<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 September 30, 2000

                                       OR

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

             For the transition period from __________ to __________

                        Commission File Number 000-25469

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

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

                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.

            29,706,770 shares of common stock as of November 7, 2000.

<PAGE>

                                  iVillage Inc.
                                    Form 10-Q
                    For the Quarter ended September 30, 2000
                                      Index

PART I.      FINANCIAL INFORMATION                                       Page(s)

Item 1.      Financial Statements

Condensed Consolidated Balance Sheets at September 30, 2000 (Unaudited)
and December 31, 1999......................................................... 1

Condensed Consolidated Statements of Operations for the three and nine
months ended September 30, 2000 (Unaudited) and 1999 (Unaudited).............. 2

Condensed Consolidated Statements of Cash Flows for the three and nine
months ended September 30, 2000 (Unaudited) and 1999 (Unaudited).............. 3

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

Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations.............................. 7


Item 3.      Quantitative and Qualitative Disclosures About Market Risk.......21

PART II.     OTHER INFORMATION

Item 1.      Legal Proceedings................................................21

Item 2.      Changes in Securities and Use of Proceeds........................22

Item 3.      Defaults Upon Senior Securities..................................22

Item 4.      Submission of Matters to a Vote of Security Holders..............22

Item 5.      Other Information................................................22

Item 6.      Exhibits and Reports on Form 8-K.................................22

Signatures....................................................................23

Exhibit Index.................................................................24

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements.

                         iVillage Inc. and Subsidiaries

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

<TABLE>
<CAPTION>
                                                                       September 30,  December 31,
                                                                            2000          1999
                                                                       -------------  ------------
                                                                        (Unaudited)
<S>                                                                       <C>          <C>
                                     Assets
Current assets:
Cash and cash equivalents .............................................   $  57,804    $ 106,010
Restricted cash .......................................................          --        1,495
Accounts receivable, net ..............................................       7,487        6,620
Inventory .............................................................          --        2,332
Other current assets ..................................................       8,950        3,193
                                                                          ---------    ---------
         Total current assets .........................................      74,241      119,650
                                                                          ---------    ---------

Restricted cash .......................................................       9,250           --
Fixed assets, net .....................................................      17,809       10,017
Goodwill and other intangible assets, net .............................      39,326      175,143
Other assets ..........................................................         500        7,938
Non-current assets of discontinued operations .........................         275           --
                                                                          ---------    ---------
         Total assets .................................................   $ 141,401    $ 312,748
                                                                          =========    =========

                      Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable and accrued expenses .................................   $  17,096    $  16,216
Deferred revenue ......................................................       9,176       12,682
Deferred rent .........................................................         321           --
Net current liabilities of discontinued operations ....................       1,282           --
                                                                          ---------    ---------
         Total current liabilities ....................................      27,875       28,898
                                                                          ---------    ---------

Deferred rent, net of current portion .................................       4,362           --
                                                                          ---------    ---------
         Total liabilities ............................................      32,237       28,898
                                                                          ---------    ---------

Commitments and contingencies

Stockholders' equity:
Preferred stock - par value $.01, 5,000,000 shares authorized, 0 shares
   issued and outstanding at September 30, 2000 and December 31,
   1999, respectively .................................................          --           --
Common stock - par value $.01, 65,000,000 shares authorized,
   29,706,770 and 29,591,778 issued and outstanding at September 30,
  2000 and December 31, 1999, respectively ............................         297          296
Additional paid-in capital ............................................     495,590      494,899
Accumulated deficit ...................................................    (374,276)    (192,888)
Stockholders' notes receivable ........................................      (8,274)     (12,188)
Unearned compensation and deferred advertising ........................      (3,964)      (6,269)
Accumulated other comprehensive loss ..................................        (209)          --
                                                                          ---------    ---------
         Total stockholders' equity ...................................     109,164      283,850
                                                                          ---------    ---------
         Total liabilities and stockholders' equity ...................   $ 141,401    $ 312,748
                                                                          =========    =========
</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 data)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                         Three months              Nine months
                                                         ------------              -----------
                                                      ended September 30,       ended September 30,
                                                      -------------------       -------------------
                                                       2000         1999         2000         1999
                                                       ----         ----         ----         ----
<S>                                                 <C>          <C>          <C>          <C>
Revenues ........................................   $  20,191    $   8,655    $  57,687    $  19,864

Cost of revenues ................................       7,196        3,884       20,807       10,490
                                                    ---------    ---------    ---------    ---------

Gross margin ....................................      12,995        4,771       36,880        9,374
                                                    ---------    ---------    ---------    ---------

 Operating expenses:
     Product development and technology .........       2,217        1,292        5,775        3,895
     Sales and marketing ........................      12,290       13,632       35,901       28,426
     Sales and marketing - NBC expenses .........         640        4,605        6,747       12,177
     General and administrative .................       4,896        3,030       17,960        9,287
     Depreciation and amortization ..............      10,767        8,213       33,526       14,253
     Impairment of goodwill .....................      98,056           --       98,056           --
                                                    ---------    ---------    ---------    ---------
         Total operating expenses ...............     128,866       30,772      197,965       68,038
                                                    ---------    ---------    ---------    ---------

Loss from operations ............................    (115,871)     (26,001)    (161,085)     (58,664)
Interest income, net ............................       1,315          937        4,195        2,449
Other income, net ...............................         400          129          523          129
Write-down of note receivable and investments ...      (5,100)          --      (13,179)          --
Loss from unconsolidated joint venture ..........        (115)          --         (115)          --
                                                    ---------    ---------    ---------    ---------
Net loss from continuing operations .............    (119,371)     (24,935)    (169,661)     (56,086)
                                                    ---------    ---------    ---------    ---------
Preferred stock deemed dividend .................          --           --           --      (23,612)
                                                    ---------    ---------    ---------    ---------

Net loss attributable to common stockholders
     from continuing operations .................    (119,371)     (24,935)    (169,661)     (79,698)
                                                    ---------    ---------    ---------    ---------
Discontinued operations:
     Loss from operation of iBaby, Inc. .........          --       (3,471)      (4,863)      (6,983)
     Loss on disposal of iBaby, Inc., including
       provision for losses during phase-out
       period, $3,246, and loss on sale of
       assets, $3,618 ...........................         409           --       (6,864)          --
                                                    ---------    ---------    ---------    ---------

Loss from discontinued operations ...............         409       (3,471)     (11,727)      (6,983)
                                                    ---------    ---------    ---------    ---------

