<PAGE>


                       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 June 30, 2001

                                       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.)

                500-512 Seventh Avenue, New York, New York         10018
               (Address of Principal Executive Offices)          (Zip Code)

                                 (212) 600-6000
              (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.

             52,305,800 shares of common stock as of August 9, 2001.

<PAGE>


                                  iVillage Inc.
                                    Form 10-Q
                       For the Quarter ended June 30, 2001

                                      Index

<TABLE>
<CAPTION>
PART I.          FINANCIAL INFORMATION                                                                            Page(s)

Item 1.          Financial Statements

<S>                                                                                                               <C>
Condensed Consolidated Balance Sheets as of June 30, 2001 (Unaudited)
and December 31, 2000 (Unaudited)................................................................................  1

Condensed Consolidated Statements of Operations for the three and six
months ended June 30, 2001 (Unaudited) and 2000 (Unaudited)......................................................  2

Condensed Consolidated Statements of Cash Flows for the three and six
months ended June 30, 2001 (Unaudited) and 2000 (Unaudited)......................................................  3

Notes to Condensed Consolidated Financial Statements (Unaudited).................................................  4

Item 2.          Management's Discussion and Analysis of Financial
                 Condition and Results of Operations.............................................................  11

Item 3.          Quantitative and Qualitative Disclosures About
                 Market Risk.....................................................................................  31


PART II.         OTHER INFORMATION

Item 1.          Legal Proceedings...............................................................................  32

Item 2.          Changes in Securities and Use of Proceeds.......................................................  32

Item 3.          Defaults Upon Senior Securities.................................................................  33

Item 4.          Submission of Matters to a Vote of Security Holders.............................................  33

Item 5.          Other Information...............................................................................  33

Item 6.          Exhibits and Reports on Form 8-K................................................................  34

Signatures.......................................................................................................  35

Exhibit Index....................................................................................................  36
</TABLE>


<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements.

                         iVillage Inc. and Subsidiaries

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


<TABLE>
<CAPTION>
                                                                       June 30,        December 31,
                                                                         2001             2000
                                                                     -----------       ----------
<S>                                                                  <C>               <C>

                                              Assets
Current assets:
Cash and cash equivalents...................................         $    53,627       $   48,963
Accounts receivable, net....................................               5,068            7,864
Other current assets........................................              10,836            9,700
                                                                     -----------       ----------
         Total current assets...............................              69,531           66,527

Restricted cash.............................................               9,250            9,250
Fixed assets, net...........................................              23,930           20,057
Goodwill and other intangible assets, net...................              64,905           36,432
Other assets................................................               1,745              137
Non-current assets of discontinued operations...............                  56               56
                                                                     -----------       ----------
         Total assets.......................................          $  169,417        $ 132,459
                                                                      ==========        =========

                              Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable and accrued expenses.......................           $  34,820        $  18,695
Deferred revenue............................................               5,930            6,337
Deferred rent...............................................                 361              361
Current liabilities of discontinued operations, net.........                 360              882
                                                                     -----------       ----------
         Total current liabilities..........................              41,471           26,275

Deferred rent, net of current portion.......................               4,637            4,818
                                                                     -----------       ----------
         Total liabilities..................................              46,108           31,093

Commitments and contingencies
Stockholders' equity:
Preferred stock - par value $.01, 5,000,000 shares
   authorized, no shares issued and outstanding as of
   June 30, 2001 and December 31, 2000, respectively........                  --               --
Common stock - par value $.01, 200,000,000 shares and
   65,000,000 shares authorized, 43,955,234 and 29,706,770
   issued and outstanding as of June 30, 2001 and
   December 31, 2000, respectively..........................                 440              297
Additional paid-in capital..................................             544,260          495,758
Accumulated deficit.........................................            (414,976)        (384,316)
Stockholders' notes receivable..............................              (4,565)          (7,148)
Unearned compensation and deferred advertising..............              (1,850)          (3,225)
                                                                     -----------       ----------
         Total stockholders' equity.........................             123,309          101,366
                                                                     -----------       ----------
         Total liabilities and stockholders' equity.........         $   169,417       $  132,459
                                                                     ===========       ==========
</TABLE>


  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 amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                            Three months ended June 30,        Six months ended June 30,
                                            ---------------------------        -------------------------
                                                 2001        2000                  2001        2000
                                               --------    --------              --------    --------
<S>                                            <C>         <C>                   <C>         <C>
Revenues ...................................   $ 11,449    $ 19,392              $ 24,022    $ 37,496

Operating expenses:
     Editorial, product development and
       technology ..........................      9,191       9,051                18,047      17,169
     Sales and marketing ...................      8,519      10,991                16,958      23,611
     Sales and marketing - NBC expenses ....      2,140       2,815                 2,780       6,107
     General and administrative ............      5,634       6,456                 8,844      13,064
     Depreciation and amortization .........      5,143      11,291                 9,439      22,759
                                               --------    --------              --------    --------

         Total operating expenses ..........     30,627      40,604                56,068      82,710
                                               --------    --------              --------    --------

Loss from operations .......................    (19,178)    (21,212)              (32,046)    (45,214)
Interest income, net .......................        563       1,322                 1,421       2,880
Other (expense) income, net ................       --           (38)                   87         123
Write-down of investments ..................       --        (8,079)                 (104)     (8,079)
Loss from unconsolidated joint venture .....       --          --                    (127)       --
                                               --------    --------              --------    --------

Net loss before minority interest ..........    (18,615)    (28,007)              (30,769)    (50,290)

Minority interest ..........................        130        --                     109        --
                                               --------    --------              --------    --------

Net loss from continuing operations ........    (18,485)    (28,007)              (30,660)    (50,290)
Loss from discontinued operations ..........       --        (9,251)                 --       (12,136)
                                               --------    --------              --------    --------

Net loss ...................................   $(18,485)   $(37,258)             $(30,660)   $(62,426)
                                               ========    ========              ========    ========
Basic and  diluted  net loss per share  from
     continuing operations .................   $  (0.56)   $  (0.94)             $  (0.97)   $  (1.69)
                                               ========    ========              ========    ========
Basic and diluted net loss per share from
     discontinued operations ...............   $   --      $  (0.31)             $   --      $  (0.41)
                                               ========    ========              ========    ========
Basic and diluted net loss per share .......   $  (0.56)   $  (1.25)             $  (0.97)   $  (2.10)
                                               ========    ========              ========    ========
Adjusted weighted average shares of common
     stock outstanding used in computing
     basic and diluted net loss per share ..     33,250      29,691                31,487      29,691
                                               ========    ========              ========    ========
</TABLE>

  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)


<TABLE>
<CAPTION>
                                            Three months ended June 30,    Six months ended June 30,
                                            ---------------------------    -------------------------
                                                2001            2000           2001          2000
                                              ---------      ---------      ---------      ---------
<S>                                         <C>              <C>            <C>            <C>
Cash flows from operating activities:
   Net loss .............................     $ (18,485)     $ (37,258)     $ (30,660)     $ (62,426)
Adjustments to reconcile net loss to
   net cash used in operating activities
   of continuing operations:
   Loss from discontinued operations ....            --          9,251             --         12,136
   Expense recognized in connection with
    issuance of warrants and stock
    options .............................           680          1,187          1,375          1,957
   Write-down of investments ............            --          8,079            104          8,079
   Depreciation and amortization ........         5,143         11,291          9,439         22,759
   Deferred rent amortization ...........           (90)            --           (181)            --
   Provision for bad debt expense .......            81             --            (21)            --
   Loss from unconsolidated joint venture            --             --            127             --
   Minority interest ....................          (130)            --           (109)            --
Changes in assets and liabilities:
   Accounts receivable ..................         1,527         (2,274)         4,615            730
   Restricted cash and other assets .....          (658)          (119)           900        (10,708)
   Accounts payable and accrued expenses             28           (973)        (5,706)        (1,837)
   Deferred revenue .....................          (861)          (823)        (1,796)        (1,245)
                                              ---------      ---------      ---------      ---------

Net cash used in operating activities of
   continuing operations ................       (12,765)       (11,639)       (21,913)       (30,555)
                                              ---------      ---------      ---------      ---------

Cash flows from investing activities:
   Purchase of fixed assets .............        (1,595)        (3,519)        (4,098)        (5,300)
   Purchase of Women.com Networks, Inc.
    net of cash acquired of $14,198 .....        10,988             --         10,988             --
   Investment in Cooperative Beauty
    Ventures, L.L.C .....................            --             --           (300)            --
   Purchase of 30.1% of Cooperative
    Beauty Ventures, L.L.C., net of cash
    acquired of $358 ....................            --             --         (1,142)            --
   Investment in Kaleidoscope Network,
    Inc. ................................            --             --             --         (1,000)
                                              ---------      ---------      ---------      ---------

Cash provided by (used in) investing
   activities of continuing operations ..         9,393         (3,519)         5,448         (6,300)
                                              ---------      ---------      ---------      ---------

Cash flows from financing activities:
   Proceeds from issuance of common
    stock, net ..........................        19,068             --         19,068           (451)
   Proceeds from exercise of stock
    options .............................            --            352             --            712
   Principal payments on stockholders'
    notes receivable ....................         1,291          1,292          2,583          2,623
                                              ---------      ---------      ---------      ---------

Net cash provided by financing
   activities of continuing operations ..        20,359          1,644         21,651          2,884
                                              ---------      ---------      ---------      ---------

Cash used in discontinued operations ....          (329)          (996)          (522)        (3,533)

Net increase (decrease) in cash for the
    period ..............................        16,658        (14,510)         4,664        (37,504)
Cash and cash equivalents, beginning of
    period ..............................        36,969         83,016         48,963        106,010
                                              ---------      ---------      ---------      ---------

Cash and cash equivalents, end of period      $  53,627      $  68,506      $  53,627      $  68,506
                                              =========      =========      =========      =========
</TABLE>


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

                                       3

<PAGE>


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


Note 1 - The Company

Basis of Presentation

         iVillage Inc. (the "Company") was incorporated in the State of Delaware
on June 8, 1995 and commenced operations on July 1, 1995. The Company is a media
company that operates iVillage.com, Women.com, iVillage Solutions, Lamaze
Publishing, The Newborn Channel, and Astrology.com. iVillage.com is a leading
women's online destination providing practical solutions and everyday support
for women 18 and over. Lamaze Publishing produces advertising supported
educational materials for expectant and new parents. The Newborn Channel is a
satellite television network in over 1,000 hospitals nationwide.

