<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 March 31, 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.

              29,701,364 shares of common stock as of May 9, 2001.

<PAGE>


                                  iVillage Inc.
                                    Form 10-Q
                      For the Quarter ended March 31, 2001
                                      Index

PART I.          FINANCIAL INFORMATION                                   Page(s)

Item 1.          Financial Statements

Condensed Consolidated Balance Sheets as of March 31, 2001 (Unaudited)
and December 31, 2000.......................................................  1

Condensed Consolidated Statements of Operations for the three
months ended March 31, 2001 (Unaudited) and 2000 (Unaudited)................  2

Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 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........................  9

Item 3.          Quantitative and Qualitative Disclosures About
                 Market Risk................................................ 32


PART II.         OTHER INFORMATION

Item 1.          Legal Proceedings.......................................... 33

Item 2.          Changes in Securities and Use of Proceeds.................. 33

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........................... 33

Signatures.................................................................. 34

Exhibit Index............................................................... 35

<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>
                                                                      March 31,       December 31,
                                                                         2001             2000
                                                                      ----------       ----------

<S>                                                                   <C>              <C>
                                              Assets
Current assets:
Cash and cash equivalents...................................          $   36,969       $   48,963
Accounts receivable, net....................................               4,878            7,864
Other current assets........................................               7,998            9,700
                                                                      ----------       ----------
         Total current assets...............................              49,845           66,527

Restricted cash.............................................               9,250            9,250
Fixed assets, net...........................................              22,754           20,057
Goodwill and other intangible assets, net...................              35,187           36,432
Investments and other assets................................                 206              137
Non-current assets of discontinued operations...............                  56               56
                                                                      ----------       ----------
         Total assets.......................................          $  117,298       $  132,459
                                                                      ==========       ==========

                              Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable and accrued expenses.......................            $ 15,219         $ 18,695
Deferred revenue............................................               5,402            6,337
Deferred rent...............................................                 361              361
Net current liabilities of discontinued operations..........                 689              882
                                                                      ----------       ----------
         Total current liabilities..........................              21,671           26,275

Deferred rent, net of current portion.......................               4,727            4,818
                                                                      ----------       ----------
         Total liabilities..................................              26,398           31,093
Minority interest...........................................                  21                -

Commitments and contingencies
Stockholders' equity:
Preferred stock - par value $.01, 5,000,000 shares authorized, no
   shares issued and outstanding as of March 31, 2001 and
   December 31, 2000, respectively..........................                   -                -
Common stock - par value $.01, 65,000,000 shares authorized,
   29,701,364 and 29,706,770 issued and outstanding as of March
   31, 2001 and December 31, 2000, respectively.............                 297              297
Additional paid-in capital..................................             495,459          495,758
Accumulated deficit.........................................            (396,491)        (384,316)
Stockholders' notes receivable..............................              (5,856)          (7,148)
Unearned compensation and deferred advertising..............              (2,530)          (3,225)
                                                                      ----------       ----------
         Total stockholders' equity.........................              90,879          101,366
                                                                      ----------       ----------
         Total liabilities and stockholders' equity.........          $  117,298       $  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 March 31,
                                                            2001               2000
                                                       --------------    ---------------

<S>                                                        <C>                <C>
Revenues.............................................      $   12,573         $   18,104

Operating expenses:
     Editorial, product development and technology...           8,856              8,118
     Sales and marketing.............................           8,439             12,620
     Sales and marketing - NBC expenses..............             640              3,292
     General and administrative......................           3,210              6,608
     Depreciation and amortization...................           4,296             11,468
                                                           ----------         ----------
         Total operating expenses....................          25,441             42,106
                                                           ----------         ----------

Loss from operations.................................         (12,868)           (24,002)
Interest income, net.................................             858              1,558
Other income, net....................................              87                161
Write-down of investments............................            (104)                 -
Loss from unconsolidated joint venture...............            (127)                 -
                                                           ----------         ----------
Net loss before minority interest....................         (12,154)           (22,283)

Minority interest....................................             (21)                 -
                                                           ----------         ----------

Net loss from continuing operations..................         (12,175)           (22,283)

Loss from discontinued operations....................               -             (2,885)
                                                           ----------         ----------
Net loss.............................................      $  (12,175)        $  (25,168)
                                                           ==========         ==========
Basic and diluted net loss per share from continuing
     operations......................................      $    (0.41)        $    (0.75)
                                                           ==========         ==========
Basic and diluted net loss per share from
     discontinued operations.........................      $        -         $    (0.10)
                                                           ==========         ==========
Basic and diluted net loss per share.................      $    (0.41)        $    (0.85)
                                                           ==========         ==========
Weighted average shares of common stock outstanding
     used in computing basic and diluted net loss
     per share ......................................          29,705             29,630
                                                           ==========         ==========
</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 March 31,
                                                       2001               2000
                                                   ------------      -------------