Net loss attributable to common stockholders ....   $(118,962)   $ (28,406)   $(181,388)   $ (86,681)
                                                    =========    =========    =========    =========

Basic and diluted net loss per share
attributable to common stockholders from
continuing operations ...........................   $   (4.02)   $   (0.98)   $   (5.71)   $   (4.36)
                                                    =========    =========    =========    =========

Basic and diluted net loss per share
attributable to common stockholders from
discontinued operations .........................   $    0.02    $   (0.14)   $   (0.40)   $   (0.38)
                                                    =========    =========    =========    =========

Basic and diluted net loss per share attributable
     to common stockholders .....................   $   (4.00)   $   (1.12)   $   (6.11)   $   (4.74)
                                                    =========    =========    =========    =========
Weighted average shares of common stock
     outstanding used in computing basic and
     diluted net loss per share attributable to
     common stockholders ........................      29,704       25,430       29,704       18,287
                                                    =========    =========    =========    =========
Pro forma basic and diluted net loss per share ..                                          $   (3.85)
                                                                                           =========
Shares of common stock used in computing pro
     forma basic and diluted net loss per share .                                             22,510
                                                                                           =========
</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 September 30,  Nine months ended September 30,
                                                     --------------------------------  -------------------------------
                                                           2000             1999            2000             1999
                                                      --------------    -------------  -------------    --------------
<S>                                                     <C>             <C>             <C>             <C>
Cash flows from operating activities:
   Net loss, excluding preferred
    stock deemed dividend............................   $   (118,962)   $    (28,406)   $   (181,388)   $    (63,069)
Adjustments to reconcile net loss to net cash used in
   operating activities of continuing operations:
   Loss from discontinued operations ................             --           3,471           4,863           6,983
   Loss on disposal of iBaby, Inc. ..................           (409)             --           6,864              --
   Expense recognized in connection with issuance
     of warrants and stock options ..................            761           1,103           2,718           4,082
   Write-down of note receivable and investments ....          5,100              --          13,179              --
   Impairment of goodwill ...........................         98,056              --          98,056              --
   Deferred rent ....................................            (80)             --             (80)             --
   Depreciation and amortization ....................         10,767           8,213          33,526          14,253
   Bad debt expense .................................             --              --              --             500
Changes in operating assets and liabilities:
   Accounts receivable ..............................         (1,597)           (275)           (867)         (1,072)
   Restricted cash and other assets .................          1,406          (7,082)         (9,302)         (7,190)
   Accounts payable and accrued expenses ............          4,381           7,326           2,544           6,094
   Deferred revenue .................................         (2,261)          9,172          (3,506)          9,450
   Other liabilities ................................             --            (163)             --            (127)
                                                        ------------    ------------    ------------    ------------
Net cash used in operating activities of
   continuing operations ............................         (2,838)         (6,641)        (33,393)        (30,096)
                                                        ------------    ------------    ------------    ------------
Cash flows from investing activities:

   Purchase of fixed assets .........................         (7,686)         (1,044)        (12,986)         (2,318)
   Acquisitions of Web sites ........................             --          (9,971)             --         (20,802)
   Investment in marketable and non-marketable
    securities ......................................             --          (7,500)         (1,000)         (7,500)
                                                        ------------    ------------    ------------    ------------
Cash used in investing activities of
   continuing operations ............................         (7,686)        (18,515)        (13,986)        (30,620)
                                                        ------------    ------------    ------------    ------------
Cash flows from financing activities:

   Proceeds from issuance of common stock, net ......             --            (406)           (451)         90,986
   Proceeds from exercise of stock options ..........             18             249             730             754
   Principal payments on capital leases .............             --             (52)             --            (115)
   Principal payments on stockholders' note
   receivable .......................................          1,291           1,381           3,914           2,763
                                                        ------------    ------------    ------------    ------------
Net cash provided by financing activities of
   continuing operations ............................          1,309           1,172           4,193          94,388
                                                        ------------    ------------    ------------    ------------
Cash used in discontinued operations ................         (1,487)         (5,218)         (5,020)         (8,419)

Net (decrease) increase in cash for the period ......        (10,702)        (29,202)        (48,206)         25,253
Cash and cash equivalents, beginning of period ......         68,506          85,279         106,010          30,824
                                                        ------------    ------------    ------------    ------------
Cash and cash equivalents, end of period ............   $     57,804    $     56,077    $     57,804    $     56,077
                                                        ============    ============    ============    ============
</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 Inc. and its subsidiaries
("iVillage" or the "Company") are primarily engaged in the development of
programming material for distribution through online service providers and the
Internet.

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.

Unaudited Interim Financial Information

The unaudited interim condensed consolidated financial statements of the Company
for the three and nine months ended September 30, 2000 and 1999, respectively,
included herein have been prepared in accordance with the instructions for Form
10-Q under the Securities Exchange Act of 1934, as amended, and Article 10 of
Regulation S-X under the Securities Act of 1933, as amended. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations relating to interim financial
statements. These financial statements should be read in conjunction with
iVillage's Annual Report on Form 10-K for the year ended December 31, 1999.

In the opinion of management, the accompanying unaudited interim condensed
consolidated financial statements reflect all adjustments, consisting only of
normal recurring adjustments and appropriate inter-company elimination
adjustments, necessary to present fairly the financial position of the Company
at September 30, 2000, and the results of its operations and its cash flows for
the three and nine months ended September 30, 2000 and 1999, respectively. The
results for the three and nine months ended September 30, 2000 are not
necessarily indicative of the expected results for the full fiscal year or any
future period.

Reclassifications

Within the condensed consolidated statements of operations, we have made certain
reclassifications to the prior year's expense amounts to conform to the
presentation in comparable periods in 2000. None of the reclassifications
impacted our net loss or net loss per share attributable to common stockholders
in any period. The reclassifications include the allocation of facility expenses
from general and administrative expense to cost of revenues, product development
and technology, and sales and marketing, and to present the operating results of
IVN, Inc. (f/k/a iBaby, Inc.) as a discontinued operation.

Restricted Cash

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

Net Loss Per Share

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

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


                                       4
<PAGE>


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


Investments

The Company enters into certain equity investments for the promotion of business
and strategic purposes. Management determines the appropriate classification of
its investments in marketable securities at the time of purchase and evaluates
such investments at each balance sheet date. These investments are included in
other assets in the condensed consolidated balance sheets.

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

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

For all investment securities, unrealized losses that are other than temporary
are recognized in calculating net income or loss.