         The Company has sustained net losses and negative cash flows from
operations since its inception. The Company's ability to meet its obligations in
the ordinary course of business is dependent upon its ability to achieve
profitable operations and/or raise additional financing through public or
private equity financings, collaborative or other arrangements with corporate
sources, or other sources of financing to fund operations. However, there is no
assurance that the Company will achieve profitable operations or that it will be
able to raise adequate financing from other sources. Management believes that
its current funds will be sufficient to enable the Company to meet its planned
expenditures through at least December 31, 2001. If anticipated operating
results are not achieved, management has the intent and believes it has the
ability to delay or reduce expenditures so as not to require additional
financial resources, if such resources were not available on terms acceptable to
the Company.

         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, sponsors 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.

         The numbers presented in this Form 10-Q include the results of
operations of Women.com Networks, Inc., a Delaware corporation and newly
acquired subsidiary of the Company, for the period from June 18, 2001 through
June 30, 2001.

Unaudited Interim Financial Information

         The unaudited interim condensed consolidated financial statements of
the Company for the three and six months ended June 30, 2001 and 2000,
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 the Company's Annual Report on Form 10-K for the year
ended December 31, 2000.

         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 June 30, 2001, and the results of its operations and its cash flows for the
three and six months ended June 30, 2001 and 2000, respectively. The results for
the three and six months ended June 30, 2001 are not necessarily indicative of
the expected results for the full fiscal year or any future period.



                                        4
<PAGE>


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

Reclassifications

         Within the condensed consolidated statements of operations, the Company
has made certain reclassifications to the prior year's revenue and expense
amounts to conform to the presentation in 2001. None of the reclassifications
impacted the Company's net loss or net loss per share attributable to common
stockholders in any period. The reclassifications include the combining of cost
of revenues with product development and technology to form the operating
expense line editorial, product development and technology.

Restricted Cash

         Restricted cash includes money held for a letter of credit securing a
real estate lease for the Company's New York office space.

Revenue and Receivables

         One advertiser, a subsidiary of Unilever United States, Inc.
("Unilever"), accounted for 17% and 15% of our total revenues for the three and
six months ended June 30, 2001, respectively, and our five largest advertisers
accounted for 31% and 30% of total revenues, respectively. No one advertiser
accounted for greater then 10% of our total revenues for the three and six
months ended June 30, 2000, and the five largest advertisers accounted for 26%
and 23% of total revenues, respectively. At June 30, 2001, Unilever accounted
for approximately 15% of the net accounts receivable, and at December 31, 2000,
Ford Motor Media accounted for approximately 11% of the net accounts receivable.

         Included in sponsorship and advertising revenues are barter
transactions, which accounted for approximately 8% and 6% of sponsorship and
advertising revenues for the three and six months ended June 30, 2001,
respectively, and 5% of sponsorship and advertising revenues for the
corresponding periods in 2000.

Net Loss Per Share

         Basic net loss per share is computed using the weighted-average number
of common shares outstanding during the period. Diluted net 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.

         Included in the calculation of weighted-average number of common shares
outstanding are 10,589,968 shares which have not been issued as of June 30,
2001. These shares are being held for former Women.com stockholders that have
not exchanged their Women.com shares for shares of the Company as of the balance
sheet date.

         Stock options and warrants in the amount of 10,983,383 shares for the
six months ended June 30, 2001 were not included in the computation of diluted
net loss per share as they were anti-dilutive as a result of net losses during
the period presented.

Note 2 - Discontinued Operations

         In June 2000, the Company decided to discontinue the operations of
iBaby, Inc. Results of these operations have been classified as discontinued
operations and all prior period results have been reclassified.

Net revenue and loss from discontinued operations are as follows (in thousands):

<TABLE>
<CAPTION>

                                                            Three months ended           Six months ended
                                                               June 30, 2000              June 30, 2000
                                                            ------------------           ----------------
<S>                                                              <C>                          <C>
       Net revenue.................................              $  2,055                     $  4,714
                                                                 =========                    =========
       Loss from discontinued operations ..........              $ (9,251)                    $(12,136)
                                                                 =========                    =========
</TABLE>


                                        5
<PAGE>

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


Current liabilities of discontinued operations, net as of June 30, 2001 are as
follows (in thousands):

       Other current assets..................................      $       6
       Accounts payable and accrued expenses.................           (366)
                                                                   ---------
       Current liabilities of discontinued operations, net...      $    (360)
                                                                   =========



Non-current assets of discontinued operations as of June 30, 2001 are as follows
(in thousands):

       Other assets..........................................      $      56
                                                                   =========
       Non-current assets of discontinued operations.........      $      56
                                                                   =========

Note 3 - Related Party Transactions

National Broadcasting Company, Inc

         In February 2001, the Company amended its November 1998 agreement with
the National Broadcasting Company, Inc. ("NBC") to provide for an extension of
time during which the Company must purchase its advertising or promotional spots
on the NBC network. The revised terms require the Company to purchase
approximately $11.6 million of advertising or promotional spots between January
30, 2001 and December 31, 2002, with $3.0 million of advertising or promotional
spots being telecast during the year 2001, of which $1.5 million was telecast
during the second quarter of 2001, and approximately $8.6 million during the
year 2002. As of June 30, 2001, included in the caption other current assets in
the condensed consolidated balance sheet is $3.5 million paid to NBC for
advertising or promotional spots to be broadcast during the years 2001 and 2002.

AOL Time Warner

         The Company has extended its interactive services agreement with
America Online, Inc ("AOL") until December 31, 2001 for a monthly fee of
$268,908.

         Women.com Networks, Inc., a Delaware corporation and a subsidiary of
the Company acquired in June 2001 ("Women.com"), is also party to an interactive
services agreement with AOL. This agreement is set to expire in March 2002
unless mutually extended, provided, however, that AOL has the option for a
two-year period to use one or more of the Women.com trademarks or tradenames as
keywords or text based links from the AOL network to the Women.com Web site. In
consideration for AOL carrying certain content of Women.com, Women.com receives
guaranteed impressions and other services. Women.com is obligated to pay AOL
approximately $5.65 million in carriage fees during the term of the agreement.
In addition, under the agreement, AOL has the exclusive right to sell or license
advertisements through Women.com's Astronet online area residing on the AOL
network and is entitled to a revenue share on such advertising.

         In addition, Women.com has entered into two amendments to the
interactive services agreement pursuant to which Women.com agreed to pay AOL an
additional carriage fee of approximately $3.5 million in consideration of AOL
providing Women.com with guaranteed placements for Astronet content in the
horoscopes area of the AOL network and the right to be the exclusive provider of
horoscopes content on ICQ.com. The amendments with AOL are set to expire in June
2002.



                                        6
<PAGE>


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


         Included in the caption sales and marketing in the condensed
consolidated statements of operations is approximately $1.2 million and $2.3
million of expense from the Company's AOL agreements for the three and six
months ended June 30, 2001, respectively.

Candice Carpenter

         In April 2001, the Company and Candice Carpenter, the Company's former
chief executive officer, amended their previous agreement to provide that Ms.
Carpenter would resign as a member of the Company's board of directors but would
remain an employee of the Company available for special projects at the request
of the Company's Chief Executive Officer and board of directors through December
31, 2002. Ms. Carpenter received a one-time lump sum cash payment of $1,327,900
(less an interest payment of $27,900 on her promissory note to the Company) in
lieu of the salary, bonus and other payments set forth in her October 2000
agreement with the Company and will receive a monthly salary of $3,100 in 2001
and $2,325 in 2002 (each less set-offs for future interest payments on her
promissory note). The Company's obligation to pay Ms. Carpenter salary
terminates on December 31, 2002. The amendment also provided that Ms. Carpenter
would surrender 333,334 Company stock options with an exercise price of $24.00
and 75,000 Company stock options with an exercise price of $17.17 to the
Company.

Hearst Communications, Inc.

         On February 5, 2001, the Company entered into a securities purchase
agreement with Hearst Communications, Inc. ("Hearst") and amended and restated
such agreement on February 22, 2001. Pursuant to the terms of the amended and
restated securities purchase agreement, Hearst agreed to purchase from the
Company 9,324,000 shares of the Company's common stock and a warrant exercisable
for 2,100,000 shares of the Company's common stock less the amounts of common
stock and warrants purchased by the other former Women.com stockholders pursuant
to a rights offering. In addition, under the amended and restated securities
purchase agreement, Hearst agreed to purchase, or was required to purchase,
additional shares of the Company's common stock in the event of any shortfall in
the amount of Women.com's cash and working capital on March 31, 2001. Finally,
Hearst was required to purchase from the Company additional shares of the
Company's common stock in the event that in excess of 2% of the Women.com
stockholders exercised appraisal rights.

         Accordingly, on June 18, 2001, Hearst purchased 9,171,343 shares of the
Company's common stock and a warrant to purchase 2,065,695 shares of the
Company's common stock for an aggregate purchase price of approximately $19.7
million. Hearst did not purchase any shares of the Company's common stock
pursuant to the shortfall provisions and the appraisal rights provisions of the
amended and restated securities purchase agreement described above.

