution
facility expenses in the third quarter of 1999.

Operating Expenses

Product Development and Technology

      Product development and technology expenses consist primarily of salaries,
payroll taxes and benefits, related expenditures for support, technology,
software development and operations personnel, and an allocation of facility
expenses, which is based on the number of personnel. Product development and
technology expenses for the three months ended March 31, 2000 were approximately
$1.9 million, or 9% of total revenues. Product development and technology
expenses


                                       11
<PAGE>


were approximately $1.7 million, or 27% of total revenues, for the three months
ended March 31, 1999. The increase was primarily attributable to additional
personnel costs related to creating and testing new channel concepts and tools
used throughout our network of Web sites.

Sales and Marketing

      Sales and marketing expenses consist primarily of costs related to
distribution agreements, salaries, payroll taxes and benefits for sales and
marketing personnel, commissions, advertising and other marketing-related
expenses, and an allocation of facility expenses, which is based on the number
of personnel. Sales and marketing expenses for the three months ended March 31,
2000 were approximately $16.8 million, or 81% of total revenues. Sales and
marketing expenses were approximately $11.1 million, or 171% of total revenues,
for the three months ended March 31, 1999. The dollar increase in sales and
marketing expenses was primarily attributable to our $28.5 million marketing
campaign and our advertising campaign on the Internet and television in
accordance with our agreement with the National Broadcasting Company, Inc.
("NBC"). Sales and marketing expenses as a percentage of revenues decreased as
a result of the growth in revenues.

      Included in sales and marketing expenses are barter transactions, which
amounted to approximately 4% of total revenues during the three months ended
March 31, 2000, compared to 13% of total revenues for the comparable period in
1999.

General and Administrative

      General and administrative expenses consist primarily of salaries, payroll
taxes and benefits and related costs for general corporate overhead, including
executive management, finance, facilities, and legal and other professional
fees. General and administrative expenses for the three months ended March 31,
2000 were $7.1 million, or 34% of total revenues. For the comparable period in
1999, general and administrative expenses were $3.6 million, or 56% of total
revenues. The increase in general and administrative expenses was primarily due
to an increase in salaries and benefits, recruiting costs, expenses incurred for
international endeavors and costs associated with the Company's new office
space. General and administrative expenses decreased as a percentage of total
revenues as a result of the growth in revenues for the three months ended March
31, 2000 compared to the same period in 1999.

Depreciation and Amortization

      Depreciation and amortization expenses for the three months ended March
31, 2000 were approximately $12.6 million, or 61% of total revenues. For the
comparable period in 1999, depreciation and amortization expenses were $2.9
million, or 44% of total revenues. The dollar increase between 1999 and 2000 was
primarily attributable to increased amortization expense resulting from our
acquisitions of iBaby, Astrology.Net, OnLine Psychological Services, Inc.,
Lamaze Publishing and Family Point Inc., as well as depreciation on a greater
base of fixed assets owned by us during 2000.


                                       12
<PAGE>


Interest Income, Net

      Interest income, net includes interest income from our cash balances.
Interest income, net for the three months ended March 31, 2000 was $1.6 million,
or 8% of total revenues. For the comparable period in 1999, interest income, net
was $0.3 million, or 5% of total revenues. The increase between 1999 and 2000
was primarily due to higher average net cash and cash equivalents balances
resulting primarily from the cash received from our initial public offering of
common stock in March 1999, and secondary offering of common stock in October
1999.

Net Loss

      We recorded a net loss of $25.2 million, or $0.85 per share, for the three
months ended March 31, 2000. For the three months ended March 31, 1999 we
recorded a net loss of $41.2 million, or $7.51 per share. The net loss per share
for the three months ended March 31, 1999 includes a deemed dividend of $23.6
million incurred as a result of the difference between the purchase price of the
series E convertible preferred stock sold to NBC during the first quarter of
1999, and the fair market value on the date of issuance.

Liquidity and Capital Resources

      Until our initial public offering in March 1999, which raised net proceeds
of $91.4 million, we financed our operations primarily through the private
placement of our convertible preferred stock. On November 3, 1999, we
consummated a secondary offering of 2,700,000 shares of common stock and
received net proceeds of $70.8 million. As of March 31, 2000, we had
approximately $93.2 million in cash, cash equivalents and restricted cash.
Management believes our existing cash balances are sufficient to enable us to
meet our obligations for at least the next twelve months.

      Net cash used in operating activities increased to $21.2 million for the
three months ended March 31, 2000, from $12.2 million for the three months ended
March 31, 1999. The increase in net cash used in operating activities resulted
primarily from increased net losses and restricted cash and other assets, offset
by a decrease in accounts receivable and an increase in depreciation and
amortization expenses. The increased net loss was primarily due to the continued
investment in establishing the iVillage brand on the Internet through further
investment in content and technology and our $28.5 million marketing campaign.