Included in Write-down of Note Receivable and Investments in the condensed
consolidated statements of operations are $8.1 million of losses recognized in
the second quarter of 2000, for the write-down of the Company's marketable and
non-marketable investments whose decline in value was deemed to be other than
temporary and $5.1 million from the write-down of a note receivable. (See
Note 3).

Goodwill and Intangible Assets

Goodwill and intangible assets consist of trademarks and the excess of purchase
price paid over identified intangible and tangible net assets of acquired
companies. Goodwill and intangible assets are amortized using the straight-line
method over the period of expected benefit ranging from three to ten years. The
Company assesses the recoverability of its goodwill and intangible assets by
determining whether the amortization of the unamortized balance over its
remaining life can be recovered through forecasted cash flows. If undiscounted
forecasted cash flows indicate that the unamortized amounts will not be
recovered, an adjustment will be made to reduce the net amounts to an amount
consistent with forecasted future cash flows discounted at a rate commensurate
with the risk involved when estimating future discounted cash flows. Cash flow
forecasts are based on trends of historical performance and management's
estimate of future performance, giving consideration to existing and anticipated
competitive and economic conditions.

In the third quarter of 2000, the Company recorded a one-time charge of $98.1
million, or $3.30 per share, for the impairment of goodwill relating to the 1999
acquisitions of OnLine Psychological Services, Inc., Code Stone Technologies,
Inc., Lamaze Publishing Company, Inc., and Family Point Inc. The Company
determined that their estimated future discounted cash flows were below the
carrying values of their long-lived assets, primarily goodwill. Yearly
amortization of this goodwill was approximately $25.8 million.

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 and nine months ended September 30, 2000 and
1999 are as follows (in thousands):

<TABLE>
<CAPTION>
                                           Three Months Ended September 30,  Nine Months Ended September 30,
                                                 2000             1999            2000            1999
                                                 ----             ----            ----            ----
                                                                     (Unaudited)
<S>                                           <C>             <C>             <C>             <C>
Net loss                                      $  (118,962)    $   (28,406)    $  (181,388)    $   (86,681)

Unrealized loss on marketable securities             (209)             --            (209)             --
                                              -----------     -----------     -----------     -----------
Total comprehensive loss                      $  (119,171)    $   (28,406)    $  (181,597)    $   (86,681)
                                              ===========     ===========     ===========     ===========
</TABLE>

Note 3 - Discontinued Operations

In June 2000, the Company decided to discontinue the operations of its iBaby,
Inc. subsidiary. The Company recorded a loss on disposal of approximately $6.9
million, which includes a loss on sale of assets of approximately $3.6 million
and an estimated loss from operations during the phase-out period of
approximately $3.2 million. Results of these operations have been classified as
discontinued operations and


                                       5
<PAGE>


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


all prior period results have been reclassified. For business segment reporting
purposes, iBaby, Inc. was previously classified as part of "Commerce". As a
result, the Company now operates as one business segment.

In July 2000, the Company sold certain assets of iBaby, Inc. to Babygear.com,
Inc. Under the Asset Purchase Agreement dated July 6, 2000, the Company received
a convertible promissory note of approximately $9.7 million. The note matures on
January 6, 2003 and the conversion rate, conversion timing, and the method of
repayment are contingent upon Babygear.com consummating additional financing.
The percentage of cash, note and equity in Babygear.com, into which the note
shall be converted, is determined by the timing and amount of financing received
by Babygear.com. As of September 30, 2000, Babygear.com had not received
additional financing, and in October 2000 the note was converted into 890,198
shares of Babygear.com Series C Convertible Preferred Stock. In certain
circumstances, if Babygear.com consummates an equity financing on or prior to
March 31, 2001, the Company has the right to convert 667,315 of the 890,198
shares of Series C Convertible Preferred Stock of Babygear.com into cash of
approximately $2.4 million, and a promissory note in the principal amount of
approximately $4.9 million.

In calculating the loss on sale of assets, the Company valued the note at $5.1
million as of June 30, 2000, due to uncertainties surrounding the recoverability
of the convertible note. At September 30, 2000, the convertible note was fully
reserved due to uncertainties surrounding Babygear.com's ability to sustain
their operations, and is included in Write-down of Note Receivable and
Investments in the condensed consolidated statements of operations for the three
and nine months ended September 30, 2000. The loss on sale of assets was
calculated as follows (in thousands):

         Estimated value of convertible promissory note ...    $ 5,100
         Inventory ........................................     (1,707)
         Fixed assets, net ................................       (780)
         Goodwill, net ....................................     (6,231)
                                                               -------
         Loss on sale of iBaby, Inc. assets ...............    $(3,618)
                                                               =======

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

<TABLE>
<CAPTION>
                                                         Three months ended     Nine months ended
                                                            September 30,          September 30,
                                                           2000       1999        2000        1999
                                                         --------   --------    --------    --------
<S>                                                      <C>        <C>         <C>         <C>
         Net revenue .................................   $    177   $  2,070    $  4,891    $  5,433
                                                         ========   ========    ========    ========
         Gain  (loss)  from  discontinued  operations,
         including loss on disposal...................   $    409   $ (3,471)   $(11,727)   $ (6,983)
                                                         ========   ========    ========    ========
</TABLE>

Net current liabilities of discontinued operations as of September 30, 2000 are
as follows (in thousands):

         Other current assets ..............................   $    10
         Accounts payable accrued expenses .................    (1,292)
                                                               -------
         Net current liabilities of discontinued operations    $(1,282)
                                                               =======

Non-current assets of discontinued operations as of September 30, 2000 are as
follows (in thousands):

         Fixed assets, net ...................................     $216
         Other assets ........................................       59
                                                                   ----
         Non-current assets of discontinued operations .......     $275
                                                                   ====

Note 4 - Recent Accounting Pronouncements

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


                                       6
<PAGE>


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

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

Overview

         The iVillage network, iVillage.com, provides an easy-to use,
comprehensive online network of sites tailored to the interests and needs of
women using the Internet. iVillage.com consists of 17 content specific channels
organized by subject matter and offers online access to experts and tailored
shopping opportunities. The channels cover leading topics of interest to women
online such as family, health, work, money, food, computers, relationships,
shopping, travel, pets and astrology. We facilitate channel usage by providing
common features and functionality within each channel, including experts, chats,
message boards and services.