         As a condition to Hearst's obligation to purchase shares of the
Company's common stock and warrant pursuant to the amended and restated
securities purchase agreement, the Company agreed to conduct a rights offering
under which each former Women.com stockholder as of April 16, 2001, other than
Hearst, would have the opportunity to purchase their pro rata portion of the
9,324,000 shares of the Company's common stock and warrant exercisable for
2,100,000 shares of the Company's common stock offered to Hearst. On June 15,
2001, the rights offering was completed and subsequently, the Company issued to
the former Women.com stockholders, other than Hearst, 152,657 shares of the
Company's common stock and warrants to purchase an additional 34,305 shares of
the Company's common stock for an aggregate purchase price of approximately $0.3
million.

         On June 18, 2001, and as amended and restated on June 20, 2001, the
Company entered into a



                                        7
<PAGE>


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


stockholder agreement with Hearst pursuant to which the Company is required to
appoint a maximum of three representatives of Hearst to separate classes of the
Company's Board of Directors. The number of representatives from Hearst is
determined by the amount of shares of the Company's common stock held by Hearst
or its affiliates. Currently, Hearst has three designees on the Company's Board
of Directors.

           The amended and restated stockholder agreement terminates on June 20,
2006 unless earlier terminated by the Company and Hearst. Upon any early
termination, any Hearst designees serving on the Company's Board of Directors
must immediately resign.

         As part of the merger with Women.com, the Company assumed an amended
and restated magazine content license and hosting agreement with Hearst. Under
this agreement, and as further amended by the Company and Hearst on June 18,
2001, the Company will provide production and hosting services for certain Web
sites affiliated with selected Hearst magazines. In consideration for these
services, Hearst agreed to:

      o  purchase from the Company at least $5.0 million per year for production
         services during the three-year term of the agreement, for a total of at
         least $15.0 million;

      o  place at least $2.0 million of Hearst advertising per year (total of $6
         million) on the iVillage network, which amount may be increased in the
         second and third years of the agreement if Hearst fails to pay the
         Company the required fees for production services as described above.
         If such a shortfall in production fees occurs in the second and third
         years of the agreement, Hearst must place additional advertising in an
         amount equal to 40% of the production fee shortfall; and

      o  grant to the Company a right of first offer on any new internet-based
         development projects initiated by Hearst that are appropriate for
         inclusion on the network.

         The agreement also provides for revenue sharing between the Company and
Hearst with respect to advertising revenues obtained by the Company from the
Hearst magazine Web sites and other Web sites of the Company containing
substantial Hearst content. This revenue sharing arrangement requires that the
Company pay Hearst a royalty payment, based on net advertising revenues, of at
least $3.9 million during the three-year term of the agreement. This amount
would be reduced on a pro rata basis if Hearst failed to expend the $5.0 million
in production fees in the second and third years of the agreement.

         The magazine content license and hosting agreement, as amended, expires
on June 18, 2004. However, the agreement may be terminated by either party
immediately upon written notice to the other party in the event of a bankruptcy,
insolvency or a change of control of the other party.


Note 4 - Business Acquisitions

Unilever

         In March 2001, the Company purchased 30.1% of Cooperative Beauty
Ventures, L.L.C. d/b/a Substance.com (the "venture") from Unilever for $1.5
million increasing its ownership to 80.1%. The agreement provides that the
Company will fund the ongoing business and operations of the venture, but not to
exceed $7.0 million, and terminates Unilever's funding obligation. As of June
30, 2001, the Company has contributed $1.8 million to the venture.

         Unilever can exercise a "put" option to require the Company to purchase
Unilever's remaining ownership interest for fair market value in the venture at
any time after September 30, 2002 or at any time



                                       8
<PAGE>


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


earlier, if the venture permits any person to use the "Substance" mark other
than in connection with the venture's business or the venture fails to use the
"Substance" mark in connection with its business from and after May 1, 2001. At
any time on or after September 30, 2002, the Company can exercise a "call"
option to require Unilever to sell its remaining interest in the venture to the
Company for fair market value; provided that Unilever can exercise a "call"
option superior to the Company's "call" option to purchase a portion of the
Company's membership interest in the venture for fair market value, up to a
limit of 50% of the ownership of the venture. In addition, at any time on or
after September 30, 2002, Unilever can exercise a "call" option to purchase a
portion of the Company's membership interest in the venture for fair market
value, up to a limit of 50% of the ownership of the venture. As a result of the
purchase transaction described above, the Company gained operational control of
the venture and the venture has been consolidated within the Company's financial
statements beginning in March 2001.

         In addition, the Company amended its February 2000 advertising
agreement with Unilever. The amendment increased Unilever's advertising purchase
commitment to $14.5 million from $12.0 million.

Women.com Networks, Inc.

         On June 18, 2001, the Company acquired all of the outstanding stock of
Women.com Networks, Inc., the operator of a leading women's online destination.
The aggregate purchase price paid was approximately $30.1 million consisting of
approximately $0.2 million in cash and 15,519,838 shares of the Company's common
stock. The difference between the purchase price and the fair value of the
acquired net assets of Women.com of approximately $33.3 million has been
allocated on a preliminary basis to goodwill and is being amortized over the
period of expected benefit, which is estimated to be three years. The Company is
in the process of obtaining a purchase price allocation.

         The accompanying unaudited pro forma summary presents consolidated
results of operations for the Company as if the acquisition of Women.com had
been consummated on January 1, 2000. The pro forma information does not
necessarily reflect the actual results that would have been achieved, nor is it
necessarily indicative of future consolidated results of the Company.


<TABLE>
<CAPTION>
                                                    Six months ended June 30,   Year ended December 31,
                                                              2001                     2000
                                                              ----                     ----
                                                          (in thousands, except per share data)
<S>                                                      <C>                    <C>
Revenues...........................................      $    34,220            $    119,999
Net loss from operations...........................      $   (56,547)           $   (303,874)
Net loss...........................................      $   (55,896)           $   (325,024)
Net loss per share.................................      $     (1.02)           $      (5.95)
</TABLE>



                                       9
<PAGE>

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

Note 5 - Commitments and Contingencies

Leases

     The Company leases office and warehouse space, and equipment, under
non-cancelable operating leases expiring at various dates through April 2015.
The following is a schedule of future minimum lease payments under
non-cancelable operating leases as of June 30, 2001:

                   Year ending June 30:               (in thousands)
                   ---------------------------------
                   2002............................           $  8,542
                   2003............................              8,135
                   2004............................              6,594
                   2005............................              6,316
                   2006............................              6,007
                   Thereafter......................             45,866
                                                              --------
                                                              $ 81,460
                                                              ========

         In March 2000, the Company entered into a fifteen-year lease for
approximately 105,000 square feet at 500-512 Seventh Avenue in which the Company
has consolidated its New York City operations. Pursuant to the terms of the
lease, the Company anticipates receiving approximately $5.3 million for
reimbursement of certain construction expenses. The benefit of the reimbursement
has been deferred and will be recognized ratably over the life of the lease. The
Company received approximately $3.8 million in January 2001 and approximately
$0.5 million in April 2001 as partial reimbursement of construction costs.

Litigation

         Several plaintiffs have filed class action lawsuits against the Company
and several of its present and former executives and our underwriters in
connection with its March 1999 initial public offering in federal court. The
complaints generally assert claims under the Securities Act of 1933, the
Securities Exchange Act of 1934 and rules promulgated by the Securities and
Exchange Commission. The complaints seek class action certification, unspecified
damages in an amount to be determined at trial, and costs associated with the
litigation, including attorneys' fees.

         The Company believes that the lawsuits and claims asserted against it
pursuant to these class action complaints are without merit and intends to
vigorously defend against these claims. The Company does not believe that an
adverse outcome of any of these legal proceedings will have a material adverse
effect on the Company's results of operations.


Note 6 - Subsequent Events

         On July 16, 2001, the Company acquired control of Public Affairs Group,
Inc., operator of Business Women's Network ("BWN"), a privately-held,
Washington, D.C. based company. BWN connects over 5,000 national and
international women's businesses, professional organizations, and Web sites that
represent approximately 39 million executive and entrepreneurial women across
the United States and in many countries. The purchase price was approximately
$0.9 million.


                                       10
<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 we caution you that any forward-looking
information provided by or on our behalf is not a guarantee of future
performance. Actual results could differ materially from those anticipated in
such forward-looking statements due to a number of factors, some of which are
beyond our control, in addition to those risks discussed below and in our other
public filings, press releases and statements by our 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 our business, (iv) the impact of recent
and future acquisitions and joint ventures on our business and financial
condition, (v) our ability to establish and maintain relationships with
advertisers, sponsors, and other third party providers and partners, (vi) the
impact of pending litigation on our business and financial condition and (vii)
our ability to successfully integrate and manage our acquisition of Women.com.
All such forward-looking statements are current only as of the date on which
such statements were made. We do 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

         We are a media company that operates iVillage.com, Women.com, iVillage
Solutions, Lamaze Publishing, The Newborn Channel and Astrology.com.
iVillage.com is a leading women's online destination providing practical
solutions and everyday support for women 18 and over. Lamaze Publishing produces
advertising supported educational materials for expectant and new parents. The
Newborn Channel is a satellite television network in over 1,000 hospitals
nationwide.

         In June 2000, we decided to discontinue the operations of our iBaby,
Inc. subsidiary. As such, all discussion and analysis below represents solely
our continuing operations.

         In addition, the discussion and analysis below includes the results of
operations of Women.com for the period from June 18, 2001 through June 30, 2001.

         To date our revenues have been derived primarily from the sale of
sponsorship and advertising contracts. 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 other
text or images. As part of certain sponsorship agreements, sponsors who also
sell products may provide us with a commission on sales of their products
generated through our Web sites. To date, these amounts have not been
significant.