      Cash used in investing activities was $3.0 million for the three months
ended March 31, 2000. This compares to cash used in investing activities of
$10.0 million for the three months ended March 31, 1999. The decrease in cash
used in investing activities from 1999 to 2000 resulted primarily from the
acquisition of iBaby and Astrology.Net in the first quarter of 1999.


                                       13
<PAGE>


      Net cash provided by financing activities amounted to $1.2 million for the
three months ended March 31, 2000, compared to $91.8 million for the three
months ended March 31, 1999. The decrease in net cash provided by financing
activities from 1999 to 2000 was primarily due to the receipt of $91.4 million
of net proceeds from our initial public offering in March 1999, offset by our
investment in Kaleidoscope Network, Inc. in February 2000.

      On August 2, 1999, we announced a $40.0 million marketing campaign, $28.5
million of which was incremental to our existing plan, which commenced in the
third quarter of 1999 and will run through 2000. In addition, on September 3,
1999, we paid approximately $7.5 million to PlanetRx.com for 37,103 shares of
series D preferred stock of PlanteRx.com. However, we separately received $7.5
million from PlanetRx.com in a content license agreement and have entered into a
$15.0 million sponsorship agreement with them.

      As of September 28, 1999, we entered into a financial advisory agreement
with Allen & Company Incorporated pursuant to which Allen & Company will act as
our financial advisor with respect to various matters from time to time. We paid
Allen & Company $0.3 million upon execution of the agreement. In February 2000,
we executed an amendment to the agreement that extended its term to September
28, 2000 and set forth additional fees payable to Allen & Company upon their
provision of certain services to us.

      On February 15, 2000, iVillage and Unilever announced the formation of an
independently managed company to provide women with a highly focused community,
an array of interactive, customized online services, beauty and personal care
products and personalized product recommendations. Unilever and iVillage plan to
provide an aggregate $200.0 million in cash, intellectual property, marketing
and other resources. Unilever will provide capital as well as sponsorship and
promotional initiatives. iVillage will provide its Beauty channel, capital,
intellectual property and promotion.

      In March 2000, we entered into a fifteen-year lease for approximately
105,000 square feet at 500-512 Seventh Avenue in which we plan to consolidate
our New York City operations upon the expiration of our three existing leases
for office space in different locations in New York City.

      Our capital requirements depend on numerous factors, including:

      o  market acceptance of our services;
      o  the amount of resources we devote to investments in the iVillage.com
         network, including the acquisition of other entities;
      o  the resources we devote to marketing; and
      o  the resources we devote to selling our services and brand promotions.


                                       14
<PAGE>


      We have experienced a substantial increase in our expenditures since our
inception. The increase in expenditures is consistent with the growth in our
operations and staffing. We anticipate that we will continue to evaluate
possible investments in businesses, products and technologies, and continue to
expand our sales and marketing programs and conduct more aggressive brand
promotions, any of which could reduce our liquidity.

Risk Factors That May Affect Results of Operations and Financial Condition.

We have a limited operating history and may face difficulties encountered in new
and rapidly evolving markets

      We have a limited operating history and face many of the risks and
difficulties frequently encountered in new and rapidly evolving markets,
including the Internet advertising market. These risks include our ability to:

      o  attract a larger audience to our online network;

      o  increase awareness of our brand;

      o  strengthen user loyalty;

      o  offer compelling content;

      o  maintain our current, and develop new, strategic relationships;

      o  attract a large number of advertisers from a variety of industries;

      o  respond effectively to competitive pressures;

      o  continue to develop and upgrade our technology; and

      o  attract, retain and motivate qualified personnel.

We lack significant revenues and have recent and anticipated continuing losses

      We have not achieved profitability and expect to continue to incur
operating losses for the foreseeable future. We incurred net losses of $25.2
million for the three months ended March 31, 2000, $93.0 million for the year
ended December 31, 1999 and $43.7 million for the year ended December 31, 1998.
As of March 31, 2000 and December 31, 1999, our accumulated deficit was $218.1
million and $192.9 million, respectively. We expect to continue to incur
significant operating and capital expenditures and, as a result, we will need to
generate significant revenues to achieve and maintain profitability.

      Although our revenues have grown in recent quarters, we cannot guarantee
that we will achieve sufficient revenues for profitability. Even if we do
achieve profitability, we cannot guarantee that we can sustain or increase
profitability on a quarterly or annual


                                       15
<PAGE>


basis in the future. If revenues grow slower than we anticipate, or if operating
expenses exceed our expectations or cannot be adjusted accordingly, our
business, results of operations and financial condition will be materially and
adversely affected. Because our strategy includes acquisitions of other
businesses, acquisition expenses and any cash used to make these acquisitions
will reduce our available cash.

We may not be able to integrate the operations from our recent and future
acquisitions

      As part of our business strategy, we have completed and may enter into
additional business combinations and acquisitions. Acquisition transactions are
accompanied by a number of risks, including, among other things:

      o  the difficulty of assimilating the operations and personnel of the
         acquired companies;

      o  the potential disruption of our ongoing business;

      o  the inability of management to maximize our financial and strategic
         position through the successful incorporation of acquired technology or
         content and rights into our products and media properties;

      o  expenses associated with the transactions;

      o  additional expenses associated with amortization of acquired intangible
         assets;

      o  the difficulty of maintaining uniform standards, controls, procedures
         and policies;

      o  the impairment of relationships with employees and customers as a
         result of any integration of new management personnel; and

      o  the potential unknown liabilities associated with acquired businesses.