<S>                                                 <C>                <C>
Cash flows from operating activities:
   Net loss....................................     $  (12,175)        $  (25,168)
Adjustments to reconcile net loss to net cash
   used in operating activities:
   Loss from discontinued operations...........              -              2,885
   Expense recognized in connection with
    issuance of warrants and stock options.....            695                770
   Write-down of investments..................             104                  -
   Depreciation and amortization...............          4,296             11,468
   Deferred rent amortization..................            (91)                 -
   Provision for bad debt expense..............           (102)                 -
   Loss from unconsolidated joint venture......            127                  -
   Minority interest...........................             21                  -
Changes in operating assets and liabilities:
   Accounts receivable.........................          3,088              3,004
   Restricted cash and other assets............          1,558            (10,589)
   Accounts payable and accrued expenses.......         (5,734)              (864)
   Deferred revenue............................           (935)              (422)
                                                    ----------         ----------
Net cash used in operating activities of
   continuing operations.......................         (9,148)           (18,916)
                                                    ----------         ----------

Cash flows from investing activities:
   Purchase of fixed assets....................         (2,503)            (1,781)
   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 used in investing activities of
   continuing operations.......................         (3,945)            (2,781)
                                                    ----------         ----------

Cash flows from financing activities:
   Proceeds from issuance of common stock, net.              -               (451)
   Proceeds from exercise of stock options.....              -                360
   Principal payments on stockholders' notes
    receivable.................................          1,292              1,331
                                                    ----------         ----------
Net cash provided by financing activities of
   continuing operations.......................          1,292              1,240
                                                    ----------         ----------

Cash used in discontinued operations...........           (193)            (2,537)

Net decrease in cash for the period............        (11,994)           (22,994)
Cash and cash equivalents, beginning of period.         48,963            106,010
                                                    ----------         ----------
Cash and cash equivalents, end of period.......     $   36,969         $   83,016
                                                    ==========         ==========
</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. was incorporated in the State of Delaware on June 8, 1995
and commenced operations on July 1, 1995. iVillage (the "Company") is a media
company that operates iVillage.com, Lamaze Publishing and the Newborn Channel.
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.

         One advertiser, a subsidiary of Unilever United States, Inc.
("Unilever"), accounted for 13% of our total revenues for the three months ended
March 31, 2001, and our five largest advertisers accounted for 33% of total
revenues. No one advertiser accounted for greater then 10% of our total revenues
for the three months ended March 31, 2000, and the five largest advertisers
accounted for 26% of total revenues. At March 31, 2001, Unilever, Bristol-Myers
Squibb Company, and Playtex Products, Inc. accounted for approximately 23%, 10%
and 10% of the net accounts receivable, respectively, and at December 31, 2000,
Ford Motor Media accounted for approximately 11% of the net accounts receivable.

Unaudited Interim Financial Information

         The unaudited interim condensed consolidated financial statements of
the Company for the three months ended March 31, 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 March 31, 2001, and the results of its operations and its cash flows for the
three months



                                       4
<PAGE>


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


ended March 31, 2001 and 2000, respectively. The results for the three months
ended March 31, 2001 are not necessarily indicative of the expected results for
the full fiscal year or any future period.

Reclassifications

         Within the condensed consolidated statements of operations, 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 presentation of
the operating results of iBaby, Inc. as a discontinued operation and to combine
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.


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.

         Stock options and warrants in the amount of 7,961,352 shares for the
three months ended March 31, 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 - Comprehensive Loss

         Comprehensive loss includes the Company's net loss and unrealized loss
on the Company's investment in marketable securities. The Company's total
comprehensive loss for the three months ended March 31, 2001 and 2000 are as
follows (in thousands):


<TABLE>
<CAPTION>
                                                                Three Months Ended March 31,
                                                                2001                   2000
                                                                ----                   ----
                                                                        (Unaudited)
<S>                                                          <C>                    <C>
Net loss                                                     $  (12,175)            $  (25,168)
Unrealized loss on marketable securities                              -                 (4,531)
                                                             ----------             ----------
Total comprehensive loss                                     $  (12,175)            $  (29,699)
                                                             ==========             ==========
</TABLE>

Note 3 - 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 for the three months ended
March 31, 2000 are as



                                       5
<PAGE>


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


follows (in thousands):


       Net revenue.................................                   $  2,658
                                                                      ========
       Loss from discontinued operations ..........                   $ (2,885)
                                                                      ========

Net current liabilities of discontinued operations as of March 31, 2001 are as
follows (in thousands):

       Other current assets.................................          $       6
       Accounts payable and accrued expenses................               (695)
                                                                      ---------
       Net current liabilities of discontinued operations...          $    (689)
                                                                      =========

Non-current assets of discontinued operations as of March 31, 2001 are as
follows (in thousands):

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


Note 4 - Related Party Transactions

         In February 2001, the Company amended its November 1998 agreement with
the National Broadcasting Company, Inc. 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 and approximately $8.6 million during the year
2002. As of March 31, 2001, included in the caption other current assets in the
condensed consolidated balance sheets is $3.0 million paid to NBC during the
first quarter of 2001 for advertising or promotional spots to be broadcast
during the year 2001.