         Advertising revenues are derived principally from short-term
advertising contracts in which we



                                       11
<PAGE>


typically guarantee a minimum number of impressions or pages to be delivered to
users over a specified period of time for a fixed fee. Sponsorship and
advertising revenues are recognized ratably in the period in which the
advertisement is displayed, provided that we have no continuing obligations 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. To the extent that minimum
guaranteed impressions are not met, we defer recognition of the corresponding
revenues until the guaranteed impressions are achieved.

         Included in sponsorship and advertising revenues are revenues from
advertising placements in Lamaze Publishing's publications, videos and Web site
and satellite broadcasts on the Newborn Channel. In addition, revenues are
generated through a sampling and coupon program, which offers advertisers the
ability to distribute samples, coupons and promotional literature to new and
expectant mothers.

         Sponsorship and advertising revenues also include barter revenues,
which generally represent exchanges by us of advertising space on our Web sites
for reciprocal advertising space or traffic on other Web sites. Revenues and
expenses from these barter transactions are recorded based upon the fair value
of the advertisements delivered. Fair value of advertisements delivered is based
upon our recent historical practice of receiving cash from similar advertisers.
Barter revenues are recognized when the advertisements are displayed on
iVillage.com and its affiliated properties. Barter expenses are recognized when
our advertisements are displayed on the reciprocal Web sites or properties,
which is typically in the same period as when advertisements are displayed on
iVillage.com and its affiliated properties, and are included as part of sales
and marketing expenses. Revenues from barter transactions were approximately
$1.3 million and $1.7 million for the six months ended June 30, 2001 and 2000,
respectively.

         Revenues from the e-commerce portion of 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 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. These fees are recognized on a
straight-line basis over the life of the contract.

         We have and expect to continue to receive revenues from new initiatives
involving subscription-based electronic newsletters, the sale of research and
the provision of production, consulting and other technical services. While we
believe that one or more of these new initiatives will develop into a new source
of significant revenues, there can be no assurance that we will be successful in
any of these endeavors since none of them have generated any significant
revenues to date.

         We have and expect to continue to reduce our costs through increased
managerial efficiencies and several expense reduction initiatives targeted at
certain expenses, including without limitation, reduced advertising, targeted
staff reductions, reduced company employee benefit plan costs, as well as other
initiatives. During the quarter ended June 30, 2001, we reduced our staff by
approximately 90 people. Through June 30, 2001, we have paid approximately $4.2
million for severance and related costs for staff reduction and merger-related
layoffs.

         Our management expects to be able to significantly reduce the
expenditures of the combined company resulting from the acquisition of Women.com
through elimination of overlapping personnel, facilities, marketing expenses,
technology, and legal, accounting and regulatory fees. We also believe that we
generally can leverage our current operating infrastructure to meet our future
operational needs and integrate any necessary Women.com technology without
incurring any material costs.



                                       12
<PAGE>

Results of Operations

Revenues

         Revenues were approximately $11.4 million and $24.0 million for the
three and six months ended June 30, 2001, respectively, which represents a
decrease of approximately 41% and 36%, respectively, when compared with the
corresponding periods' revenues of $19.4 million and $37.5 million in 2000. The
decrease in revenues was primarily due to lower sponsorship and advertising
revenues during 2001 from Internet advertisers, and an overall downturn in the
online advertising sector. Sponsorship and advertising revenues were $10.0
million and $21.1 million, or 87% and 88% of total revenues, for the three and
six months ended June 30, 2001, respectively, compared to approximately $17.7
million and $34.3 million, or 91% and 92% of total revenues, respectively, for
the corresponding periods in 2000. Revenues from Lamaze Publishing and The
Newborn Channel accounted for approximately 25% and 26% of sponsorship and
advertising revenues for the three and six months ended June 30, 2001,
respectively, compared to approximately 18% and 17% for the corresponding
periods in 2000.

         One advertiser, a subsidiary of Unilever United States, Inc.
("Unilever"), accounted for 17% and 15% of our total revenues for the three and
six months ended June 30, 2001, respectively, and our five largest advertisers
accounted for 31% and 30% of total revenues, respectively. No one advertiser
accounted for greater then 10% of our total revenues for the three and six
months ended June 30, 2000, and the five largest advertisers accounted for 26%
and 23% of total revenues, respectively. At June 30, 2001, Unilever accounted
for approximately 15% of the net accounts receivable, and at December 31, 2000,
Ford Motor Media accounted for approximately 11% of the net accounts receivable.

         Included in sponsorship and advertising revenues are barter
transactions, which accounted for approximately 8% and 6% of sponsorship and
advertising revenues for the three and six months ended June 30, 2001,
respectively, and 5% of sponsorship and advertising revenues for the
corresponding periods in 2000.

         Included in revenues are fees received from the licensing of portions
of our content, and fees from chart sales through Astrology.com, which accounted
for approximately 13% and 12% of total revenues for the three and six months
ended June 30, 2001, respectively, compared to approximately 9% and 8% for the
comparable periods in 2000.

Operating Expenses

Editorial, Product Development and Technology

         Editorial, product development and technology expenses consist
primarily of payroll and related expenses for the editorial, technology, Web
site design and production staffs, severance costs for terminated employees, the
cost of communications, related expenditures necessary to support our Web sites,
software development, technology and support operations, and an allocation of
facility expenses, which is based on the number of personnel. Editorial, product
development and technology expenses for the three and six months ended June 30,
2001 were approximately $9.2 million and $18.0 million, or 80% and 75% of total
revenues, respectively. Editorial, product development and technology expenses
were approximately $9.1 million and $17.2 million, or 47% and 46% of total
revenues, respectively, for



                                       13
<PAGE>


the corresponding periods in 2000. The increase between the comparable six month
periods was primarily attributable to the acquisitions of Women.com and a
majority interest in Cooperative Beauty Ventures, L.L.C. which resulted in
incremental costs of $0.1 million and $0.4 million, respectively, severance
costs for terminated employees of $1.0 million, higher production costs related
to Lamaze Publishing's publications of $0.5 million, offset by a decrease in
salaries and related benefits of $1.1 million. Editorial, product development
and technology expenses increased as a percentage of total revenues as a result
of the decline in revenues for the three and six months ended June 30, 2001
compared to the same periods in 2000.

Sales and Marketing

         Sales and marketing expenses consist primarily of costs related to
distribution agreements, payroll and expenses for sales and marketing personnel,
severance costs for terminated employees, 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 and
six months ended June 30, 2001 were approximately $10.7 million and $19.7
million, or 93% and 82% of total revenues, respectively. Sales and marketing
expenses were approximately $13.8 million and $29.7 million, or 72% and 79% of
total revenues, for the comparable periods in 2000. The dollar decrease in sales
and marketing expenses for the six months ended June 30, 2001, as compared to
2000, was primarily attributable to our continued cost reduction initiatives
which resulted in a $7.7 million decrease in advertising expenses, a decrease in
salaries, commissions and related benefits of $1.8 million, offset partially by
severance costs for terminated employees of $0.9 million. Sales and marketing
expenses increased as a percentage of total revenues for the three and six
months ended June 30, 2001 compared to the same periods in 2000 primarily as a
result of the decline in revenues.

         Included in sales and marketing expenses are barter transactions, which
amounted to approximately 7% of sales and marketing costs during the three and
six months ended June 30, 2001, compared to 7% and 6 % of sales and marketing
costs for the comparable periods in 2000, respectively.

General and Administrative

         General and administrative expenses consist primarily of payroll and
related expenses and benefits and related costs for general corporate overhead,
including executive management, finance, allocated facilities, human resources,
and legal, severance costs for terminated employees, non-capitalizable costs
associated with our acquisition with Women.com, and other professional fees.
General and administrative expenses for the three and six months ended June 30,
2001 were $5.6 million and $8.8 million, or 49% and 37% of total revenues,
respectively. For the comparable periods in 2000, general and administrative
expenses were approximately $6.5 million and $13.1 million, or 33% and 35% of
total revenues, respectively. The decrease in general and administrative
expenses for the comparable six month period was primarily due to a decrease in
consultant and professional fees of $2.3 million, recruiting fees of $0.6
million, expenses incurred for international endeavors of $1.1 million, costs
associated with our New York office space of $0.4, offset by a lump-sum payout
to the former Chief Executive Officer of $1.3 million. General and
administrative expenses increased as a percentage of total revenues for the
three and six months ended June 30, 2001 compared to the same periods in 2000 as
a result of a decline in revenues.

Depreciation and Amortization

         Depreciation and amortization expenses for the three and six months
ended June 30, 2001 were approximately $5.1 million and $9.4 million, or 45% and
39% of total revenues, respectively. For the comparable periods in 2000,
depreciation and amortization expenses were $11.3 million and $22.8



                                       14
<PAGE>


million, or 58% and 61% of total revenues, respectively. The dollar decrease
between 2000 and 2001 was primarily attributable to a reduction in amortization
expense resulting from the impairment of goodwill recorded in the third quarter
of 2000, relating to the acquisitions of OnLine Psychological Services, Inc. and
Code Stone Technologies, Inc., Lamaze Publishing and Family Point Inc.

Interest Income, Net

         Interest income, net includes interest income from our cash balances.
Interest income, net for the three and six months ended June 30, 2001 was
approximately $0.6 million and $1.4 million, or 5% and 6% of total revenues,
respectively. For the comparable periods in 2000, interest income, net was
approximately $1.3 million and $2.9 million, or 7% and 8% of total revenues,
respectively. The dollar decrease between 2000 and 2001 was due to lower average
net cash and cash equivalents balances in 2001 than in 2000.

Recent Events

         On July 16, 2001, we acquired control of Public Affairs Group, Inc.
operator of Business Women's Network (BWN), a privately-held, Washington, D.C.
based company. BWN connects over 5,000 national and international women's
businesses, professional organizations, and Web sites that represent
approximately 39 million executive and entrepreneurial women across the United
States and in many countries. The purchase price was approximately $0.9 million.