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

         To date our revenues have been derived primarily from the sale of
sponsorship and advertising contracts. Sponsorship and advertising revenues
constituted 92% of total revenues for each of the three and nine months ended
September 30, 2000. This compares to 92% and 94% for the comparable periods
during the prior year, respectively.

         Sponsorship revenues are derived principally from contracts ranging
from one to three years. Sponsorships are designed to support broad marketing
objectives, including brand promotion, awareness, product introductions and
online research. Sponsorship agreements typically include the delivery of
impressions on our Web sites and occasionally the design and development of
customized sites that enhance the promotional objectives of the sponsor. An
impression is the viewing of promotional material on a Web page, which may
include banner advertisements, links, buttons, or other text or images.
Sponsorship revenues are recognized ratably in the period in which the
advertisement is displayed, provided that none of our significant obligations
remain and the collection of the receivable is reasonably assured, at the lesser
of the ratio of impressions delivered over total guaranteed impressions or the
straight-line basis over the term of the contract. Accordingly, to the extent
that minimum guaranteed impressions are not met, we defer recognition of the
corresponding revenues until the guaranteed impressions are met.

         As part of our sponsorship deals, certain sponsors who also sell
products provide us with a commission on sales of their products generated
through our Web site. To date, these amounts have 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. Advertising revenues are recognized ratably in the period in
which the advertisement is displayed, provided that none of our significant
obligations remain and the collection of the receivable is 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.
Advertising rates, measured on a cost per thousand impressions basis, or CPMs,


                                       7
<PAGE>

are dependent on whether the impressions are for general rotation throughout our
Web sites or for targeted audiences and properties within specific areas of
iVillage.com.

         Sponsorship and advertising revenues also include barter revenues,
which represent exchanges by us of advertising space on our Web sites for
reciprocal advertising space or traffic on other Web sites. Revenues from these
barter transactions are recorded as advertising revenues at the estimated fair
value of the advertisements delivered, unless the fair value of the goods and
services received is more objectively determinable, and are recognized when the
advertisements are run on iVillage.com and its affiliated properties. Barter
expenses are recognized at the value of advertisements received when our
advertisements are run on the reciprocal Web sites or properties, which is
typically in the same period as when advertisements are run on iVillage.com.
Barter expenses are included as part of sales and marketing expenses. We do not
receive cash for the advertisements delivered, nor do we pay for the
advertisements received. Typically, these barter transactions have no impact on
our cash flows and results of operations. Barter transactions enable us to
continue to build strong brand recognition as part of our overall business
strategy without expending cash resources. Revenues from barter transactions
represented approximately 5% and 13% of total revenues for the nine months ended
September 30, 2000 and 1999, respectively. We anticipate that barter revenues
will continue to increase in the future and will remain constant or increase
slightly as a percentage of total revenues depending on our future revenue
growth.

         With the acquisition of Lamaze Publishing Company, Inc. ("Lamaze
Publishing"), we generate additional revenues through advertising placements in
its publications, videos, Newborn Channel satellite broadcasts and e-commerce
opportunities. 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.

         Revenues from Astrology.com consist of the sale of astrological charts
and other related products to visitors to the Astrology.com Web site. We
recognize revenues from Astrology.com product sales, net of any discounts, when
products are shipped to customers and the collection of the receivable is
reasonably assured.

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

         The Company has and will continue to reduce its costs through several
expense reduction initiatives targeted at certain expenses, including without
limitation, reduced advertising, targeted staff reductions primarily through
attrition, reduced Company employee benefit plan costs as well as other
initiatives.

         In the third quarter of 2000, the Company recorded a one-time charge of
$98.1 million, or $3.30 per share, for the impairment of goodwill relating to
the 1999 acquisitions of OnLine Psychological Services, Inc., Code Stone
Technologies, Inc., Lamaze Publishing Company, Inc., and Family Point Inc. The
Company determined that their estimated future discounted cash flows were below
the carrying values of their long-lived assets, primarily goodwill. The Company
used a discount rate commensurate with the risk involved when estimating future
discounted cash flows. Yearly amortization of this goodwill was approximately
$25.8 million.

Results of Operations

Revenues

         Revenues were $20.2 million and $57.7 million for the three and nine
months ended September 30, 2000, respectively, which represents an increase of
133% and 190%, respectively, when compared with the corresponding periods in
1999. The increase in revenues was primarily due to our ability to generate
significantly higher sponsorship and advertising revenues during the 2000
periods and the acquisition of Lamaze Publishing in the third quarter of 1999.
Sponsorship, advertising and other revenues were $18.5 million and $52.8 million
for the three and nine months ended September 30, 2000, respectively, compared
to $8.0 million and $18.7 million for the corresponding periods in 1999. The
increase in sponsorship, advertising and other revenues was primarily due to an
increase in the number of impressions sold, an increase in the number of
sponsors advertising on our Web sites during the 2000 periods, and from the
acquisition of Lamaze Publishing. Sponsorship, advertising and other revenues
accounted for approximately 92% of total revenues for each of the three and nine
months ended September 30, 2000.

         Although no one advertiser accounted for greater than 10% of our total
revenues for the three and nine months ended September 30, 2000, our five
largest advertisers accounted for 26% and 24% of total revenues, respectively.


                                       8
<PAGE>


The five largest advertisers accounted for 26% and 25% of total revenues for the
three and nine months ended September 30, 1999, respectively.

         Included in sponsorship and advertising revenues are barter
transactions which accounted for approximately 5% of total revenues for each of
the three and nine months ended September 30, 2000, compared to 9% and 13% for
the comparable periods in 1999, respectively.

         Included in revenues are fees received from the licensing of portions
of our content, which accounted for approximately 5% of total revenues for each
of the three and nine months ended September 30, 2000, compared to 3% and 1% for
the comparable periods in 1999, respectively.

Cost of Revenues

         The principal elements of cost of revenues for our operations are
content costs, payroll and related expenses for the editorial staff, Web site
design and production staff, the cost of communications and related expenses
necessary to support our Web sites, and an allocation of facility expenses,
which is based on the number of personnel. Cost of revenues were $7.2 million
and $20.8 million, or 36% of revenues, for the three and nine months ended
September 30, 2000, respectively. Cost of revenues were $3.9 million and $10.5
million, or 45% and 53% of total revenues, for the comparable periods in 1999.
Cost of revenues, as a percentage of these revenues, decreased during each of
the three and nine months ended September 30, 2000 due to significant growth in
advertising, sponsorship and licensing revenues over the respective prior
period.