      Our failure to adequately address these issues could have a material
adverse effect on our business, results of operations and financial condition.

Our acquisition of Lamaze Publishing poses a number of risks that could
materially adversely affect our business strategy

      The acquisition of Lamaze Publishing is our first acquisition of a
non-Internet company. There are a number of risks in operating Lamaze
Publishing, including:

      o  competitiveness of the media and publishing industry;

      o  our inexperience in operating a multi-media publishing company;


                                       16
<PAGE>


      o  our ability to sell advertising and sponsorships on our Web sites and
         in Lamaze Publishing's magazines, videos and the Newborn Channel;

      o  our ability to commercialize and protect the Lamaze mark; and

      o  our ability to build and market Lamaze.com.

We have merchandising, inventory management and fulfillment responsibilities for
iBaby

      During 1999, we started handling merchandising, inventory management and
order fulfillment for iBaby. Our failure to perform these functions efficiently
and in a timely manner has and could result in the disruption of the operations
of iBaby, including shipment delays. In addition, changing trends in consumer
tastes in baby-related products subject us to inventory risks. It is important
to our success that we accurately identify and predict these trends and do not
overstock unpopular products. The demand for specific products can change
between the time the products are ordered and the date of receipt.

      If products do not achieve sufficient consumer acceptance, we may be
required to take inventory markdowns, which could reduce our sales and gross
margins. We believe that this risk will increase as we open new departments or
enter new product categories due to our lack of experience in purchasing
products for these categories. In addition, to the extent that demand for iBaby
products increases over time, we may be forced to increase inventory levels.

Our quarterly revenues and operating results are not indicative of future
performance and are difficult to forecast

      As a result of our limited operating history, we do not have historical
financial data for a significant number of periods upon which to forecast
quarterly revenues and results of operations. We do not believe that
period-to-period comparisons of our operating results are necessarily meaningful
nor should they be relied upon as reliable indicators of future performance. In
one or more future quarters, our results of operations may fall below the
expectations of securities analysts and investors. If our results of operations
fall below expectations, the trading price of our common stock would likely be
materially adversely affected.

      Our revenues for the foreseeable future will remain dependent on user
traffic levels and advertising activity on our Web sites. Future revenues are
difficult to forecast. In addition, we plan to increase our sales and marketing
operations and to expand and develop content. We also plan to upgrade and
enhance our technology and infrastructure development in order to support our
growth. We may be unable to adjust spending quickly enough to offset any
unexpected revenue shortfall.

      If we have a shortfall in revenues in relation to our expenses, or if our
expenses precede increased revenues, then our business, results of operations
and financial condition would be materially and adversely affected. This would
likely affect the market


                                       17
<PAGE>


price of our common stock in a manner which may be unrelated to our long-term
operating performance.

We use barter transactions which do not generate cash revenue

Revenues from barter transactions represented approximately 4% and 7% of total
revenues for the three months ended March 31, 2000 and the year ended December
31, 1999, respectively. Barter revenues may represent a significant portion of
our total revenues in future periods. Barter transactions do not generate any
cash revenues and are entered into by us to promote our brand and generate
traffic to our Web sites, without any expenditure of our cash resources.

Seasonal and cyclical patterns may affect our business

      We believe that advertising sales in traditional media, such as television
and radio, generally are lower in the first and third calendar quarters of each
year. If our market makes the transition from an emerging to a more developed
market, seasonal and cyclical patterns may develop in the future. As a result,
if our industry follows the same seasonal patterns as those in traditional
media, we may experience lower advertising revenues in the first and third
calendar quarter of each year. Seasonal and cyclical patterns in Internet
advertising may also affect our revenues. In addition, traffic levels on our Web
sites typically fluctuate during the summer and year-end vacation and holiday
periods and we anticipate that sales from iBaby, iMaternity, PlusBoutique and
Astrology.com, and any other future consumer goods we may sell, will typically
increase during the fourth quarter as a result of the holiday season and may
decline during other periods.

The market for Internet advertising is still developing

      We expect to continue to derive a substantial portion of our revenues from
sponsorships and advertising for the foreseeable future, as demand and market
acceptance for Internet advertising continues to develop.

      There are currently no widely accepted standards for the measurement of
the effectiveness of Internet advertising, and the industry may need to develop
standard measurements to support and promote Internet advertising as a
significant advertising medium. If these standards do not develop, existing
advertisers may not continue their levels of Internet advertising. Furthermore,
advertisers that have traditionally relied upon other advertising media may be
reluctant to advertise on the Internet. Our business would be adversely affected
if the market for Internet advertising fails to develop or develops more slowly
than expected.