Liquidity and Capital Resources

         As of June 30, 2001, we had approximately $53.6 million in cash and
cash equivalents and approximately $9.3 million of restricted cash. Cash
equivalents include money market accounts. The restricted cash includes money
held for a letter of credit securing a real estate lease for our office space.
We maintain our cash and cash equivalents in highly rated financial
institutions.

         We have sustained net losses and negative cash flows from operations
since our inception. Our ability to meet our obligations in the ordinary course
of business is dependent upon our ability to achieve profitable operations
and/or raise additional financing through public or private equity financings,
collaborative or other arrangements with corporate sources, or other sources of
financing to fund operations. However, there is no assurance that we will
achieve profitable operations or that we will be able to raise adequate
financing from other sources. Management believes that our current funds will be
sufficient to enable us to meet our planned expenditures through at least
December 31, 2001. If anticipated operating results are not achieved, management
has the intent and believes it has the ability to delay or reduce expenditures
so as not to require additional financial resources, if those resources were not
available on terms acceptable to us.

         Our management has publicly stated that they expect our EBITDA, or
earnings before income taxes, depreciation and amortization, to be positive by
the third quarter of 2001. Although, as of the date of this Form 10-Q, our
management continues to have an expectation of third quarter EBITDA
profitability, this expectation is primarily based on internal estimates of
expected revenue growth, most of which relate to expected increased advertising
related revenues, and continuing emphasis on controlling all operating expenses.
These estimates and expectations are based on our historical results of
operations and may not accurately reflect our future results of operations,
particularly since the advertising market is in the midst of a recession and we
have recently been unable to achieve quarterly revenue growth. There can be no
assurance that we will attain EBITDA profitability in the third quarter of 2001,
or during any subsequent quarter due to significant uncertainties and
contingencies surrounding our estimates and expectations.



                                       15
<PAGE>



         Net cash used in operating activities from continuing operations
increased to approximately $12.8 million for the three months ended June 30,
2001, from $11.6 million for the comparable period in 2000. Net cash used in
operating activities from continuing operations decreased to approximately $21.9
million for the six months ended June 30, 2001, from $30.6 million for the
comparable period in 2000. The overall decrease in net cash used in operating
activities from continuing operations resulted primarily from a decrease in
losses from continuing operations and a decrease in accounts receivable, offset
by a decrease in accounts payable and accrued expenses. The decreased loss from
continuing operations was primarily due to the decrease in sales and marketing
and general and administrative expenses resulting from our expense reduction
initiatives and a reduction in amortization expense resulting from the
impairment charge recorded in the third quarter of 2000, offset by lower
revenues in 2001.

         Cash provided by investing activities from continuing operations was
approximately $9.4 million and $5.4 million for the three and six months ended
June 30, 2001, respectively. This compares to cash used in investing activities
from continuing operations of approximately $3.5 million and $6.3 million for
the three and six months ended June 30, 2000. The overall increase in cash
provided by investing activities from continuing operations for the three and
six months ended June 30, 2001 to the comparable periods in 2000 was primarily
from the acquisition of Women.com in the second quarter 2001 resulting in net
cash acquired of $11.0 million and lower fixed asset purchases of $1.2 million.

         Net cash provided by financing activities from continuing operations
amounted to approximately $20.4 million and $21.7 million for the three and six
months ended June 30, 2001, respectively, compared to approximately $1.6 million
and $2.9 million for the three and six months ended June 30, 2000, respectively.
The overall increase in cash provided by financing activities was primarily
attributable to the purchase of shares of common stock and warrants for $20.0
million by Hearst and other former Women.com stockholders, offset slightly by
the costs associated with the issuance of stock and warrants for the Women.com
acquisition and rights offering of $0.9 million.

         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. 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 for up to twelve months after expiration of the agreement upon the
occurrence of certain events. During July 2001, we paid Allen & Company a fee of
approximately $2.0 million in connection with their services related to the
Women.com acquisition.

        In March 2000, we entered into a fifteen-year lease for approximately
105,000 square feet at 500-512 Seventh Avenue in which we have consolidated our
New York City operations. The financial commitment for rent at this office space
is approximately $4.7 million for the next twelve months. Pursuant to the terms
of the lease, we received approximately $3.8 million in January 2001 and
approximately $0.5 million in April 2001 and anticipate receiving an additional
approximately $1.0 million for reimbursement of certain construction expenses.
We also expect to spend an additional approximately $0.3 million to complete the
construction project. We are currently exploring several



                                       16
<PAGE>


alternatives to reduce our lease commitment, including subleasing a portion of
our space under the lease.

        In February 2001, we further amended our November 1998 agreement with
NBC to provide for an extension of time during which we must purchase our
advertising or promotional spots on the NBC network. The revised terms require
us to purchase approximately $11.6 million of advertising or promotional spots
between January 30, 2001 and December 31, 2002, with $3.0 million of advertising
or promotional spots being telecast during the year 2001, of which $1.5 million
was telecast during the second quarter of 2001, and approximately $8.6 million
during the year 2002. As of June 30, 2001, included in the caption other current
assets in the condensed consolidated balance sheet is $3.5 million paid to NBC
during the first and second quarters of 2001 for advertising or promotional
spots to be televised during the years 2001 and 2002.

          In March 2001, we purchased 30.1% of Cooperative Beauty Ventures,
L.L.C. d/b/a Substance.com (the "venture") from Unilever for $1.5 million
increasing our ownership to 80.1%. The agreement revised our funding obligation
and provides that we will fund the ongoing business and operations of the
venture, but not to exceed $7.0 million, and terminates Unilever's funding
obligation. As of June 30, 2001, we have contributed $1.8 million to the
venture.

         Unilever can exercise a "put" option to require us to purchase
Unilever's remaining ownership interest for fair market value in the venture at
any time after September 30, 2002 or at any time earlier, if the venture permits
any person to use the "Substance" mark other than in connection with the
venture's business or the venture fails to use the "Substance" mark in
connection with its business from and after May 1, 2001. At any time on or after
September 30, 2002, we can exercise a "call" option to require Unilever to sell
its remaining interest in the venture to us for fair market value; provided that
Unilever can exercise a "call" option superior to our "call" option to purchase
a portion of our membership interest in the venture for fair market value, up to
a limit of 50% of the ownership of the venture. In addition, at any time on or
after September 30, 2002, Unilever can exercise a "call" option to purchase a
portion of our membership interest in the venture for fair market value, up to a
limit of 50% of the ownership of the venture. As a result of the purchase
transaction described above, we gained operational control of the venture and
the venture was consolidated within our financial statements beginning in March
2001.

         In addition, we amended our February 2000 advertising agreement with
Unilever. The amendment increased Unilever's advertising purchase commitment to
$14.5 million from $12.0 million. Through June 30, 2001, we have earned
approximately $6.5 million under the advertising agreement and approximately
$8.0 million of the advertising purchase commitment remains from July 1, 2001
through March 31, 2003.

         In April 2001, we amended our previous agreement with Candice
Carpenter, our former chief executive officer, to provide that Ms. Carpenter
would resign as a member of our board of directors but would remain our employee
available for special projects at the request of our Chief Executive Officer and
board of directors through December 31, 2002. Ms. Carpenter received a one-time
lump sum cash payment of $1,327,900 (less an interest payment of $27,900 on her
promissory note to us) in lieu of the salary, bonus and other payments set forth
in her October 2000 agreement with us and will receive a monthly salary of
$3,100 in 2001 and $2,325 in 2002 (each less set-offs for future interest
payments on her promissory note). Our obligation to pay Ms. Carpenter salary
terminates on December 31, 2002. The amendment also provided that Ms. Carpenter
would surrender 333,334 iVillage stock options with an exercise price of $24.00
and 75,000 iVillage stock options with an exercise price of $17.17 to us.

         On June 18, 2001, we acquired all of the outstanding stock of Women.com
Networks, Inc., the operator of a leading women's online destination. The
aggregate purchase price paid was approximately $30.1 million consisting of
approximately $0.2 million in cash and



                                       17
<PAGE>


15,519,838 shares of our common stock. The difference between the purchase price
and the fair value of the acquired net assets of Women.com of approximately
$33.3 million has been allocated on a preliminary basis to goodwill and is being
amortized over the period of expected benefit, which is estimated to be three
years. We are in the process of obtaining a purchase price allocation.

         On June 18, 2001, Hearst purchased 9,171,343 shares of our common stock
and a warrant to purchase 2,065,695 shares of our common stock for an aggregate
purchase price of approximately $19.7 million pursuant to an amended and
restated securities purchase agreement.

         Pursuant to a rights offering to each former Women.com stockholder as
of April 16, 2001, other than Hearst, subsequent to June 15, 2001, the day the
rights offering was completed, we issued 152,657 shares of our common stock and
warrants to purchase an additional 34,305 shares of our common stock for an
aggregate purchase price of approximately $0.3 million.

         Pursuant to an amended and restated magazine content license and
hosting agreement with Hearst, Hearst has committed to purchase from us between
$15.0 and $21.0 million of production and advertising services over a three-year
period.

         Our capital requirements depend on numerous factors, including:

            o  market acceptance of our services;

            o  the amount of resources we devote to investments in our network,
               including entering into joint ventures with and/or 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.

Risk Factors That May Affect Results of Operations and Financial Condition

In attempting to integrate the business and technology of Women.com, we will
incur significant costs which may harm our business.