         Subsequent to December 31, 2000, the Company extended its interactive
services agreement with America Online, Inc. on a month-to-month basis for a
monthly fee of $268,908 and is currently in negotiations with America Online to
amend that agreement.


Note 5 - Business Acquisitions


Women.com

         On February 5, 2001, the Company signed a definitive agreement to
acquire all outstanding shares of Women.com Networks, Inc. The overall
transaction has an approximate aggregate value of $29.5 million. Under terms of
the merger agreement, the Company will issue 0.322 shares (subject to
adjustment) of Company common stock for each share of Women.com common stock on
the closing date of the acquisition, plus an aggregate amount of cash currently
anticipated to be approximately $250,000.

         The acquisition is subject to the approval of the Company's
stockholders and Women.com's stockholders and other customary closing
conditions.

         In addition, subject to the closing of the acquisition, Hearst
Communications, Inc. and Women.com's other public stockholders will have the
opportunity to invest an aggregate of $20.0 million in the Company in exchange
for approximately 9.3 million shares, and warrants to purchase an additional 2.1



                                       6
<PAGE>


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


million shares, of Company common stock. The warrants are exercisable until
December 31, 2004 at an exercise price of $0.01, but only if the average closing
market price of Company common stock, on any 15 consecutive trading days, has
been above $3.75 per share. To the extent any of Women.com's other stockholders
do not purchase their pro rata percentage of Company shares and warrants in this
rights offering, Hearst Communications has agreed to purchase any shortfall.

         Hearst Communications has also committed to purchase from the Company
between $15.0 and $21.0 million of production and advertising services over a
three-year period, subject to the closing of the acquisition.

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 March
31, 2001, the Company has contributed $0.3 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 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.

Note 6 - 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 March 31, 2001.

<TABLE>
<CAPTION>
                   Year ending March 31:                         (in thousands)
                   ----------------------------------------
<S>                                                                  <C>
                   2002....................................         $ 5,697
                   2003....................................           5,080
                   2004....................................           4,957
                   2005....................................           4,962
                   2006....................................           4,735
                   Thereafter..............................          42,306
                                                                    -------
                                                                    $67,737
                                                                    =======
</TABLE>


                                       7
<PAGE>


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


         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

         The Company has been involved in litigation relating to claims arising
out of its operation in the normal course of business, including a compliant
filed by a real estate broker alleging breach of contract. 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 7 - Subsequent Events

         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.



                                       8
<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, and (vi)
our ability to successfully consummate, integrate and manage our proposed
acquisition of Women.com Networks, Inc. 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, Lamaze Publishing
and the Newborn Channel. 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.

         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 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



                                       9
<PAGE>


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 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
$0.5 million and $0.8 million for the three months ended March 31, 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. For example, on April 18, 2001, we announced a reduction of 30
employees, or approximately 9.5% of our workforce.

         Our management expects to be able to significantly reduce expenditures
of the combined company resulting from the proposed 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.




                                       10
<PAGE>


Results of Operations

Revenues

         Revenues were $12.6 million for the three months ended March 31, 2001,
which represents a decrease of 31% when compared with the corresponding period
revenues of $18.1 million in 2000. The decrease in revenues was primarily due to
lower sponsorship and advertising revenues during 2001 from dot.com advertisers,
and an overall downturn in the online advertising sector. Sponsorship and
advertising revenues were $11.1 million, or 88% of total revenues, for the three
months ended March 31, 2001, compared to $16.6 million, or 92% of total
revenues, for the corresponding period in 2000. Revenues from Lamaze Publishing
and the Newborn Channel accounted for approximately 27% and 16% of sponsorship,
advertising and other revenues for the three months ended March 31, 2001 and
2000, respectively.

         One advertiser, a subsidiary of Unilever United States, Inc.
("Unilever"), accounted for 13% of our total revenues for the three months ended
March 31, 2001, and our five largest advertisers accounted for 33% of total
revenues. No one advertiser accounted for greater then 10% of our total revenues
for the three months ended March 31, 2000, and the five largest advertisers
accounted for 26% of total revenues. At March 31, 2001, Unilever, Bristol-Myers
Squibb Company, and Playtex Products, Inc. accounted for approximately 23%, 10%
and 10% of the net accounts receivable, respectively 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 5% of sponsorship and
advertising revenues for the three months ended March 31, 2001 and 2000,
respectively.