      Different pricing models are used to sell advertising on the Internet and
it is difficult to predict which, if any, of the models will emerge as the
industry standard. This makes it difficult to project our future advertising
rates and revenues. Our advertising revenues could be adversely affected if we
are unable to adapt to new forms of Internet advertising. Moreover, software
programs that limit or prevent advertising from being


                                       18
<PAGE>


delivered to an Internet user's computer are available. Widespread adoption of
this software could adversely affect the commercial viability of Internet
advertising.

We rely on third parties to adequately measure the demographics of our user base
and delivery of advertisements on our Web sites

      It is important to our advertisers that we accurately measure the
demographics of our user base and the delivery of advertisements on our Web
site. We depend on third parties to provide many of these measurement services.
If they are unable to provide these services in the future, we would need to
perform them ourselves or obtain them from another provider. This could cause us
to incur additional costs or cause interruptions in our business until we
replace these services. Companies may choose to not advertise on our Web sites
or may pay less for advertising if they perceive our demographic measurements
are not reliable.

We are currently experiencing a period of significant growth which is placing a
significant strain on our resources

      If we are unable to manage our growth effectively, our business could be
adversely affected. We have experienced and continue to experience significant
growth, both internally and through acquisitions. This growth has placed, and
our anticipated future growth in our operations will continue to place, a
significant strain on our resources. As part of this growth, we will have to
implement new operational and financial systems, procedures and controls.

We may not attract a sufficient amount of traffic and advertising without our
channels being carried on America Online, Inc. ("AOL")

      AOL has accounted for a significant portion of our online traffic based on
the delivery to us of a guaranteed number of impressions. A significant amount
of our visitors and members reach our Web sites through AOL. Our agreement with
AOL does not prohibit AOL from carrying online sites or developing and providing
content that compete with our sites, and AOL currently carries additional
competing Web sites. Our agreement with AOL expires on December 31, 2000 and,
even though either party may extend it for an additional year, AOL does not have
any obligation to renew the agreement. If the carrying of our channels on AOL is
discontinued, our business, results of operations and financial condition would
be materially adversely affected.

We have a small number of customers and the loss of a number of these customers
could adversely affect our financial condition and results of operations

      We depend on a limited number of customers for a significant portion of
our revenues. Consequently, the loss of even a small number of these customers
at any one time may adversely affect our business, financial condition and
results of operations. Although no advertiser accounted for more than 10% of
total revenues for the three months ended March 31, 2000 or the year ended
December 31, 1999, our five largest advertisers accounted for 23% and 16% of
total revenues, respectively. At March 31,


                                       19
<PAGE>


2000 and December 31, 1999, no one advertiser accounted for 10% or more of net
accounts receivable.

      We anticipate that our results of operations in any given period will
continue to depend to a significant extent upon revenues from a small number of
customers. In addition, we anticipate that these customers will continue to vary
over time, so that the achievement of our long-term goals will require us to
obtain additional significant customers on an ongoing basis. Our failure to
enter into a sufficient number of large contracts during a particular period
could have a material adverse effect on our business, financial condition and
results of operations.

We may not find sufficient acquisition candidates to implement our business
strategy

      As part of our business strategy, we have completed and expect to enter
into additional business combinations and acquisitions. We compete for
acquisition candidates with other entities, some of which have greater financial
resources than we have. Increased competition for acquisition candidates may
make fewer acquisition opportunities available to us and may cause acquisitions
to be made on less attractive terms, such as higher purchase prices. Acquisition
costs may increase to levels that are beyond our financial capability or that
would adversely affect our results of operations and financial condition. Our
ability to make acquisitions will depend in part on the relative attractiveness
of shares of our common stock as consideration for potential acquisition
candidates. This attractiveness may depend largely on the relative market price,
our ability to register common stock and capital appreciation prospects of our
common stock compared to that of other bidders. Since the market price of our
common stock has declined materially over a prolonged period of time, our
acquisition program could be materially adversely affected.

We may be sued for information retrieved from our Web sites

      We have been and may be subject to claims for defamation, negligence,
copyright or trademark infringement, personal injury or other legal theories
relating to the information we publish on our Web sites. These types of claims
have been brought, sometimes successfully, against online services as well as
other print publications in the past. We could also be subjected to claims based
upon the content that is accessible from our Web sites through links to other
Web sites or through content and materials that may be posted by members in chat
rooms or bulletin boards. We also offer e-mail services, which may subject us to
potential risks, such as liabilities or claims resulting from unsolicited
e-mail, lost or misdirected messages, illegal or fraudulent use of e-mail or
interruptions or delays in e-mail service. Our insurance, which covers
commercial general liability, may not adequately protect us against these types
of claims.