Operating Expenses

Product Development and Technology

         Product development and technology expenses consist primarily of
salaries, payroll taxes and benefits for the technology and strategy staff,
related expenditures for support, technology, software development and
operations personnel, and an allocation of facility expenses, which is based on
the number of personnel. Product development and technology expenses for the
three and nine months ended September 30, 2000 were approximately $2.2 million
and $5.8 million, or 11% and 10% of total revenues, respectively. Product
development and technology expenses were approximately $1.3 million, or 15% of
total revenues, and $3.9 million, or 20% of total revenues, for the
corresponding periods in 1999. The increase was primarily attributable to
additional personnel costs related to creating and testing new channel concepts
and tools used throughout our network of Web sites. Product development and
technology expenses decreased as a percentage of total revenues as a result of
the growth in revenues for the three and nine months ended September 30, 2000
compared to the same periods in 1999.

Sales and Marketing

         Sales and marketing expenses consist primarily of costs related to
distribution agreements, salaries, payroll taxes and benefits for sales and
marketing personnel, commissions, advertising and other marketing-related
expenses, and an allocation of facility expenses, which is based on the number
of personnel. Sales and marketing expenses for the three and nine months ended
September 30, 2000 were approximately $12.9 million, or 64% of total revenues,
and $42.6 million, or 74% of total revenues, respectively. Sales and marketing
expenses were approximately $18.2 million, or 211% of total revenues, and $40.6
million, or 204% of total revenues, respectively, for the comparable periods in
1999. The dollar decrease in sales and marketing expenses in the comparable
periods was primarily attributable to the launch of our $40.0 million marketing
campaign in the third quarter of 1999, coupled with cost reduction initiatives
instituted in the second quarter of 2000 which included a reduced amount of
advertising with the National Broadcasting Company, Inc. ("NBC"). Sales and
marketing expenses decreased as a percentage of total revenues as a result of
the growth in revenues for the three and nine months ended September 30, 2000
compared to the same periods in 1999.

         Included in sales and marketing expenses are barter transactions, which
amounted to approximately 5% of total revenues during each of the three and nine
months ended September 30, 2000, compared to 9% and 13% of total revenues for
the comparable periods in 1999, respectively.

General and Administrative

         General and administrative expenses consist primarily of salaries,
payroll taxes and benefits and related costs for general corporate overhead,
including executive management, finance, allocated facilities, and legal and


                                       9
<PAGE>


other professional fees. General and administrative expenses for the three and
nine months ended September 30, 2000 were $4.9 million, or 24% of total
revenues, and $18.0 million, or 31% of total revenues, respectively. For the
comparable periods in 1999, general and administrative expenses were $3.0
million, or 35% of total revenues, and $9.3 million, or 47% of total revenues,
respectively. The increase in general and administrative expenses was primarily
due to an increase in salaries and benefits, recruiting costs, expenses incurred
for international endeavors, allocation of costs associated with the Company's
new office space, and the acquisition of Lamaze Publishing in August 1999.
General and administrative expenses decreased as a percentage of total revenues
as a result of the growth in revenues for the three and nine months ended
September 30, 2000 compared to the same periods in 1999.

Depreciation and Amortization

         Depreciation and amortization expenses for the three and nine months
ended September 30, 2000 were approximately $10.8 million, or 53% of total
revenues, and $33.5 million, or 58% of total revenues, respectively. For the
comparable periods in 1999, depreciation and amortization expenses were $8.2
million, or 95% of total revenues, and $14.3 million, or 72% of total revenues,
respectively. The dollar increase between 1999 and 2000 was primarily
attributable to increased amortization expense resulting from our acquisitions
of Astrology.Net, OnLine Psychological Services, Inc., Lamaze Publishing and
Family Point Inc. in 1999, as well as depreciation on a greater base of fixed
assets owned by us during 2000 periods. As a result of the impairment of
goodwill charge discussed previously, amortization expense for goodwill is
expected to be reduced by approximately 70% in future periods.

Interest Income, Net

         Interest income, net includes interest income from our cash balances.
Interest income, net for the three and nine months ended September 30, 2000 was
$1.3 million and $4.2 million, or 7% of total revenues, respectively. For the
comparable periods in 1999, interest income, net was $0.9 million, or 11% of
total revenues, and $2.4 million, or 12% of total revenues, respectively. The
increase between 1999 and 2000 was primarily due to higher average net cash and
cash equivalents balances resulting primarily from the cash received from our
initial public offering of common stock in March 1999, and secondary offering of
common stock in October 1999.

Net Loss

         We recorded net losses of $119.0 million and $181.4 million, or $4.00
and $6.11 per share, for the three and nine months ended September 30, 2000,
respectively. For the three and nine months ended September 30, 1999 we recorded
net losses of $28.4 million and $86.7 million, or $1.12 and $4.74 per share,
respectively. The net loss for the nine months ended September 30, 2000 includes
a charge for the impairment of goodwill of approximately $98.1 million in the
third quarter of 2000, the write-down of marketable and non-marketable
investments of approximately $8.1 million in the second quarter of 2000, whose
decline was considered other than temporary, the write-down of a note receivable
of approximately $5.1 million in the third quarter of 2000, and an estimated
loss on the sale of iBaby, Inc. assets of $6.9 million over the second and third
quarters of 2000. The net loss for the nine months ended September 30, 1999
includes a deemed dividend of $23.6 million incurred as a result of the
difference between the purchase price of the series E convertible preferred
stock sold to NBC during the first quarter of 1999, and the fair market value on
the date of issuance.

Liquidity and Capital Resources

         Until our initial public offering in March 1999, which raised net
proceeds of $91.4 million, we financed our operations primarily through the
private placement of our convertible preferred stock. On November 3, 1999, we
consummated a secondary offering of 2,700,000 shares of common stock and
received net proceeds of $70.8 million. As of September 30, 2000, we had
approximately $67.1 million in cash, cash equivalents and restricted cash.
Management believes our existing cash balances are sufficient to enable us to
meet our obligations for at least the next twelve months.

         Net cash used in operating activities from continuing operations
decreased to $2.8 million for the three months ended September 30, 2000, from
$6.6 million for the three months ended September 30, 1999. Net cash used in
operating activities from continuing operations increased to $33.4 million for
the nine months ended September 30, 2000 from $30.1 million for the comparable
period in 1999. The overall increase in net cash used in operating activities
from continuing operations during the nine-month period resulted primarily from
increases in losses from continuing operations, a decrease in deferred revenue,
offset by non-cash charges including the write-down of a note receivable and
investments, impairment in goodwill and an increase in depreciation and
amortization expenses. The increased loss from continuing operations was
primarily due to the impairment of goodwill recognized in the third quarter of
2000 and the write-down of a note receivable and certain of the Company's
marketable and non-marketable investments.