         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 12% of total revenues for the three months ended March 31,
2001, compared to 8% for the comparable period 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 months ended March 31, 2001
were approximately $8.9 million, or 70% of total revenues. Editorial, product
development and technology expenses were approximately $8.1 million, or 45% of
total revenues for the corresponding period in 2000. The increase was primarily
attributable to higher production costs related to Lamaze Publishing's
publications of $0.4 million and severance costs for terminated employees of
$0.2 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 months ended March 31, 2001 compared to the same period 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,



                                       11
<PAGE>


commissions, advertising and other marketing-related expenses, and an allocation
of facility expenses, which is based on the number of personnel. Sales and
marketing expenses for the three months ended March 31, 2001 were approximately
$9.1 million, or 72% of total revenues. Sales and marketing expenses were
approximately $15.9 million, or 88% of total revenues for the comparable period
in 2000. The dollar decrease in sales and marketing expenses in 2001 was
primarily attributable to the cost reduction initiatives instituted in the
second quarter of 2000 and continued throughout the year and into 2001, which
resulted in a $5.9 million decrease in advertising expenses, offset partially by
severance costs for terminated employees of $0.1 million. Sales and marketing
expenses decreased as a percentage of total revenues for the three months ended
March 31, 2001 compared to the same period in 2000, as a result of a larger
percent decline in sales and marketing expenses as compared to the decline in
revenues.

         Included in sales and marketing expenses are barter transactions, which
amounted to approximately 6% of sales and marketing costs during the three
months ended March 31, 2001, compared to 5% of sales and marketing costs for the
comparable period in 2000.

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, and legal,
severance costs for terminated employees, non-capitalizable costs associated
with our pending merger with Women.com, and other professional fees. General and
administrative expenses for the three months ended March 31, 2001 were $3.2
million, or 26% of total revenues. For the comparable period in 2000, general
and administrative expenses were $6.6 million, or 37% of total revenues. The
decrease in general and administrative expenses was primarily due to a decrease
in consultant and professional fees of $1.5 million, recruiting fees of $0.4
million, expenses incurred for international endeavors of $0.4 million, and
costs associated with our New York office space of $0.4 million, offset
partially by severance costs for terminated employees of $0.2 million and costs
associated with our pending merger with Women.com of $0.1 million. General and
administrative expenses decreased as a percentage of total revenues for the
three months ended March 31, 2001 compared to the same period in 2000, as a
result of a larger decline in general and administrative expenses as compared to
the decline in revenues.

Depreciation and Amortization

         Depreciation and amortization expenses for the three months ended March
31, 2001 were approximately $4.3 million, or 34% of total revenues. For the
comparable period in 2000, depreciation and amortization expenses were $11.5
million, or 63% of total revenues. The dollar decrease between 2001 and 2000 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 months ended March 31, 2001 was $0.9 million,
or 7% of total revenues. For the comparable period in 2000, interest income, net
was $1.6 million, or 9% of total revenues. The dollar decrease between 2000 and
2001 was due to lower average net cash and cash equivalents balances in 2001
than in 2000.



                                       12
<PAGE>


Recent Events

         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.

Liquidity and Capital Resources

         As of March 31, 2001, we had approximately $37.0 million in cash and
cash equivalents and approximately $9.2 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 the Company's
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, without giving consideration
to the effects of the proposed merger with Women.com, 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.

         If the proposed merger with Women.com is consummated, management
believes that our current funds, along with the investment of $20.0 million in
connection with the rights offering and/or from Hearst Communications, and
management's intent and ability to significantly reduce expenditures of the
combined company will be sufficient to enable us to meet our planned
expenditures through at least December 31, 2001.

         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. Our expectation that our EBITDA will be positive by
the third quarter of 2001 is primarily based on internal estimates of expected
revenue growth, almost all of which relate to expected increased advertising
related revenues, and expected relative stability in total operating expenses.
With respect to total operating expenses, our management intends to place
particular emphasis on controlling general and administrative expenses, sales
and marketing expenses and editorial, product development and technology
expenses. These estimates and expectations are based on our historical results
of operations and may not accurately reflect our future results of operations.
There can be no assurance that we will attain EBITDA profitability in the third
quarter of 2001, or during any subsequent quarter. 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 based upon a number of estimates and
assumptions made as of such date and is inherently subject to significant
uncertainties and contingencies. These include the possibility that costs or
difficulties related to the



                                       13
<PAGE>


integration of Women.com will be greater than expected, the possibility that the
anticipated benefits of the merger will not be fully realized and possible
negative consequences as a result of the volatile and competitive nature of the
Internet industry. In particular, we expect to continue to derive a substantial
portion of our revenues from sponsorship and advertising. If the market for
online advertising develops more slowly than we expect, or declines, we would
have slower than expected revenue growth and would incur greater than expected
losses, our business, financial condition and results of operations would be
harmed and we may not achieve EBITDA profitibility during the third quarter of
2001 or any subsequent quarter.

         Net cash used in operating activities from continuing operations
decreased to $9.1 million for the three months ended March 31, 2001, from $18.9
million for the three months ended March 31, 2000. The overall decrease in net
cash used in operating activities from continuing operations during the
three-month period resulted primarily from a decrease in losses from continuing
operations, a decrease in restricted cash and other assets, offset by a decrease
in accounts payable and accrued expenses and depreciation and amortization
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 initiative and amortization expense
resulting from the impairment charge recorded in the third quarter of 2000,
partially offset by lower revenues.

