<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------
                                    FORM 10-Q/A

(Mark One)

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

      For the quarterly period ended June 30, 2002

                                       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 000-25847

                                -----------------
                                 RAZORFISH, INC.
             (Exact Name of Registrant as Specified in its Charter)

                                -----------------

           Delaware                                     13-3804503
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)

                   107 Grand Street, New York, New York, 10013
          (Address of Principal Executive Offices, Including Zip Code)

                                 (212) 966-5960
              (Registrant's Telephone Number, Including Area Code)

                                       N/A

                     (Former Name, Former Address And Former
                   Fiscal Year, if Changed Since Last Report)

                                       N/A

        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. [X] YES [_] NO

        The number of shares outstanding of the Registrant's Class A Common
Stock as of August 12, 2002 was 4,815,249.


<PAGE>

                                 RAZORFISH, INC.
                          QUARTERLY REPORT ON FORM 10-Q/A
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

PART I.  FINANCIAL INFORMATION
<S>                                                                                                                         <C>
Item 1.      Unaudited Consolidated Financial Statements:

             Consolidated Balance Sheets as of December 31, 2001 (audited) and June 30, 2002 ............................      1

             Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2001 and 2002 ............      2

             Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2001 and 2002 ......................      3

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

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

PART II. OTHER INFORMATION

Item 1.      Legal Proceedings ..........................................................................................     11

Item 2.      Changes in Securities and Use of Proceeds ..................................................................     12

Item 4.      Submission of Matters to a vote of Security Holders ........................................................     12

Item 6.      Exhibits and Reports on Form 8-K ...........................................................................     13

Signatures ..............................................................................................................     15
</TABLE>



<PAGE>


PART I.   FINANCIAL INFORMATION

Item 1.   Unaudited Consolidated Financial Statements

                        RAZORFISH, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                   December 31,      June 30,
                                               ASSETS                                 2001             2002
                                                                                   ---------         ---------
                                                                                                   (unaudited)
<S>                                                                                  <C>            <C>
CURRENT ASSETS:
   Cash and cash equivalents ...................................................   $   8,011         $  11,130
   Accounts receivable, net of allowance for doubtful accounts of $575 and $375
      as of December 31, 2001 and June 30, 2002 ................................       4,936             4,668
   Unbilled revenues ...........................................................         346               260
   Prepaid expenses and other current assets ...................................         458               784
   Due from affiliate ..........................................................         335                 8
                                                                                   ---------         ---------
           Total current assets ................................................      14,086            16,850

PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of
   $1,048 and $1,337 at December 31, 2001 and June 30, 2002, respectively ......       1,599             1,580
OTHER ASSETS ...................................................................         262               269
                                                                                   ---------         ---------
           Total assets ........................................................   $  15,947         $  18,699
                                                                                   =========         =========

                           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:

   Accounts payable and accrued expenses .......................................   $  20,652         $  14,736
   Deferred revenues ...........................................................         178               201
                                                                                   ---------         ---------
           Total current liabilities ...........................................      20,830            14,937

LONG-TERM OBLIGATIONS ..........................................................       3,111               978
                                                                                   ---------         ---------
           Total liabilities ...................................................      23,941            15,915
                                                                                   ---------         ---------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):

     Preferred stock $.01 par value; 10,000,000 shares authorized; none issued            --                --
     or outstanding Common stock: Class A $.01 par value; 200,000,000
     shares authorized; 3,791,639 and 4,815,249 issued

      at December 31, 2001 and June 30, 2002, respectively .....................          38                48
     Class B, $.01 par value; 2 shares authorized, issued, and outstanding at
      December 31, 2001 and June 30, 2002 ......................................          --                --
     Additional paid-in capital ................................................     327,468           335,302
     Deferred compensation .....................................................        (423)             (378)
     Accumulated (deficit) .....................................................    (334,489)         (331,600)
     Treasury stock at cost; 2,453 shares at December 31, 2001 and June 30, 2002        (588)             (588)
                                                                                   ---------         ---------
           Total stockholders' equity (deficit).................................      (7,994)            2,784