                                       10
<PAGE>


         Cash used in investing activities from continuing operations was $7.7
million and $14.0 million for the three and nine months ended September 30,
2000, respectively. This compares to cash used in investing activities from
continuing operations of $18.5 million and $30.6 million for the three and nine
months ended September 30, 1999, respectively. The overall decrease in cash used
in investing activities from continuing operations for the nine months ended
September 30, 1999 to the comparable period in 2000 resulted primarily from the
acquisition of iBaby and Astrology.Net in the first quarter of 1999 and Lamaze
Publishing and Family Point Inc. in the third quarter of 1999, offset by our
investment in non-marketable securities in February 2000, and higher fixed asset
purchases for the build-out of our new New York City office. Through September
30, 2000, approximately $8.8 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 and $4.2 million for the three and nine months ended
September 30, 2000, respectively, compared to $1.2 million and $94.4 million for
the three and nine months ended September 30, 1999, respectively. The overall
decrease in net cash provided by financing activities from continuing operations
was primarily due to the receipt of $91.4 million of net proceeds from our
initial public offering in March 1999.

         On August 2, 1999, we announced a $40.0 million marketing campaign,
$28.5 million of which was incremental to our existing plan, which commenced in
the third quarter of 1999. In addition, on September 3, 1999, we paid
approximately $7.5 million to PlanetRx.com for 371,103 shares of series D
preferred stock of PlanetRx.com, which was converted into the same number of
shares of PlanetRx.com's common stock upon the closing of PlanetRx.com's initial
public offering in October 1999. At June 30, 2000, the investment in
PlanetRx.com was written down approximately $7.1 million to its estimated fair
market value due to a decline in value deemed to be other than temporary.

         In addition, in September 1999 we entered into a content license
agreement with PlanetRx.com for $7.5 million and a multi-year sponsorship
agreement for $15.0 million. In June 2000, our sponsorship agreement with
PlanetRx.com was amended to reduce the aggregate value of the agreement to
approximately $9.3 million, as well as reduce iVillage's obligations thereunder.
In September 2000, our Sponsorship Agreement with PlanetRx.com was amended to
reduce the aggregate value of the agreement to approximately $4.0 million and
further reduce iVillage's obligations thereunder.

         As of September 28, 1999, we entered into a financial advisory
agreement with Allen & Company Incorporated pursuant to which Allen & Company
will act as our financial advisor with respect to various matters from time to
time. We paid Allen & Company $0.3 million upon execution of the agreement. In
February 2000, we executed an amendment to the agreement that extended its term
to September 28, 2000 and set forth additional fees payable to Allen & Company
for up to 12 months after expiration of the agreement upon the occurrence of
certain events.

         On February 15, 2000, iVillage and Unilever announced the formation of
an independently managed company to provide women with a highly focused
community, an array of interactive, customized online services, beauty and
personal care products and personalized product recommendations. Unilever and
iVillage plan to provide an aggregate $200.0 million in cash, intellectual
property, marketing and other resources. Unilever will provide capital as well
as sponsorship and promotional initiatives. iVillage will provide its Beauty
channel, capital, intellectual property and promotion. As of September 30, 2000,
iVillage has not been required to contribute any cash to this joint venture.
Additionally, during the third quarter of 2000, the Company recognized losses,
up to its cost basis, from the joint venture of approximately $0.1 million.

         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 recently
consolidated our New York City operations. The financial commitment for rent at
this office space is approximately $4.7 million for the next 12 months. Pursuant
to the terms of the lease, we anticipate receiving approximately $4.8 million
for reimbursement of certain construction expenses prior to the end of 2000.

         In July 2000, the Company sold certain assets of its iBaby, Inc.
subsidiary. Under the Asset Purchase Agreement dated July 6, 2000, the Company
received a convertible promissory note of approximately $9.7 million. The note
matures on January 6, 2003 and the conversion rate, conversion timing, and the
method of repayment are contingent upon Babygear.com consummating additional
financing. The percentage of cash, note and equity in Babygear.com, into which
the note shall be converted, is determined by the timing and amount of financing
received by Babygear.com. As of September 30, 2000, Babygear.com had not
received additional financing, and in October 2000 the note was converted into
890,198 shares of Babygear.com Series C Convertible Preferred Stock. In certain
circumstances, if Babygear.com consummates an equity financing on or prior to
March 31, 2001, the Company has the right to convert 667,315 of the 890,198
shares of Series C Convertible Preferred Stock into cash of approximately $2.4
million, and a promissory note in the principal amount of approximately $4.9
million. In connection with the sale, the Company recorded a loss on disposal of
approximately $6.9 million, which includes a loss on sale of assets


                                       11
<PAGE>

of approximately $3.6 million and an estimated loss from operations during the
phase-out period of approximately $3.2 million. Results of these operations have
been classified as discontinued operations and all prior period results have
been restated. At September 30, 2000, the convertible note, which was initially
valued at $5.1 million due to uncertainties surrounding its recoverability, was
fully reserved due to uncertainties surrounding Babygear.com's ability to
sustain their operations.

         On July 19, 2000, iVillage, Tesco PLC, and Tesco.com announced the
formation of an international joint venture, iVillage UK Limited, to serve the
women's online market in the United Kingdom and the Republic of Ireland.
iVillage UK Limited will function as an independently managed entity and provide
women in the UK and the Republic of Ireland with a highly focused community and
an array of interactive, customized online solutions and services including
content channels, tools, planners, quizzes, message boards, chats and
newsletters. Tesco and iVillage plan to provide a combined total of
approximately $70.0 million in marketing, branding, cash, intellectual property,
and other resources. Tesco will provide capital and promotional initiatives, and
iVillage will provide its brand, intellectual property, content and consulting
services.

         Our capital requirements depend on numerous factors, including:

                  o        market acceptance of our services;

                  o        the amount of resources we devote to investments in
                           the iVillage.com network, including 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.

         We have experienced a substantial increase in our expenditures since
our inception. The increase in expenditures is consistent with the growth in our
operations and staffing. We anticipate that we will continue to evaluate
possible investments in businesses and products and technologies, either of
which could reduce our liquidity.