We may incur potential product liability for the products we sell

      Consumers may sue us if any of the products that we sell are defective,
fail to perform properly or injure the user. To date, we have had very limited
experience in the


                                       20
<PAGE>


sale of products and the development of relationships with manufacturers or
suppliers of such products. We plan to develop a range of products targeted
specifically at women through our iBaby, iMaternity and PlusBoutique sites,
Astrology.com, Lamaze Publishing and other e-commerce sites that we may acquire
in the future. We also may foster relationships with manufacturers or companies
to offer these products directly on iVillage.com. Such a strategy involves
numerous risks and uncertainties. Although our agreements with manufacturers
typically contain provisions intended to limit our exposure to liability claims,
these limitations may not prevent all potential claims. In addition, through
Lamaze Publishing, we distribute publications and broadcast over the Newborn
Channel information and instructions regarding childbirth and infant care. We
may be exposed to liability claims in connection with the information we
provide. Liability claims could require us to spend significant time and money
in litigation and to pay significant damages. As a result, liability claims,
whether or not successful, could seriously damage our reputation and our
business.

There is intense competition among Internet-based businesses and publishing
companies focused on women

      The number of Web sites competing for the attention and spending of
members, users and advertisers has increased and we expect it to continue to
increase. Our Web sites compete for members, users and advertisers with the
following types of companies:

      o  online services or Web sites targeted at women, such as Women.com
         Networks;

      o  cable networks targeting women, such as Oxygen Media, Inc.;

      o  Web search and retrieval and other online service companies, commonly
         referred to as portals, such as Disney's Go network, Lycos, Inc. and
         Yahoo! Inc.;

      o  e-commerce companies such as eToys, Inc. and its wholly-owned
         subsidiary, BabyCenter, Inc.; and

      o  publishers and distributors of traditional media, such as television,
         radio and print.

       Increased competition could result in price reductions, reduced margins
or loss of market share, any of which could adversely affect our business,
results of operations and financial condition.

       Lamaze Publishing's magazines directly compete with publishers of pre-and
post-natal publications such as Gruner and Jahr, Primedia and Time Warner. These
publishers have substantially greater marketing, research and financial
resources than Lamaze Publishing. Increased competition may result in less
advertising in Lamaze Publishing's magazines and a decline in Lamaze
Publishing's advertising rates, which could adversely affect its business,
results of operations and financial condition.


                                       21
<PAGE>


Our uncertain sales cycles could adversely affect our business

      The time between the date of initial contact with a potential advertiser
or sponsor and the execution of a contract with the advertiser or sponsor is
often lengthy, typically ranging from six weeks for smaller agreements to nine
months for larger agreements, and is subject to delays over which we have little
or no control, including:

      o  advertisers' and sponsors' budgetary constraints;

      o  advertisers' and sponsors' internal acceptance reviews;

      o  the success and continued internal support of advertisers' and
         sponsors' own development efforts; and

      o  the possibility of cancellation or delay of projects by advertisers or
         sponsors.

      During the sales cycle, we may expend substantial funds and management
resources and yet not obtain sponsorship or advertising revenues. Accordingly,
our results of operations for a particular period may be adversely affected if
sales to advertisers or sponsors forecasted in a particular period are delayed
or do not otherwise occur.

AOL investments may result in conflicts of interest for AOL that could be
adverse to iVillage

      AOL has invested in Oxygen Media, an Internet and television company that
is developing cable and interactive content for women and children. In addition,
Oxygen Media has acquired from AOL the assets of electra.com, an online women's
network, and Thrive Partners LLC, the operator of thriveonline.com, a health
site. The relationship between AOL and Oxygen Media and AOL and other Internet
companies may result in a conflict of interest for AOL, which may not be
resolved in our favor. In addition, other principal investors in iVillage may
have similar conflicts of interests by virtue of their other investments.

Our business is dependent on our chief executive officer, editor-in-chief and
president

      Our future success depends to a significant extent on the continued
services of our senior management and other key personnel, particularly, Candice
Carpenter, Chief Executive Officer, Nancy Evans, Editor-in-Chief and Douglas
McCormick, President. We currently have no employment agreements with any of
Mdmes. Carpenter or Evans or Mr. McCormick and we do not maintain "key person"
life insurance for any of our personnel, other than Ms. Carpenter. The loss of
the services of Mdmes. Carpenter or Evans, Mr. McCormick or other key employees,
would likely have a significantly detrimental effect on our business.


                                       22
<PAGE>


Competition for personnel in the Internet industry is intense

      We may be unable to retain our key employees or attract, assimilate or
retain other highly qualified employees in the future. We have from time to time
experienced, and we expect to continue to experience difficulty in hiring and
retaining highly skilled employees with appropriate qualifications as a result
of our rapid growth and expansion. Our Chief Financial Officer and Chief
Operating Officer have each recently announced their resignation in order to
join other companies. In addition, there is significant competition for
qualified employees in the Internet industry. As a result, we incurred increased
salaries, benefits and recruiting expenses for the quarter ended March 31, 2000
and the year ended December 31, 1999. If we do not succeed in attracting new
personnel or retaining and motivating our current personnel, our business will
be adversely affected.