         Cash used in investing activities from continuing operations was $3.9
million for the three months ended March 31, 2001. This compares to cash used in
investing activities from continuing operations of $2.8 million for the three
months ended March 31, 2000. The overall increase in cash used in investing
activities from continuing operations for the three months ended March 31, 2000
to the comparable period in 2001 resulted primarily from the purchase of an
additional 30.1% interest in Cooperative Beauty Ventures, L.L.C. in March 2001,
higher fixed asset purchases in 2001 for the build-out of our New York City
office, offset by the investment in Kaleidoscope Networks, Inc. in 2000. Through
March 31, 2001, approximately $11.6 million has been disbursed for the build-out
of our new office space.

         Net cash provided by financing activities from continuing operations
amounted to $1.3 million for the three months ended March 31, 2001, compared to
$1.2 million for the three months ended March 31, 2000.

         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. Upon consummation of the merger with Women.com, we
will be obligated to pay Allen & Company a fee of up to $2.0 million in
connection with their services.

        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 approximately
an additional $1.0 million for reimbursement of certain construction expenses.
We also expect to spend an additional approximately $0.6 million to complete the
construction project.

        In December 2000, we entered into an exclusive licensing and technology
agreement with Hindustan Lever Limited to create a Web site targeting women in
India. As part of the licensing agreement, Hindustan Lever Limited will pay an
initial set-up fee for certain services and domain knowledge and we will receive
an annual royalty on any revenues generated. The license agreement is subject to
necessary regulatory approvals in India. The government of India has approved
the agreement except for the minimum annual royalty payment of $0.5 million. We
are currently in discussions with Hindustan Lever Limited regarding this
exception.



                                       14
<PAGE>


        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 and approximately $8.6
million during the year 2002. As of March 31, 2001, included in the caption
other current assets in the condensed consolidated balance sheets is $3.0
million paid to NBC during the first quarter of 2001 for advertising or
promotional spots to be televised during the year 2001.

        On February 5, 2001, we signed a definitive agreement to acquire all
outstanding shares of Women.com Networks, Inc. The overall transaction has an
approximate aggregate value of $29.5 million. Under terms of the merger
agreement, we will issue 0.322 shares (subject to adjustment) of our common
stock for each share of Women.com common stock on the closing date of the
acquisition, plus an aggregate amount of cash currently anticipated to be
approximately $250,000.

         The acquisition is subject to the approval of our stockholders and
Women.com's stockholders and other customary closing conditions.

         In addition, subject to the closing of the acquisition, Hearst
Communications and Women.com's other public stockholders will have the
opportunity to invest an aggregate of $20.0 million in us in exchange for
approximately 9.3 million shares, and warrants to purchase an additional 2.1
million shares, of our common stock. The warrants are exercisable until December
31, 2004 at an exercise price of $0.01, but only if the average closing market
price of our common stock, on any 15 consecutive trading days, has been above
$3.75 per share. To the extent any of Women.com's other stockholders do not
purchase their pro rata percentage of our shares and warrants in this rights
offering, Hearst Communications has agreed to purchase any shortfall.

         Hearst Communications has also committed to purchase from us between
$15.0 and $21.0 million of production and advertising services over a three-year
period, subject to the closing of the acquisition.

         A severance and retention plan for up to $5.0 million is currently
being finalized for Women.com employees in connection with the merger.

         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 iVillage's 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 March 31, 2001, we have contributed $0.3 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.




                                       15
<PAGE>


         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 March 31, 2001, we have earned
approximately $2.4 million under the advertising agreement and approximately
$12.1 million of the advertising purchase commitment remains from April 1, 2001
through March 31, 2003.


         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


              Risks Relating to the Proposed Merger with Women.com

We may abandon the proposed merger with Women.com if Women.com does not meet
specified amounts of cash and working capital on March 31, 2001. Failure to
complete the merger could negatively impact our business and the market price of
our common stock.

         We may terminate the merger and the rights offering if:

              o   the shortfall in Women.com's cash or working capital is more
                  than $4.0 million on March 31, 2001; or

              o   as of the day prior to the closing of the merger, Women.com's
                  cash is less than the amount on hand as of March 31, 2001 less
                  $166,666 per day for every day elapsed since March 31, 2001;
                  or

              o   Women.com's working capital immediately prior to the closing
                  of the merger is materially less than the difference between
                  the amount of working capital as of March 31, 2001 minus the
                  reduction in Women.com's cash on hand since March 31, 2001.