         We expect to incur costs and commit significant management time
integrating Women.com's operations, technology, Web sites, products, customers
and personnel. These costs may be substantial and may include costs for:

            o  integration of operations, including combining teams and
               processes in various functional areas;

            o  reorganization or closure of operations and/or facilities,
               including the cost of office space that we are unable to
               sublease;

            o  integration of technology, Web sites and products;

            o  fees and expenses of professionals and consultants involved in
               completing the integration process; and

            o  potential existing liabilities of Women.com.

         Successful integration of Women.com's operations, technology, Web
sites, products, customers and personnel will place a significant burden on our
management and internal resources. The diversion of the attention of management
and any difficulties encountered in the transition and integration process



                                       18
<PAGE>


could have a material adverse effect on our future business, financial condition
and operating results.


If we do not successfully integrate the business and operations of Women.com,
our financial results and our ability to achieve profitability will be adversely
affected.

         Upon the closing of the merger, we commenced the integration of
Women.com's operations, technology, Web sites, products, customers and
personnel. We have strived to maintain the companies' relationships with key
customers and joint venturers. Integration efforts may be difficult and
unpredictable because of possible cultural conflicts and different opinions on
strategic plans, personnel and other decisions. Integration may be made more
difficult because our operations are centered in New York while Women.com's
operations were centered in California. We do not know whether we will be
successful in these integration efforts and we cannot assure you that we will be
able to integrate the business and operations of Women.com in a timely and
efficient manner. If we cannot successfully integrate Women.com's operations,
technology, Web sites, products, customers and personnel and maintain our and
Women.com's relationships with key customers and joint venturers, our business,
financial condition and results of operations may be seriously harmed.

The market price of our common stock may decline after completion of the merger.

         The market price of our common stock may decline after completion of
the merger if:

            o  the integration of the business and operations of Women.com is
               unsuccessful or takes longer than anticipated;

            o  the effect of the merger on our financial results is not
               consistent with the expectations of securities analysts or
               investors;

            o  we do not achieve the perceived benefits of the merger as rapidly
               as, or to the extent, anticipated by securities analysts or
               investors; or

            o  following the merger, our significant stockholders decide to
               dispose of their shares because the results of the merger are not
               consistent with their expectations.

Hearst owns approximately 32.1% of the outstanding shares of our common stock
and has three representatives on our board of directors, and therefore Hearst
will be able to significantly influence our corporate direction and policies.

         Hearst owns approximately 32.1% of the outstanding shares of our common
stock. This assumption assumes that all of the shares of Women.com held by
former Women.com stockholders have been exchanged for shares of our common stock
and accordingly there are 54,545,202 shares of our common stock outstanding. In
addition, Hearst holds a warrant entitling it to purchase 2,065,695 shares of
our common stock.

        Pursuant to an amended and restated stockholder agreement entered into
Hearst and us, on June 20, 2001 we appointed three representatives of Hearst to
our board of directors, with one Hearst designee appointed to each class of
director. The amended and restated stockholder agreement provides that the
number of Hearst's representatives is subject to reduction if Hearst's ownership
of our common stock falls below certain threshold levels. There is also a Hearst
representative on each of our nominating and compensation committees.

        Hearst's board representation and stock ownership will allow Hearst to
significantly influence our



                                       19
<PAGE>


corporate direction and policies, including any mergers, acquisitions,
consolidations, strategic relationships or sales of assets. This board
representation and stock ownership may also discourage or prevent transactions
involving an actual or potential change of control, including transactions in
which our stockholders would otherwise receive a premium for their shares. In
addition, the interests of Hearst, which owns or has significant investments in
other businesses, including cable television networks, newspapers, magazines and
electronic media, may from time to time be competitive with, or otherwise
diverge from, our interests, particularly with respect to new business
opportunities and future acquisitions.

         Although Hearst is required to vote all shares that it holds in excess
of 25% (subject to adjustment) of our voting securities in accordance with the
recommendation of our board of directors, Hearst may effectively control certain
stockholder actions, including approving changes to our certificate of
incorporation or bylaws and adopting or changing equity incentive plans.
Hearst's effective control over stockholder actions may also determine the
outcome of any merger, consolidation, sale of all or substantially all of our
assets or other form of change of control that we might consider.

We have a limited operating history and may face difficulties encountered in the
new and rapidly evolving markets in which we operate.

         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. The risks and difficulties faced by
us include our ability to:

            o  attract a larger audience to the iVillage network of Web sites;

            o  increase awareness of our brand;

            o  strengthen user loyalty;

            o  offer compelling content;

            o  maintain 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 have not achieved profitability 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 attributable
to common stockholders of approximately $37.3 million for the six months ended
June 30, 2001, $191.4 million for the year ended December 31, 2000 and $116.6
million for the year ended December 31, 1999. As of June 30, 2001, our
accumulated deficit was approximately $415.0 million. 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.

        There can be no assurance that we will achieve sufficient revenues for
profitability, and even if we do achieve profitability, there can be no
assurance that we will be able to sustain or increase profitability on a
quarterly or annual basis. 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



                                       20
<PAGE>


financial condition will be materially and adversely affected. Because our
strategy includes acquisitions of and joint ventures with other businesses,
acquisition and joint venture expenses and any cash used to make these
acquisitions and joint ventures will reduce our available cash.

Our quarterly revenues and operating results are not indicative of future
performance, are difficult to forecast and have been and are likely to continue
to fluctuate.

         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
addition, our operating results are likely to fluctuate significantly from
quarter to quarter as a result of several factors, many of which are outside our
control, and any of which could materially harm our business. These factors
include:

            o  fluctuations in the demand for Internet advertising or electronic
               commerce;

            o  bankruptcies or other payment defaults of Internet companies
               which are a source of advertising revenues;

            o  changes in the level of traffic on our network; and

            o  fluctuations in marketing expense and technology infrastructure
               costs.

        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. We plan to expand and develop content, and 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 reduction in revenues in a particular quarter, which may materially
and adversely affect our business, results of operations and financial
condition.

        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. In addition, if our revenues in any
particular quarter are lower than anticipated, we may be unable to reduce
spending in that quarter. If we have a shortfall in revenues in relation to our
expenses, then our business, results of operations and financial condition would
be materially and adversely affected.

We may need to raise additional capital, and our prospects for obtaining
additional financing are uncertain.

         We currently anticipate that our existing cash and cash equivalents
will be sufficient to meet our anticipated capital expenditures and working
capital requirements for at least the next twelve months. However, the amount of
cash and cash equivalents that we will need in the future cannot be accurately
predicted and depends on many factors, including the amount of revenues received
and expenses incurred in connection with the operation of our business including
the costs of integrating the operations of Women.com. Accordingly, we may need
to raise additional funds in the near future to fund its operations. There can
be no assurance that additional financing will be available to us on acceptable
terms, or at all. In particular, unless the market price of our common stock
increases dramatically, it is unlikely that we will be able to raise funds
through a public offering of our common stock. If adequate funds are not
available or are not available on acceptable terms, we would have to scale back
our business and our business and financial condition would be harmed, or we may
be forced to cease operations entirely.


                                       21
<PAGE>


Our business will be harmed if Internet usage does not continue to grow.

         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, including the
usage of our Web sites, could grow more slowly or decline.

The market for Internet advertising is still developing. If the Internet fails
to gain further acceptance as a medium for advertising, we would have slower
revenue growth than expected and would incur greater than expected losses.

         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. Accordingly,
our business depends on market acceptance of the Internet as a medium for
advertising.

         Although, there are currently several standards for the measurement of
the effectiveness of Internet advertising, the industry has had difficulty
convincing potential advertisers that Internet advertising is a significant
advertising medium. Advertisers and advertising agencies that have historically
relied on traditional forms of advertising may be reluctant or slow to adopt
online advertising. In addition, advertisers and advertising agencies that use
the Internet as an advertising medium may find online advertising to be less
effective for promoting their products and services than traditional advertising
media, including television, radio and print. Advertisers and advertising
agencies that have invested substantial resources in traditional methods of
advertising may also be reluctant to reallocate their resources to online
advertising. Moreover, software programs that limit or prevent advertising from
being delivered to an Internet user's computer are available. Widespread
adoption of this software could adversely affect the commercial viability of
Internet advertising. The market for online advertising also depends on the
overall growth and acceptance of electronic commerce. If the markets for online
advertising and electronic commerce fail to develop or develop more slowly than
we expect, or if we are unable to adapt to new forms of Internet advertising, we
would have slower than expected revenue growth and would incur greater than
expected losses, and our business and financial condition would be harmed.


                                       22
<PAGE>

         Furthermore, 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.

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

         We depend on a limited number of advertisers for a significant portion
of our revenues. For the six months ended June 30, 2001, and the year ended
December 31, 2000, revenues from our five largest advertisers accounted for
approximately 30% and 23% of our total revenues, respectively. One advertiser,
Unilever, accounted for 15% of our total revenues for the six months ended June
30, 2001, and no one advertiser accounted for greater than 10% of our total
revenues for the year ended December 31, 2000. At June 30, 2001, Unilever
accounted for approximately 15% of the net accounts receivable, and at December
31, 2000, Ford Motor Media accounted for approximately 11% of the 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 advertisers. In addition, our largest advertisers have in the past
varied over time, and we anticipate that they will continue to do so in the
future.

         Consequently, the loss of even a small number of our largest
advertisers at any one time may adversely affect our business, financial
condition and results of operations, unless we are able to enter into a
sufficient number of new comparable contracts.

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 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 also could incur substantial
costs if we need to modify our services or infrastructures to adapt to these
changes.

Seasonal and cyclical patterns may adversely 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 also in our
market, which, if similar to those in traditional media, may result in lower
advertising revenues in the first and third calendar quarters of each year. In
addition, traffic levels on our Web sites typically fluctuate during the summer
and year-end vacation and holiday periods.

         These seasonal and cyclical patterns may adversely affect our business,
financial condition and results of operations.

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 six weeks for smaller



                                       23
<PAGE>


agreements and longer 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.