We are dependent on continued growth in use of the Internet

      Our market is new and rapidly evolving. Our business would be adversely
affected if Internet usage does not continue to grow, particularly usage by
women. A number of factors may inhibit Internet usage, including:

      o  inadequate network infrastructure;

      o  security concerns;

      o  inconsistent quality of service;

      o  lack of availability of cost-effective, high-speed service;

      o  consumers returning to traditional or alternative sources for
         information, shopping and services; and

      o  privacy concerns, including those related to the ability of Web sites
         to gather information about users without their knowledge or consent.

      If Internet usage continues to grow significantly, the Internet
infrastructure may not be able to support the demands placed on it by this
growth and its performance and reliability may decline. In addition, Web sites
have experienced interruptions in their services as a result of outages and
other delays occurring throughout the Internet network infrastructure. If these
outages and delays frequently occur in the future, Internet usage, as well as
the usage of our Web sites, could grow more slowly or decline.

We may be unable to respond to the rapid technological change in our industry

      Our market is characterized by rapidly changing technologies, frequent new
product and service introductions and evolving industry standards. The recent
growth of the Internet and intense competition in our industry exacerbate these
market characteristics. To achieve our goals, we need to effectively integrate
the various software programs and tools required to enhance and improve our
product offerings and manage our business. Our future success will depend on our
ability to adapt to rapidly


                                       23
<PAGE>


changing technologies by continually improving the performance features and
reliability of our services. We may experience difficulties that could delay or
prevent the successful development, introduction or marketing of new products
and services. In addition, our new enhancements must meet the requirements of
our current and prospective users and must achieve significant market
acceptance. We could also incur substantial costs if we need to modify our
services or infrastructures to adapt to these changes.

Government regulation and legal uncertainties could add additional costs to
doing business on the Internet

      There are currently few laws or regulations that specifically regulate
communications or commerce on the Internet. However, laws and regulations may be
adopted in the future that address issues such as user privacy, pricing and
taxation, content, copyrights, distribution, antitrust matters and the
characteristics and quality of products and services. For example, the
Telecommunications Act sought to prohibit transmitting various types of
information and content over the Internet. Several telecommunications companies
have petitioned the Federal Communications Commission to regulate Internet
service providers and online service providers in a manner similar to long
distance telephone carriers and to impose access fees on those companies. This
could increase the cost of transmitting data over the Internet. Moreover, it may
take years to determine the extent to which existing laws relating to issues
such as property ownership, obscenity, libel and personal privacy are applicable
to the Internet or the application of laws and regulations from jurisdictions
whose laws do not currently apply to our business. Any new laws or regulations
relating to the Internet could adversely affect our business.

      In addition, it has been reported that the Labor Department is
investigating the use of volunteers on Web sites. We utilize volunteers as Web
site community leaders and there can be no assurance that new government
regulations will not require us to cease using volunteers or, alternatively,
treat them as employees.

      Due to the global nature of the Internet, it is possible that, although
our transmissions over the Internet originate primarily in New York, the
governments of other states and foreign countries might attempt to regulate our
business activities. In addition, because our service is available over the
Internet in multiple states and foreign countries, these jurisdictions may
require us to qualify to do business as a foreign corporation in each of these
states or foreign countries, which could subject us to taxes and other
regulations.

We may face potential liability for our privacy practices

      Growing public concern about privacy and the collection, distribution and
use of information about individuals may subject us to increased regulatory
scrutiny and/or litigation. If we are accused of violating the stated terms of
our privacy policy we may be forced to expend significant amounts of monetary
and human resources to defend against any such accusations. We may also be
required to make changes to our present and planned products or services. These
consequences together with any resulting liability


                                       24
<PAGE>


for our privacy practices could have a material adverse effect on our business,
financial condition and results of operations.

Our systems may fail or experience a slow down and our users depend on others
for access to our Web sites

      Substantially all of our communications hardware and some of our other
computer hardware operations are located at Exodus Communications, Inc.'s
facilities in Jersey City, New Jersey and Verio, Inc.'s and AT&T CERFnet's
facilities in California. Fire, floods, earthquakes, power loss,
telecommunications failures, break-ins and similar events could damage these
systems. Computer viruses, electronic break-ins or other similar disruptive
problems, such as those recently experienced by several leading Web sites, could
also adversely affect our Web sites. Our business could be adversely affected if
our systems were affected by any of these occurrences. Our insurance policies
may not adequately compensate us for any losses that may occur due to any
failures or interruptions in our systems. We do not presently have any secondary
"off-site" systems or a formal disaster recovery plan.

      Our Web sites must accommodate a high volume of traffic and deliver
frequently updated information. Our Web sites have in the past experienced
slower response times or decreased traffic for a variety of reasons. These
occurrences have not had a material impact on our business. These types of
occurrences in the future could cause users to perceive our Web sites as not
functioning properly and therefore cause them to use another Web site or other
methods to obtain information.

      In addition, our users depend on Internet service providers, online
service providers and other Web site operators for access to our Web sites. Many
of them have experienced significant outages in the past, and could experience
outages, delays and other difficulties due to system failures unrelated to our
systems.