         As required by the terms of the merger agreement, on April 2, 2001
Women.com delivered to us a statement of Women.com's estimated cash and working
capital as of March 31, 2001. According to this statement, Women.com had $20.2
million of cash and $18.6 million of working capital as of March 31, 2001.
Pursuant to the terms of the merger agreement, we are currently reviewing the
statement of cash and working capital and supporting material delivered by
Women.com and, two days prior to the closing of the merger, will deliver to
Women.com the final statement of working capital. There can be no assurance that
the final amounts of cash and working capital as of March 31, 2001 will not be
less than the amounts specified in the estimated statement delivered by
Women.com.

         If the merger is not completed for any reason, we will be subject to a
number of risks that may affect our business and stock price, including:


                                       16
<PAGE>


              o   we could be required to pay Women.com a $1.0 million
                  termination fee;

              o   the market price of shares of our common stock may decline to
                  the extent that the current market price of those shares
                  reflects a market assumption that the merger will be
                  completed;

              o   costs related to the merger, such as legal and accounting fees
                  and a portion of the investment banking fees must be paid even
                  if the merger is not completed;

              o   the benefits that we expect to realize from the merger would
                  not be realized; and

              o   the diversion of management attention from our day-to-day
                  business and the unavoidable disruption to our employees and
                  our relationships with customers and joint venturers during
                  the period before consummation of the merger, may make it
                  difficult for us to regain our market position if the merger
                  does not occur.

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 the
management and internal resources of the combined company. The diversion of the
attention of management and any difficulties encountered in the transition and
integration process could have a material adverse effect on the future business,
financial condition and operating results of the combined company.

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 will commence the integration of
Women.com's operations, technology, Web sites, products, customers and
personnel. We will strive 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 are 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



                                       17
<PAGE>


maintain our and Women.com's relationships with key customers and joint
venturers, the business, financial condition and results of operations of the
combined company 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 the combined company's 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.

Following the merger, Hearst Communications is expected to own approximately
30.0% of the outstanding shares of our common stock and will have three
representatives on our board of directors, and therefore Hearst Communications
will be able to significantly influence our corporate direction and policies.

         Following the merger, Hearst Communications is expected to own
approximately 30.0% of the outstanding shares of our common stock. This
assumption assumes that:

              o   no Women.com stockholders participate in the rights offering;

              o   Hearst Communications is not required to, and does not elect
                  to, purchase additional shares of our common stock pursuant to
                  the merger agreement; and

              o   there are 54,228,025 shares of our common stock outstanding
                  after the merger.

         In addition:

              o   if the actual cash and working capital of Women.com as of
                  March 31, 2001 is less than $20.0 million of cash and $12.0
                  million of working capital, then Hearst Communications would
                  have the option to purchase additional shares of our common
                  stock in an amount equal to the amount of the shortfall up to
                  $2.0 million divided by $1.875; or

              o   if the shortfall is more than $2.0 million as of March 31,
                  2001, but less than $4.0 million, then Hearst Communications
                  must purchase additional shares of our common stock pursuant
                  to the merger agreement for the amount of the shortfall which
                  exceeds $2.0 million, and Hearst Communications will have the
                  option to purchase shares with respect to the additional $2.0
                  million shortfall amount.


         In addition, if Women.com stockholders holding in excess of two percent
of the shares of Women.com outstanding on April 16, 2001 exercise dissenters'
rights under Delaware law, then Hearst Communications would be required, if
requested by us, to purchase additional shares of our common stock.

         Any shares of our common stock purchased by Hearst Communications as a
result of a cash or



                                       18
<PAGE>


working capital shortfall would be purchased at a per share price of $1.875. If
Hearst Communications is required to purchase additional shares of our common
stock because Women.com stockholders holding in excess of two percent of the
shares of Women.com common stock outstanding on April 16, 2001 exercise
dissenters rights under Delaware law, those shares would also be purchased at a
per share price of $1.875. The number of shares so purchased would be calculated
by multiplying the number of Women.com shares associated with the exercise of
appraisal rights in excess of the two percent threshold by the 0.322 exchange
ratio (subject to adjustment), rounded down to the nearest whole share.

         In addition, Hearst Communications will hold a warrant entitling it to
purchase up to 2,100,000 shares of our common stock, less the number of shares
of our common stock represented by warrants subscribed for by the other
stockholders of Women.com in the rights offering.

        Hearst Communications has agreed not to participate in the rights
offering. Accordingly, any shares of our common stock that Hearst Communications
acquires from us will be shares which are acquired either pursuant to the merger
agreement or the amended and restated securities purchase agreement.

        Pursuant to a stockholder agreement to be entered into between us and
Hearst Communications, we must appoint three representatives of Hearst
Communications to our board of directors, with one Hearst Communications
designee appointed to each class of director. The stockholder agreement provides
that the number of Hearst Communications' representatives is subject to
reduction if Hearst Communications' ownership of our common stock falls below
certain threshold levels. There will also be a Hearst Communications
representative on each of our nominating and compensation committees.

        Hearst Communications' board representation and stock ownership will
allow Hearst Communications to significantly influence our 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 Communications, 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 Communications 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
Communications may effectively control stockholder actions, including approving
changes to our certificate of incorporation or bylaws and adopting or changing
equity incentive plans. Hearst Communications' 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.