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

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

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

                  o        attract a larger audience to our online network;

                  o        increase awareness of our brand;

                  o        strengthen user loyalty;

                  o        offer compelling content;

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

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

                  o        respond effectively to competitive pressures;

                  o        continue to develop and upgrade our technology; and

                  o        attract, retain and motivate qualified personnel.

We 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 of $181.4
million for the nine months ended September 30, 2000, $93.0 million for the year
ended

                                       12
<PAGE>

December 31, 1999 and $43.7 million for the year ended December 31, 1998. As of
September 30, 2000 and December 31, 1999, our accumulated deficit was $374.3
million and $192.9 million, respectively. We expect to continue to incur
significant operating and capital expenditures and, as a result, we will need to
generate significant revenues to achieve and maintain profitability.

         Although our revenues have grown in recent quarters, we cannot
guarantee that we will achieve sufficient revenues for profitability. Even if we
do achieve profitability, we cannot guarantee that we can sustain or increase
profitability on a quarterly or annual basis in the future. If revenues grow
slower than we anticipate, or if operating expenses exceed our expectations or
cannot be adjusted accordingly, our business, results of operations and
financial condition will be materially and adversely affected. Because our
strategy includes acquisitions of 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.

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

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

     o    the difficulty of assimilating the operations and personnel of the
          acquired companies and joint venture entities;

     o    the difficulty of establishing a new joint venture including, without
          limitation, attracting qualified personnel, potential adverse
          financial and accounting consequences, high initial expenses,
          attracting customers and advertisers, and integrating resources from
          previously unaffiliated entities;

     o    the potential disruption of our ongoing business;

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

     o    expenses associated with the transactions;

     o    additional expenses associated with amortization of acquired
          intangible assets;

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

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

     o    the potential unknown liabilities associated with acquired businesses
          and joint venture entities.

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

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

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

         Our revenues for the foreseeable future will remain dependent on user
traffic levels and advertising activity on our Web sites. Future revenues are
difficult to forecast. In addition, we plan to 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 revenue shortfall.

                                       13
<PAGE>

         If we have a shortfall in revenues in relation to our expenses, or if
our expenses precede increased revenues, then our business, results of
operations and financial condition would be materially and adversely affected.
This would likely affect the market price of our common stock in a manner which
may be unrelated to our long-term operating performance.

The market for Internet advertising is still developing

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

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

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

We use barter transactions which do not generate cash revenue

         Revenues from barter transactions represented approximately 5% and 9%
of total revenues for the nine months ended September 30, 2000 and the year
ended December 31, 1999, respectively. Barter transactions do not generate any
cash revenues and are entered into by us to promote our brand and generate
traffic to our Web sites, without any expenditure of our cash resources.

Seasonal and cyclical patterns may affect our business

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

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

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

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

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

                                       14
<PAGE>

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

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

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

         We depend on a limited number of customers for a significant portion of
our revenues. Consequently, the loss of even a small number of these customers
at any one time may adversely affect our business, financial condition and
results of operations. Although no advertiser accounted for more than 10% of
total revenues for the nine months ended September 30, 2000 or the year ended
December 31, 1999, our five largest advertisers accounted for 24% and 20% of
total revenues, respectively. At September 30, 2000 and December 31, 1999, no
one advertiser accounted for 10% or more of net accounts receivable.

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

We may not find sufficient acquisition candidates and/or joint venture partners
to implement our business strategy

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

International operations are subject to additional risks.

         Our business strategy involves expanding our operations to numerous
foreign jurisdictions and as a result of a recent joint venture a portion of our
operations are conducted and located abroad. We have had no prior experience
with operations abroad and we have limited information available to evaluate our
prospects abroad. International operations and business expansion plans are
subject to numerous additional risks, including the impact of foreign government
regulations, currency fluctuations, political uncertainties, social instability,
differences in business practices or other developments not typical of
investments in the United States. There can be no assurance that foreign
governments will not adopt regulations or take other actions that would have a
direct or indirect adverse impact on our business or market opportunities within
such governments' countries. Furthermore, there can be no assurance that the
political, cultural and economic climate outside the United States will be
favorable to our operations and business strategy.

         We currently do not have political risk insurance in the foreign
countries in which we conduct business. While we carefully consider these risks
when evaluating investment opportunities, there is no assurance that we will not
be materially adversely affected as a result of such risks. A number of the
agreements we have entered into with non-United States partners are governed by
the laws of, and are subject to dispute resolution in the courts of, or through
arbitration proceedings in, the country or region in which the operation is
located. We cannot accurately predict whether such forum

                                       15
<PAGE>

will provide us with an effective and efficient means of resolving disputes that
may arise in the future. Even if we are able to obtain a satisfactory decision
through arbitration or a court proceeding, we could have difficulty enforcing
any award or judgment on a timely basis. Our ability to obtain or enforce relief
in the United States is uncertain. In addition, as a United States corporation,
we are subject to the regulations imposed by the Foreign Corrupt Practices Act
(the "FCPA"), which generally prohibits United States companies and their
intermediaries from making improper payments to foreign officials for the
purpose of obtaining or keeping business. Any determination that we have
violated the FCPA could have a material adverse effect on us.

         As a result of our recent joint venture, our operations have been
exposed to foreign competition. Many of these competitors have substantially
greater financial resources than we do. In addition, many of such competitors
have a significant operating history in the jurisdictions in which we are
seeking to establish ourselves. There can be no assurance that we will be able
to successfully compete in any foreign jurisdiction or against such competitors.

We may be sued for information retrieved from our Web sites

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

We may incur potential product liability for the products we sell

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

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

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

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

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

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

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

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

                                       16
<PAGE>

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

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

Our uncertain sales cycles could adversely affect our business

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

         o        advertisers' and sponsors' budgetary constraints;

         o        advertisers' and sponsors' internal acceptance reviews;

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

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

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

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

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

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

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

Competition for personnel in the Internet industry is intense

         We may be unable to retain our key employees or attract, assimilate or
retain other highly qualified employees in the future. We have from time to time
experienced, and we expect to continue to experience difficulty in hiring and
retaining highly skilled employees with appropriate qualifications as a result
of our rapid growth and expansion. Several key employees have resigned in recent
months to join other companies. In addition, there is significant competition
for qualified employees in the Internet industry. As a result, we incurred
increased salaries, benefits and recruiting expenses for the nine months ended
September 30, 2000 and the year ended December 31, 1999. If we do not succeed in
attracting new personnel or retaining and motivating our current personnel, our
business will be adversely affected.