We rely on third parties to adequately measure the demographics of our user base
and delivery of advertisements on our Web sites. Our business would be harmed if
these third parties fail to provide this service to us.

         It is important to our advertisers that we accurately measure the
demographics of our user base and the delivery of advertisements on our Web
sites. We depend on third parties to provide many of these measurement services.
If these third parties are unable or unwilling to provide these services to us
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. Either of these events
would adversely affect our business.

We rely on third parties to drive traffic to our Web sites and generate page
views, and our business and financial condition would be harmed if these third
parties were to no longer provide this service.

         AOL has accounted for a significant portion of our online traffic based
on the delivery to us of a guaranteed number of impressions. Although it is
difficult to accurately measure, we believe that AOL accounts for in excess of
15% of our online traffic. Our agreement with AOL does not prohibit AOL from
carrying online sites or developing and providing content that compete with our
Web sites, and AOL currently carries competing Web sites. Our agreement with AOL
expires on December 31, 2001. See also "AOL Time Warner's investments in our
competitors may result in conflicts of interest for AOL Time Warner that could
be adverse to us" below.

         Women.com relies on its Astronet site to generate a significant portion
of its page views and Astronet depends on AOL for traffic. During the year ended
December 31, 2000, approximately 21% of Women.com's page views were generated by
Astronet and, during that same period, approximately 45% of Astronet's traffic
was generated by AOL.

         If AOL discontinues carrying our channels, or Women.com's Astronet
site, our business, results of operations and financial condition would be
materially adversely affected.


                                       24
<PAGE>


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, Trellix Corporation for personal space home pages
and Critical Path Inc. for 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.

AOL Time Warner's investments in our competitors may result in conflicts of
interest for AOL Time Warner that could be adverse to us.

        AOL Time Warner, which has accounted for a significant portion of our
online traffic, 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 Time Warner the assets of
electra.com, an online women's network, and Thrive Partners LLC, the operator of
thriveonline.com, a health Web site, and entered into a television distribution
agreement with AOL Time Warner. Prior to the merger, AOL Time Warner owned
approximately 8.4% of our outstanding common stock. After the merger, AOL Time
Warner owns approximately 4.6% of our outstanding common stock. The relationship
between AOL Time Warner and Oxygen Media and the relationship between AOL Time
Warner and us may result in a conflict of interest for AOL Time Warner, which
could adversely effect our relationship and our current negotiations of a new
agreement with AOL Time Warner or result in the diversion of attractive business
opportunities from AOL Time Warner to another entity other than us. Our other
principal investors, such as NBC, Rho Management Company, Inc. and Hearst, may
have similar conflicts of interests by virtue of their other investments. For
example, NBC has invested in NBCi.com, an interactive Web site which competes
with us for advertisers, users, content and strategic partners. We are unable to
determine what other competing investments these principal investors may have
since none have publicly disclosed, or otherwise informed us, of the scope or
subject of their specific other Internet or media-related investments,
particularly since both Rho Management Company and Hearst are privately-held
companies. In addition, we do not have the ability to constrain the investment
activity of any of our principal investors and therefore cannot predict the
extent of any future investments in businesses that are competitive with us.

Restrictions on our ability to enter into sponsorship, advertising or other
business relationships with Hearst's competitors may adversely affect our
business.

         In connection with the merger, we assumed a magazine content license
and hosting agreement originally entered into between Women.com and Hearst. That
agreement restricts our ability to enter into relationships with competitors of
Hearst and those restrictions may prevent us from expanding our network and
enhancing our content and the visibility of our brand and may cause us to forego
potential advertising revenues from competitors of Hearst. Specifically, the
agreement provides that we may not, without Hearst's consent:

      o  enter into any agreement to include in our network any Web sites for
         magazines that compete with Hearst magazines;

      o  display on the magazine Web sites any advertising or other promotional
         materials from magazines that compete with Hearst magazines; or



                                       25
<PAGE>


      o  display on an iVillage Web page the brands, logos, trademarks or
         proprietary content of both Hearst and a Hearst competitor.

If we fail to manage our growth effectively, our business and financial
condition could be harmed.

         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 and joint ventures.
This growth has placed, and the integration of Women.com 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. Our business would be harmed if
we are unable to implement these new systems in a timely and effective manner.

We may not be able to expand our business through acquisitions and joint
ventures if we are unable to compete successfully for acquisition candidates
and/or joint venture partners and, even if we are successful in this regard, our
operations may be adversely effected as a result of an acquisition or joint
venture.

         Our business strategy includes growth through business combinations,
acquisitions and joint ventures. Our business could be harmed if we are unable
to implement this business strategy. Our ability to implement this business
strategy depends in large part on our ability to compete successfully with other
entities for acquisition candidates and joint venture partners. Factors
impacting our ability to compete successfully in this regard include:

            o  our financial condition relative to the financial condition of
               our competitors; and

            o  the attractiveness of our common stock as potential consideration
               for entering into these types of transactions as compared to the
               common stock of other entities competing for these opportunities.

         Many of the entities with which we compete for acquisition candidates
and joint venture partners have greater financial resources than ours. In
addition, our acquisition program has been materially adversely affected by the
material decline in the market price of our common stock.

         If, despite these factors, we are successful in entering into
additional business combinations, acquisitions and joint ventures, our business,
results of operations and financial condition could be materially and adversely
affected if we are unable to integrate the operations of the acquired companies
or joint ventures. Our ability to integrate the operation of the acquired
companies or joint ventures will depend, in part, on our ability to overcome or
address:

         o  the difficulties of assimilating the operations and personnel of the
            acquired companies or joint venture entities, and the potential
            disruption of our ongoing business as a result of these assimilation
            efforts;

         o  the difficulties of establishing a new joint venture, including the
            need to attract and retain qualified personnel and the need to
            attract customers and advertisers;

         o  the need to incorporate successfully the acquired or shared
            technology or content and rights into our products and media
            properties;


                                       26
<PAGE>


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

         o  the potential impairment of relationships with employees and
            customers as a result of any integration of new management personnel
            or reduction of personnel.

         Acquisitions and joint ventures could also result in additional
expenses associated with the amortization of acquired intangible assets and
potential liabilities associated with the acquired businesses or joint ventures.

There is intense competition among Internet-based businesses and publishing
companies focused on women and this competition could result in price
reductions, reduced margins or loss of market share.

         There are a large number of Web sites competing for the attention and
spending of members, users and advertisers. 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 Oxygen.com
            and condenet.com;

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

         o  Web search and retrieval and other online service companies,
            commonly referred to as portals, such as AOL, Terra Networks, S.A.
            and Yahoo! Inc.;

         o  e-commerce companies such as Amazon.com; 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 AOL 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.

Our business would be harmed if our systems fail or experience a slowdown.

         Substantially all of our communications hardware and some of our other
computer hardware operations are located at Exodus Communications, Inc.'s
facilities in New Jersey and Verio, Inc.'s facilities in California. Fire,
floods, earthquakes, power loss (including as a result of rolling blackouts),
telecommunications failures, break-ins and similar events could damage these
systems. System failures may adversely affect the company's user traffic, which
could adversely affect its revenues and operating results and harm its
reputation with users, advertisers and commerce partners. Computer viruses,
electronic break-ins or other similar disruptive problems, such as those
historically experienced by several leading Web sites, could also adversely
affect our Web sites. California is in the midst of an energy crisis that could
disrupt the operation of our Web sites and increase our expenses. Our insurance
policies may not adequately compensate us for any losses that may occur due to
any failures or interruptions in our



                                       27
<PAGE>


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 incur liability for the information we publish or the products we have
sold.

         Our business and financial results could be materially and adversely
affected if we were to become liable for damage claims based on information
published by us or products sold by us. For example, 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 providers of Internet services in the
past. In addition, we could 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.

         In addition, through iVillage.com, Women.com, Lamaze Publishing and
iVillage Integrated Properties, Inc., we distribute publications and broadcast
over our Web sites and The Newborn Channel information and advice regarding
healthcare, childbirth, infant care and financial and tax issues. We may be
exposed to liability claims in connection with this information.

         We also offer e-mail services through a third party vendor, 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.

         Consumers may also sue us if any of the products or services that we
sell are found to be defective, fail to perform properly or injure the user. We
may also face potential liability in connection with the sale of products and
services by our e-commerce partners.

         Our insurance, which covers commercial general liability, may not
adequately protect us against these claims. 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. We may also be forced to implement expensive
measures to alter the way our services are provided to avoid potential
liability.

Possible infringement by third parties of our intellectual property rights, or
claims of intellectual property infringement asserted against us, 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. Enforcing our intellectual
property rights could entail significant expense and could prove difficult or
impossible. Any infringement or misappropriation by third parties could have a
material adverse effect on our future financial results.



                                       28
<PAGE>


         Furthermore, we have invested resources in acquiring domain names for
existing and potential future use. We cannot guarantee that we will be entitled
to use these domain names under applicable trademark and similar laws or that
other desired domain names will be available.

         Although we believe that our technologies do not infringe upon the
intellectual property rights of others, third parties have and 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
we carry. 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.

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 these accusations. We also may be required
to make changes to our present and planned products or services. These
consequences, together with any resulting liability for our privacy practices,
could have a material adverse effect on our business, financial condition and
results of operations.

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 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.

Consumer protection privacy regulations could impair our ability to obtain
information about our users, resulting in decreased advertising revenues.

         If we become unable to collect personal data from a sufficient number
of the users of our network, we may lose significant advertising revenues. Our
network requests and obtains personal data from users who register to become
members of the network. Registration as a member is required in order for users
to have full access to the services offered by our network. Personal data
gathered from members is used to tailor content to them and is provided, on an
aggregate basis, to advertisers to assist them in targeting their advertising
campaigns to particular demographic groups. The attractiveness of our network to
current or prospective advertisers depends in part on our ability to provide
user data to support this tailoring capability. However, privacy concerns may
cause users to resist providing this personal data. Even the perception of
security and privacy concerns, whether or not valid, may indirectly inhibit
market acceptance of our use of personal data. 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



                                       29
<PAGE>


as the European Economic Community, have adopted legislation or regulations
containing these notification requirements.