Although Hearst Communications has entered into an amended and restated
securities purchase agreement with us which provides for an investment in us by
Hearst Communications of up to $20.0 million, it is possible that the merger
between us and Women.com could close without any investment by Hearst
Communications.

         We entered into an amended and restated securities purchase agreement
with Hearst Communications which provides for an investment by Hearst
Communications of up to $20.0 million in return for up to 9,324,000 shares of
our common stock and a warrant to purchase up to 2,100,000 shares of our common
stock. One of the conditions to the closing of the investment contemplated by
this



                                       19
<PAGE>


agreement is that the merger between us and Women.com shall have become
effective. Since the merger must be completed before Hearst Communications is
obligated to make its investment, it is possible that, following the merger, no
investment would be made by Hearst Communications. This could happen, for
example, if we are unable to satisfy our conditions to the closing set forth in
the amended and restated securities purchase agreement or if, after completion
of the merger, we and Hearst Communications mutually agree to terminate the
amended and restated securities purchase agreement. The absence of the
investment by Hearst Communications following the merger would have a material
adverse effect on the financial condition and results of operations of the
post-merger combined company.

                 Risks Relating to Current and Future Operations

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. These risks and difficulties that
will be faced by us include our ability to:

              o   attract a larger audience to iVillage.com;

              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 $12.2 million for the three months ended March 31,
2001, $191.4 million for the year ended December 31, 2000 and $116.6 million for
the year ended December 31, 1999. As of March 31, 2001, our accumulated deficit
was $396.5 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 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.



                                       20
<PAGE>


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. The amount of cash and
cash equivalents that will be available to us upon completion of the merger
cannot be accurately predicted and depends on many factors, including the amount
of revenues received and expenses incurred by each company during the period
prior to the merger and the date on which the merger is completed. Accordingly,
the combined company 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 the combined company on acceptable terms, or at all. In particular,
unless the market price of our common stock increases dramatically, it is
unlikely that the combined company will be able to raise funds through a public
offering of its common stock. If adequate funds are not available or are not
available on acceptable terms, the combined company would have to scale back its
business and its business and financial condition would be harmed, or it may be
forced to cease its operations entirely.



                                       21
<PAGE>


Our common stock may be delisted and, if it is delisted, trading in our common
stock would decrease substantially and the market price of our common stock may
decline further.

         On April 20, 2001, we received a letter from the Nasdaq Stock Market,
Inc. stating that we had failed to maintain a minimum share bid price of $1.00
for the previous 30 consecutive trading days, which is required for continued
listing on the Nasdaq National Market. We have until July 19, 2001 to regain
compliance with this continued listing requirement. If at any time before July
19, 2001, the closing bid price of our common stock is at least $1.00 for a
minimum of ten consecutive trading days, Nasdaq will determine if we then comply
with Nasdaq's continued listing requirements. If we are unable to demonstrate
compliance with the continued listing requirements on or before July 19, 2001,
Nasdaq will provide us with written notification that our securities will be
delisted. At that time, we may appeal the Nasdaq staff's decision to a Nasdaq
Listing Qualifications Panel. If our common stock is delisted from trading, the
market price of our common stock may decline further, possibly to zero, and it
may have a material adverse effect on the ability of our stockholders to sell
their shares. The delisting of our common stock would also make it more
difficult for us to raise additional financing.

         It is a condition to the merger that the shares of our common stock
issuable pursuant to the merger be authorized for listing on the Nasdaq National
Market, subject to official notice of issuance. Accordingly, if our common stock
is delisted prior to completion of the merger, such condition will not be
satisfied and the merger may not be completed, which could have a material
adverse effect on our business and operations.

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.



                                       22
<PAGE>


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.

         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 three months ended March 31, 2001 and the year ended
December 31, 2000, revenues from our five largest advertisers accounted for
approximately 33% and 23% of total revenues, respectively. One advertiser,
Unilever, accounted for 13% of our total revenues for the three months ended
March 31, 2001, and no one advertiser accounted for greater than 10% of total
revenues for the year ended December 31, 2000. At March 31, 2001, Unilever,
Bristol-Myers Squibb Company, and Playtex Products, Inc. accounted for
approximately 23%, 10% and 10% of the net accounts receivable, respectively and
at December 31, 2000, Ford Motor Media accounted for approximately 11% of the
net accounts receivable. We anticipate that after the completion of the merger
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



                                       23
<PAGE>


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 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



                                       24
<PAGE>


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.

         America Online 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 America Online
accounts for in excess of 15% of our online traffic. Our agreement with America
Online does not prohibit America Online from carrying online sites or developing
and providing content that compete with our Web sites, and America Online
currently carries competing Web sites. Although our agreement with America
Online expired on December 31, 2000, it is subject to extension by either party
for one year and we are currently negotiating a new agreement with America
Online and, in the interim, we and America Online have extended the agreement on
a monthly basis. 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. If America Online discontinues carrying our channels, our business,
results of operations and financial condition would be materially adversely
affected.