We may not be able to deliver various services if third parties fail to provide
reliable software, systems and related services to us

      We are dependent on various third parties for software, systems and
related services. For example, we rely on Doubleclick Inc.'s software for the
placement of advertisements and WhoWhere? Inc. for personal space home pages and
e-mail. Several of the third parties which provide software and services to us
have a limited operating history, have relatively immature technology and are
themselves dependent on reliable delivery of services from others. As a result,
our ability to deliver various services to our users may be adversely affected
by the failure of these third parties to provide reliable software, systems and
related services to us.

We may be liable if third parties misappropriate our users' personal information

      If third parties were able to penetrate our network security or otherwise
misappropriate our users' personal information or credit card information, we
could be subject to liability arising from claims related to, among other
things, unauthorized purchases with credit card information, impersonation or
other similar fraud claims or


                                       25
<PAGE>


other misuse of personal information, such as for unauthorized marketing
purposes. In addition, the Federal Trade Commission and state agencies have been
investigating various Internet companies regarding their use of personal
information. We could incur additional expenses if new regulations regarding the
use of personal information are introduced or if our privacy practices are
investigated.

Internet security concerns could hinder e-commerce

      The need to securely transmit confidential information over the Internet
has been a significant barrier to electronic commerce and communications over
the Internet. Any well-publicized compromise of security could deter people from
using the Internet or using it to conduct transactions that involve transmitting
confidential information. We may incur significant costs to protect against the
threat of security breaches or to alleviate problems caused by such breaches.

Satellite transmissions over the Newborn Channel may be interrupted

      Through Lamaze Publishing, we operate the Newborn Channel, a satellite
television network broadcast in over 900 hospitals in the United States. There
is a risk that the satellite from which the transmission is sent may
malfunction, interrupting Lamaze Publishing's broadcasts. In the event this
occurs, there may be a period of time before Lamaze Publishing can transmit to
and from another satellite. Any interruption in Lamaze Publishing's ability to
transmit the Newborn Channel could have an adverse impact on its business. In
addition, extreme adverse weather could damage receivers and transmitters on the
ground, thereby hindering transmissions.

Consumer protection privacy regulations could impair our ability to obtain
information about our users

      Our network captures information regarding our members in order to tailor
content to them and assist advertisers in targeting their advertising campaigns
to particular demographic groups. However, privacy concerns may cause users to
resist providing the personal data necessary to support this tailoring
capability. Even the perception of security and privacy concerns, whether or not
valid, may indirectly inhibit market acceptance of our network. In addition,
legislative or regulatory requirements may heighten these concerns if businesses
must notify Internet users that the data may be used by marketing entities to
direct product promotion and advertising to the user. Other countries and
political entities, such as the European Economic Community, have adopted such
legislation or regulatory requirements. If consumer privacy concerns are not
adequately addressed, our business, financial condition and results of
operations could be materially harmed.

      Our network currently uses cookies to track demographic information and
user preferences. A cookie is information keyed to a specific server, file
pathway or directory location that is stored on a user's hard drive, possibly
without the user's knowledge, but is generally removable by the user. Germany
has imposed laws limiting the use of cookies, and a number of Internet
commentators, advocates and governmental bodies in the


                                       26
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United States and other countries have urged the passage of laws limiting or
abolishing the use of cookies. If these laws are passed, our business, financial
condition and results of operations could be materially harmed.

Possible infringement of intellectual property rights could harm our business

      We cannot be certain that the steps we have taken to protect our
intellectual property rights will be adequate or that third parties will not
infringe or misappropriate our proprietary rights. Any infringement or
misappropriation could have a material adverse effect on our future financial
results. In addition, we have from time to time become involved in intellectual
property disputes with third parties that may not result in a favorable outcome
for us.

We could be subject to possible infringement actions based upon our use of
domain names, our content and content licensed from others

      We have invested resources in acquiring domain names for existing and
potential future use. We cannot guarantee that we will be entitled to use such
names under applicable trademark and similar laws or that other desired domain
names will be available. Furthermore, enforcing our intellectual property rights
could entail significant expense and could prove difficult or impossible. In
addition, third parties could assert claims of patent, trademark or copyright
infringement or misappropriation of creative ideas or formats against us with
respect to our use of domain names, our content, Web page formats, Web business
methods or any third-party content carried by us. We expect that participants in
our markets increasingly will be subject to infringement claims as the number of
services and competitors in our industry segment grows. Any claims, with or
without merit, could be time consuming to defend, result in costly litigation,
divert management attention, require us to enter into costly royalty or
licensing arrangements or prevent us from using important technologies, ideas or
formats, any of which could materially harm our business, financial condition or
results of operations.