                                       17
<PAGE>

We are dependent on continued growth in use of the Internet

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

         o        inadequate network infrastructure;

         o        security concerns;

         o        inconsistent quality of service;

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

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

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

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

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

         Our market is characterized by rapidly changing technologies, frequent
new product and service introductions and evolving industry standards. The
recent growth of the Internet and intense competition in our industry exacerbate
these market characteristics. To achieve our goals, we need to effectively
integrate the various software programs and tools required to enhance and
improve our product offerings and manage our business. Our future success will
depend on our ability to adapt to rapidly changing technologies by continually
improving the performance features and reliability of our services. We may
experience difficulties that could delay or prevent the successful development,
introduction or marketing of new products and services. In addition, our new
enhancements must meet the requirements of our current and prospective users and
must achieve significant market acceptance. We could also incur substantial
costs if we need to modify our services or infrastructures to adapt to these
changes.

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

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

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

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

                                       18
<PAGE>
which could subject us to taxes and other regulations.

We may face potential liability for our privacy practices

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

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

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

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

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

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

         We are dependent on various third parties for software, systems and
related services. For example, we rely on Doubleclick Inc.'s software for the
placement of advertisements, 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.

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.

Internet security concerns could hinder e-commerce

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

                                       19
<PAGE>

Our operation of Lamaze Publishing and iVillage Integrated Properties poses a
number of risks that could materially adversely affect our business strategy

        There are a number of risks in operating Lamaze Publishing and iVillage
Integrated Properties, which are non-Internet companies, 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 iVillage Integrated
                  Properties' Newborn Channel;

         o        our ability to continue to sell advertising and sponsorships
                  on our Web sites and in Lamaze Publishing's magazines, videos
                  and Website, and iVillage Integrated Properties' 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 iVillage Integrated Properties in an efficient and timely
manner could result in a disruption of operations of Lamaze Publishing and
iVillage Integrated Properties 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 900 hospitals in the United
States. There is a risk that the satellite from which the transmission is sent
may malfunction, interrupting iVillage Integrated Properties' broadcasts. In the
event this occurs, there may be a period of time before iVillage Integrated
Properties can transmit to and from another satellite. Any interruption in
iVillage Integrated Properties' ability to transmit the Newborn Channel could
have an adverse impact on its business. In addition, extreme adverse weather
could damage receivers and transmitters on the ground, thereby hindering
transmissions.

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

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

         Our network currently uses cookies to track demographic information and
user preferences. A cookie is information keyed to a specific server, file
pathway or directory location that is stored on a user's hard drive, possibly
without the user's knowledge, but is generally removable by the user. Germany
has imposed laws limiting the use of cookies, and a number of Internet
commentators, advocates and governmental bodies in the United States and other
countries have urged the passage of laws limiting or abolishing the use of
cookies. If these laws are passed, our business, financial condition and results
of operations could be materially harmed.

Possible infringement of intellectual property rights could harm our business

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

                                       20
<PAGE>

intellectual property disputes with third parties that may not result in a
favorable outcome for us.

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

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

Several members of senior management have only recently joined iVillage

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to the impact of changes in the market values of our investments.
We invest in equity instruments of privately-held, information technology and
other companies for business and strategic purposes. The investments are
included in other assets on our condensed consolidated balance sheets. These
investments are accounted for under the cost method of accounting. For these
non-quoted investments, our policy is to regularly review the assumptions
underlying the operating performance and cash flow forecasts in assessing the
carrying values. We identify and record impairment losses on long-lived assets
when events and circumstances indicate that such assets might be impaired. In
1999, one of the privately held investments became a marketable equity security
when the investee completed an initial public offering. Such investments in the
Internet industry are subject to significant fluctuations in fair market value
due to the volatility of the stock market, and are recorded as
available-for-sale under the provisions of Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities."

                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings.

On May 24, 2000, a complaint was filed in the Supreme Court of the State of New
York in New York County by Insignia/ESG, Inc. f/k/a Insignia/Edward S. Gordon,
Inc. ("Insignia"), a real estate broker, against us. The complaint alleges a
breach of the provisions of a written agreement between Insignia and us related
to our failure to pay Insignia a broker's commission in connection with our
lease of new office space at 500-512 Seventh Avenue in New York City. In
addition to unspecified damages, the complaint seeks an award of $2.0 million
plus interest thereon. On July 10, 2000, we filed an answer and counterclaim to
Insignia's complaint alleging intentional, malicious, wrongful and tortious
interference by Insignia with our prospective contractual relationship with the
owner of another New York office building. In addition to unspecified damages,
our counterclaim seeks an award of $7.0 million in compensatory damages and $1.0
million in punitive damages as well as interest thereon from Insignia.

We believe that the lawsuit and claims asserted against us by Insignia are
without merit and intend to vigorously defend against these claims.

                                       21
<PAGE>

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 the same exhibit
                  number to Registration Statement File No.333-85437).

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

         10.1     Second Amendment to Sponsorship Agreement dated as of
                  September 27, 2000 between PlanetRx.com and iVillage Inc.

         10.2     License Agreement dated as of September 8, 2000 among Lamaze
                  International, Inc., Lamaze Publishing Company and iVillage
                  Inc.

         10.3     First Amendment to Lease dated as of June 7, 2000 between
                  500-512 Seventh Avenue Limited Partnership and iVillage Inc.

         11       Statement re: computation of earnings per share.

         27       Financial Data Schedule.

(b) Reports on Form 8-K were filed on July 21, 2000, July 28, 2000 and July 31,
2000, each reporting under Item 5.

                                       22
<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:       November 14, 2000          By:  /s/ Douglas McCormick
                                             ---------------------

                                             Douglas McCormick
                                             Chief Executive Officer

Dated:       November 14, 2000          By:  /s/ Scott Levine
                                             -----------------------------------

                                             Scott Levine
                                             Senior Vice President, Finance
                                             and Interim Chief Financial Officer
                                       23
<PAGE>

                         EXHIBIT INDEX

       Exhibits

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

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

         10.1     Second Amendment to Sponsorship Agreement dated as of
                  September 27, 2000 between PlanetRx.com and iVillage Inc.

         10.2     License Agreement dated as of September 8, 2000 among Lamaze
                  International, Inc., Lamaze Publishing Company and iVillage
                  Inc.

         10.3     First Amendment to Lease dated as of June 7, 2000 between
                  500-512 Seventh Avenue Limited Partnership and iVillage Inc.

         11       Statement re: computation of earnings per share.

         27       Financial Data Schedule.

                                       24