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 potion 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. As of April 16, 2001, AOL Time Warner owned
approximately 8.4% of our outstanding common stock. After the merger, AOL Time
Warner is expected to own 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 with AOL Time Warner,
adversely effect 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, after the merger, Hearst Communications,
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



                                       25
<PAGE>


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 Communications 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 Communications' competitors may adversely
affect our business.

         In connection with the merger, we will assume a magazine content
license and hosting agreement originally entered into between Women.com and
Hearst Communications. That agreement restricts our ability to enter into
relationships with competitors of Hearst Communications 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 Communications. Specifically, the agreement
provides that we may not, without Hearst Communications' consent:

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

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

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




                                       26
<PAGE>

     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 effected by the material
decline in the market price of our common stock. The potential delisting of our
common stock from the Nasdaq National Market will likely also materially and
adversely impact our ability to complete future business combinations,
acquisitions and joint ventures.

     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 effected 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;

      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.

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

      o  online services or Web sites targeted at women, such as 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 America Online, Inc., Terra Networks,
         S.A. and Yahoo! Inc.;

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



                                       27
<PAGE>


      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 combined 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 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, Lamaze Publishing and iVillage
Integrated Properties, Inc., we distribute publications and broadcasts over our
Web sites and the Newborn Channel information and



                                       28
<PAGE>


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 that we sold prior to
our sale of assets related to our iBaby site, or before our divestiture of our
iMaternity and PlusBoutique sites, 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. To date, we
have had very limited experience in the sale of products and the development of
relationships with manufacturers or suppliers.

         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.

         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 currently believe that our technologies do not infringe
upon the intellectual property rights of others, in the future third parties
could assert claims of patent, trademark or copyright infringement or
misappropriation of creative ideas or formats against us with respect to our use
of domain names, our content, Web page formats, Web business methods or any
third-party content 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.



                                       29
<PAGE>


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 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. For example, the
Telecommunications Act sought to prohibit transmitting various types of
information and content over the Internet. Several telecommunications companies
have petitioned the Federal Communications Commission to regulate



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Internet service providers and online service providers in a manner similar to
long distance telephone carriers and to impose access fees on those companies,
which could increase the cost of transmitting data over the Internet. Moreover,
it may take years to determine the extent to which existing laws relating to
issues such as property ownership, obscenity, libel and personal privacy are
applicable to the Internet or the application of laws and regulations from
jurisdictions whose laws do not currently apply to our business. Any new laws or
regulations relating to the Internet could adversely affect our business.

         In addition, it has been reported that the Labor Department is
investigating the use of volunteers on Web sites. We 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;

         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.



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<PAGE>


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
McCormick, our Chief Executive Officer, Steven Elkes, our Executive Vice
President--Operations and Business Affairs and Scott Levine, our Chief Financial
Officer. The loss of the services of Messrs. McCormick, Elkes or Levine would
likely harm our business. We currently do not maintain "key person" life
insurance for any of our personnel.

         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.



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<PAGE>


                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.

Not Applicable.

Item 2.  Changes in Securities and Use of Proceeds.

Not Applicable.

Item 3.  Defaults Upon Senior Securities.

Not Applicable.

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

Not Applicable.

Item 5.  Other Information.

Not Applicable.

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

(a)   Exhibits

         3.1      Amended and Restated Certificate of Incorporation of the
                  Registrant (incorporated by reference from Exhibit 3.1 to
                  Registration Statement File No.333-85437).

         3.2      By-Laws of the Registrant (incorporated by reference from
                  Exhibit 3.2 to the Registrant's Form 10-Q Quarterly Report for
                  the period ended June 30, 2000, File No. 000-25469).

         11       Statement re: computation of earnings per share.

(b) Reports on Form 8-K were filed on February 6, 2001 and February 7, 2001,
each reporting under Item 5.



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<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:  May 10, 2001               By:     /s/ Douglas McCormick
                                           ---------------------------------
                                           Douglas McCormick
                                           Chairman and Chief Executive Officer
                                           (Principal Executive Officer)

Dated:  May 10, 2001               By:     /s/ Scott Levine
                                           ---------------------------------
                                           Scott Levine
                                           Chief Financial Officer (Principal
                                           Accounting and Financial Officer)



                                       34
<PAGE>


                                  EXHIBIT INDEX

        Exhibits

         3.1      Amended and Restated Certificate of Incorporation of the
                  Registrant (incorporated by reference from Exhibit 3.1 to
                  Registration Statement File No.333-85437).

         3.2      By-Laws of the Registrant. (incorporated by reference from the
                  same Exhibit 3.2 to the Registrant's Form 10-Q Quarterly
                  Report for the period ended June 30, 2000,
                  File No. 000-25469).

         11       Statement re: computation of earnings per share.







                                       35