         Our network also uses cookies to track user behavior and 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. Information gathered from
cookies are used by us to tailor content to users of our network and may also be
provided to advertisers on an aggregate basis. In addition, advertisers may
themselves use cookies to track user behavior and preferences. Germany has
imposed laws limiting the use of cookies, and a number of Internet commentators,
advocates and governmental bodies in the United States and other countries have
urged the passage of laws limiting or abolishing the use of cookies. If these
laws are passed, it may become more difficult for us to tailor content to our
users, making our network less attractive to users. Similarly, the
unavailability of cookies may restrict the use of tailored advertising, making
our network less attractive to advertisers and causing us to lose significant
advertising revenues.

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. 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 use volunteers as Web site
community leaders and there can be no assurance that new government regulations
will not require us to stop 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.

Our operation of Lamaze Publishing and The Newborn Channel poses a number of
risks that could materially adversely affect our business strategy.

        There are a number of risks in operating Lamaze Publishing and The
Newborn Channel, which are primarily non-Internet businesses, including:

          o    the competitiveness of the media and publishing industry;

          o    our limited experience in operating a multi-media publishing
               company;

          o    our ability to identify and predict trends in a timely manner
               that may impact consumer tastes in baby-related information in
               Lamaze Publishing's publications and our Newborn Channel;

                                       30
<PAGE>


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

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

          o    our ability to maintain and market the Lamaze.com Web site.

         Our inability to perform the functions required for the operation of
Lamaze Publishing and The Newborn Channel in an efficient and timely manner
could result in a disruption of operations of Lamaze Publishing and The Newborn
Channel that could have a material adverse effect on our business strategy.

Satellite transmissions over The Newborn Channel may be interrupted.

         Through iVillage Integrated Properties, we operate The Newborn Channel,
a satellite television network broadcast in over 1,000 hospitals in the United
States. There is a risk that the satellite from which the transmission is sent
may malfunction, interrupting The Newborn Channel's broadcasts. In the event
this occurs, there may be a period of time before The Newborn Channel can
transmit to and from another satellite. Any interruption in our ability to
transmit The Newborn Channel could have an adverse impact on our business. In
addition, extreme adverse weather could damage receivers and transmitters on the
ground and hinder transmissions.

If we fail to attract and retain key personnel, our business would be materially
and adversely affected.

        Our future success depends to a significant extent on the continued
services of our senior management and other key personnel, particularly, Douglas
W. McCormick, our Chief Executive Officer. The loss of the services of Mr.
McCormick would likely harm our business. We currently do not maintain "key
person" life insurance for any of our senior management.

         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 relatively low stock price. As a result, we have in the past and may in
the future incur increased salaries and benefits. If we do not succeed in
attracting new personnel or retaining and motivating our current personnel, our
business will be adversely affected.

Several members of senior management have only recently joined us.

         Several members of our senior management joined us in 2000 and 2001 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.

Not Applicable.



                                       31
<PAGE>


                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.

         Beginning in June 2001, several plaintiffs filed class action
complaints in the United States District Court for the Southern District of New
York against us, several of our present or former officers and/or directors and
our underwriters in connection with our initial public offering of our common
stock in March 1999. The complaints assert claims under Sections 11, 12 and 15
of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934 and Rule 10b-5 promulgated by the Securities and Exchange
Commission thereunder. The complaints seek class action certification,
unspecified damages in an amount to be determined at trial, and costs associated
with the litigation, including attorneys' fees. We expect that these class
action complaints and any related class actions will be consolidated in one
matter.

         We believe that the lawsuits and claims asserted against us pursuant to
these class action complaints are without merit and intend to vigorously defend
against these claims.

Item 2.  Changes in Securities and Use of Proceeds.

         Pursuant to the terms of an amended and restated securities purchase
agreement dated as of February 22, 2001 between us and Hearst Communications,
Inc. ("Hearst"), Hearst agreed to purchase from us 9,324,000 shares of our
common stock, par value $0.01 per share and a warrant exercisable for 2,100,000
shares of our common stock less the amounts of common stock and warrants
purchased by the other former Women.com stockholders pursuant to a rights
offering. In addition, under the amended and restated securities purchase
agreement, Hearst agreed to purchase, or was required to purchase, additional
shares of our common stock in the event of any shortfall in the amount of
Women.com Networks, Inc.'s cash and working capital on March 31, 2001. Finally,
Hearst was required to purchase from us additional shares of our common stock in
the event that in excess of 2% of the Women.com stockholders exercised appraisal
rights.

         Accordingly, on June 18, 2001, Hearst purchased 9,171,343 shares of our
common stock and a warrant to purchase 2,065,695 shares of our common stock for
an aggregate purchase price of approximately $19.7 million. No underwriting
commissions or discounts were paid in connection therewith. The warrant has an
exercise price of $0.01 per share and is exercisable at any time or from time to
time up to and including 5:00 p.m. New York time on December 31, 2004; provided
however, Hearst has no right to exercise the warrant unless at the time of
exercise the average closing price of our common stock has exceeded $3.75 for
any 15 consecutive trading days. Hearst did not purchase any shares of our
common stock pursuant to the shortfall provisions and the appraisal rights
provisions of the amended and restated securities purchase agreement described
above.

         The securities described above were issued to Hearst in reliance of the
provisions of Rule 506 of Regulation D. The securities were issued only to
Hearst and Hearst represented to us in the amended and restated securities
purchase agreement that it was an accredited investor and was acquiring the
securities for its own account with no present intention of distributing or
selling any of the securities. In addition, Hearst acknowledged that the
securities had not been registered under the Securities Act of 1933, as amended,
that it may not sell the securities unless such sale or other disposition has
been registered or is exempt from registration under the Securities Act and that
a restrictive legend to the effect of the foregoing would be placed on each
certificate representing the securities.




                                       32
<PAGE>


Item 3.  Defaults Upon Senior Securities.

Not Applicable.

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

         On June 15, 2001 we held a special meeting of our stockholders. The
stockholders voted in favor of the approval of the merger agreement and the
transactions contemplated by the merger agreement, including the merger and the
issuance of shares of our common stock in connection with the merger, as
follows:

<TABLE>
<CAPTION>
                                                                          Number of Votes
                                               ----------------------------------------------------------------------
                                                        For                   Against                 Abstain
                                                        ---                   -------                 -------
<S>                                            <C>                         <C>                     <C>
          Approval of the merger agreement
          and the transactions contemplated
          thereby............................
                                                    18,010,076                93,900                  24,313
</TABLE>

         The stockholders voted in favor of the approval of the issuance of
shares of our common stock and warrants to acquire our common stock to Hearst
pursuant to the amended and restated securities purchase agreement as follows:


<TABLE>
<CAPTION>
                                                                          Number of Votes
                                               ----------------------------------------------------------------------
                                                        For                   Against                 Abstain
                                                        ---                   -------                 -------
<S>                                            <C>                         <C>                     <C>
          Approval of the issuance of shares
          and warrants to Hearst.............
                                                    18,048,601                58,143                  21,545
</TABLE>


         The stockholders voted in favor of the approval of the rights offering
to all Women.com stockholders other than Hearst as follows:


<TABLE>
<CAPTION>
                                                                          Number of Votes
                                               ----------------------------------------------------------------------
                                                        For                   Against                 Abstain
                                                        ---                   -------                 -------
<S>                                            <C>                         <C>                     <C>
          Approval of the rights offering....
                                                    18,031,571                70,400                  26,278
</TABLE>


         The stockholders voted in favor of the approval of an amendment to our
amended and restated certificate of incorporation to increase the authorized
number of shares of our common stock from 65,000,000 to 200,000,000 as follows:

<TABLE>
<CAPTION>
                                                                       Number of Votes
                                                     -----------------------------------------------------
                                                            For             Against           Abstain
                                                            ---             -------           -------
<S>                                                  <C>                  <C>              <C>
         Approval of the amendment to our amended
         and restated certificate of
         incorporation ..........................       17,657,030          447,161           24,098
</TABLE>


Item 5.  Other Information.

Not Applicable.


                                       33
<PAGE>


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

(a) Exhibits

         3.1      Corrected Restated Certificate of Incorporation of the
                  Registrant.

         3.1.1    Certificate of Amendment of Amended and Restated Certificate
                  of Incorporation.

         3.2      By-Laws of the Registrant.

         11       Statement re: computation of earnings per share.


(b) Reports on Form 8-K were filed on April 19, 2001, April 24, 2001, May 4,
2001, June 8, 2001, and June 18, 2001, each reporting under Item 5. A Report on
Form 8-K was filed on June 29, 2001 reporting under Items 2, 5 and 7.



                                       34
<PAGE>


                                   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:       August 14, 2001              By: /s/ Douglas W. McCormick
                                              ---------------------------------
                                              Douglas W. McCormick
                                              Chairman and Chief Executive
                                              Officer
                                              (Principal Executive Officer)


Dated:       August 14, 2001              By: /s/ Scott Levine
                                              ----------------------------------
                                              Scott Levine
                                              Chief Financial Officer (Principal
                                              Accounting and Financial Officer)




                                       35
<PAGE>



                                  EXHIBIT INDEX


      Exhibits
       --------

         3.1      Corrected Restated Certificate of Incorporation of the
                  Registrant.

         3.1.1    Certificate of Amendment of Amended and Restated Certificate
                  of Incorporation.

         3.2      By-Laws of the Registrant.

         11       Statement re: computation of earnings per share.




                                       36