Several members of senior management have only recently joined iVillage

      Several members of our senior management joined us in 1998, 1999 and 2000
and have not previously worked together. As a result, our senior managers are
continuing to become integrated as a management team and may not work together
effectively as a team to successfully manage our growth.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

      We are exposed to the impact of changes in the market values of our
investments. We invest in equity instruments of privately-held, information
technology companies for business and strategic purposes. The investments are
included in other assets on the condensed consolidated balance sheets. These
investments are accounted for under the cost method of accounting. For these
non-quoted investments, our policy is to regularly review the assumptions
underlying the operating performance and cash flow forecasts in assessing the
carrying values. We identify and record impairment losses on long-lived assets
when events and circumstances indicate that such assets might be impaired. In


                                       27
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1999, one of the privately held investments became a marketable equity security
when the investee completed an initial public offering. Such investments in the
Internet industry are subject to significant fluctuations in fair market value
due to the volatility of the stock market, and are recorded as
available-for-sale under the provisions of Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities."


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                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.

   Information regarding the legal proceedings of iVillage is incorporated by
reference from Part I, Item 3-"Legal Proceedings" in iVillage's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999.

Item 2.  Changes in Securities and Use of Proceeds.

      1. In January 2000, employees exercised options and received (i) an
aggregate 14,863 shares of common stock at a price per share of $3.94, (ii) an
aggregate 4,062 shares of common stock at a price per share of $6.00, (iii) an
aggregate 104 shares of common stock at a price per share of $7.50, (iv) an
aggregate 1,769 shares of common stock at a price per share of $7.65, and (v) an
aggregate 1,257 shares of common stock at a price per share of $9.45.

      2. In February 2000, employees exercised options and received (i) an
aggregate 1,500 shares of common stock at a price per share of $1.76, (ii) an
aggregate 718 shares of common stock at a price per share of $2.48, (iii) an
aggregate 2,150 shares of common stock at a price per share of $3.00, (iv) an
aggregate 1,263 shares of common stock at a price per share of $3.94, (v) an
aggregate 29,108 shares of common stock at a price per share of $5.10, (vi) an
aggregate 677 shares of common stock at a price per share of $6.00, (vii) an
aggregate 979 shares of common stock at a price per share of $9.45, (viii) an
aggregate 315 shares of common stock at a price per share of $15.41, and (ix) an
aggregate 51 shares of common stock at a price per share of $24.00.

      3. In March 2000, employees exercised options and received (i) an
aggregate 3,715 shares of common stock at a price per share of $3.94, (ii) an
aggregate 800 shares of common stock at a price per share of $5.10, (iii) an
aggregate 2,917 shares of common stock at a price per share of $6.00, (iv) an
aggregate 104 shares of common stock at a price per share of $7.50, (v) an
aggregate 125 shares of common stock at a price per share of $9.45, and (vi) an
aggregate 833 shares of common stock at a price per share of $24.00.

      Exemption from registration for the transactions described above was
claimed pursuant to Section 4(2) of the Securities Act of 1933, as amended,
regarding transactions by the issuer not involving a public offering, in that
these transactions were made, without general solicitation or advertising, to
investors with access to all relevant information necessary to evaluate these
investments and who represented to iVillage that the shares were being acquired
for investment.

Item 3.  Defaults Upon Senior Securities.

      Not Applicable.

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

      Not Applicable.

Item 5.  Other Information.

      Not Applicable.


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<PAGE>


Item 6.  Exhibits and Reports on Form 8-K.

(a)   Exhibits

      3.1       Amended and Restated Certificate of Incorporation of the
                Registrant (incorporated by reference from exhibit number 3.3
                to Amendment No. 2 to Registration Statement (File No.
                333-68749)).

      3.2       By-Laws of the Registrant (incorporated by reference from
                exhibit number 3.2 to Registrant's Annual Report on Form 10-K
                for the year ended December 31, 1999 (File No. 000-25469)).

      10.1      Lease dated March 14, 2000, between 500-512 Seventh Avenue
                Limited Partnership and the Registrant.

      11        Statement re computation of earnings per share.

      27        Financial Data Schedule.


(b)  A Report on Form 8-K was filed on January 19, 2000, reporting under Item
     5.


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                                   SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          iVILLAGE INC.
                                          (Registrant)



Dated:  May 15, 2000                      By:  /s/ Candice Carpenter
                                               ---------------------
                                               Candice Carpenter
                                               Chief Executive Officer

Dated:  May 15, 2000                      By:  /s/ Scott Levine
                                               ----------------
                                               Scott Levine
                                               Vice President, Controller and
                                               Chief Accounting Officer (Interim
                                               Chief Financial Officer)



                                       31
<PAGE>


                                INDEX TO EXHIBITS

      Exhibits

      3.1       Amended and Restated Certificate of Incorporation of the
                Registrant (incorporated by reference from exhibit number 3.3
                to Amendment No. 2 to Registration Statement (File No.
                333-68749)).

      3.2       By-Laws of the Registrant (incorporated by reference from
                exhibit number 3.2 to Registrant's Annual Report on Form 10-K
                for the year ended December 31, 1999 (File No. 000-25469)).

      10.1      Lease dated March 14, 2000, between 500-512 Seventh Avenue
                Limited Partnership and the Registrant.

      11        Statement re computation of earnings per share.

      27        Financial Data Schedule.




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