           Total liabilities and stockholders' equity (deficit) ................   $  15,947         $  18,699
                                                                                   =========         =========
</TABLE>

    The accompanying notes are an integral part of these financial statements



                                       1

<PAGE>

                        RAZORFISH, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per share data)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                       Three Months            Six Months
                                                                      Ended June 30,          Ended June 30,
                                                                ----------------------   ----------------------
                                                                   2001         2002        2001        2002
                                                                ---------    ---------   ---------    ---------
<S>                                                             <C>          <C>         <C>          <C>
Revenues
     Revenues before reimbursements for direct costs ........   $  28,712    $  10,509   $  71,372    $  21,292
     Reimbursements for direct costs ........................         790          408       2,148          878
                                                                ---------    ---------   ---------    ---------
        Total revenues ......................................      29,502       10,917      73,520       22,170
                                                                ---------    ---------   ---------    ---------

Project personnel costs

     Project personnel costs before reimbursements for direct
     costs ..................................................      18,562        5,782      47,419       11,731
     Reimbursements for direct costs ........................         790          408       2,148          878
                                                                ---------    ---------   ---------    ---------
        Total project personnel costs .......................      19,352        6,190      49,567       12,609
                                                                ---------    ---------   ---------    ---------

Gross profit ................................................      10,150        4,727      23,953        9,561

Sales and marketing .........................................       1,777          609       6,429          957
General and administrative
    (exclusive of non-cash compensation expense of $260
    and $379 and for the three months ended June 30, 2001
    and 2002 respectively, and $260 and $990 for the six
    months ended June 30, 2001 and 2002 respectively) .......      14,826        3,268      35,334        6,551
Non-cash compensation expense ...............................         260          379         260          990
Restructuring costs .........................................      70,040          185      82,817       (1,467)
Impairment loss .............................................      60,116         --        60,116         --
Amortization of intangibles .................................         822         --         1,759         --
                                                                ---------    ---------   ---------    ---------
Income / (loss) from operations .............................    (137,691)         286    (162,762)       2,530

Other income, net ...........................................         365           54         678          358
                                                                ---------    ---------   ---------    ---------
     Income / (loss) before income taxes ....................    (137,326)         340    (162,084)       2,888

Provision for income taxes ..................................        (214)        --           (74)
                                                                ---------    ---------   ---------    ---------
     Net income / (loss) ....................................   $(137,112)   $     340   $(162,010)   $   2,888
                                                                =========    =========   =========    =========

Earnings (loss) per share:

     Basic ..................................................   $  (41.90)   $    0.07   $  (49.57)   $    0.67
                                                                =========    =========   =========    =========
     Diluted ................................................   $  (41.90)   $    0.07   $  (49.57)   $    0.66
                                                                =========    =========   =========    =========

Weighted average common shares outstanding:

     Basic ..................................................       3,272        4,665       3,268        4,332
     Diluted ................................................       3,272        4,763       3,268        4,386

</TABLE>


    The accompanying notes are an integral part of these financial statements



                                       2

<PAGE>

                        RAZORFISH, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                                   Six Months Ended June 30,
                                                                                   ------------------------
                                                                                      2001          2002
                                                                                   ---------      ---------
                                                                                   (unaudited)    (unaudited)
<S>                                                                                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss) ............................................................   $(162,010)     $   2,888
  Adjustments to reconcile net income (loss) to net used in operating activities
     Depreciation and amortization .............................................       4,323            289
     Minority interest .........................................................        (294)          --
     Non-cash compensation expense .............................................         260            990
     Non-cash restructuring costs ..............................................      57,457         (1,658)
     Impairment loss ...........................................................      60,116           --
     Changes in operating assets and liabilities, net of acquisitions:
        Accounts receivable ....................................................      15,350            268
        Unbilled revenues ......................................................       2,766             85
        Prepaid expenses and other current assets ..............................      (1,009)          (326)
        Due from affiliate .....................................................        --              327
        Other assets ...........................................................          58             (7)
        Accounts payable and accrued expenses ..................................      (6,617)        (4,188)
        Deferred revenues ......................................................          55             24
        Income taxes payable ...................................................      (1,815)          --
        Increase in other liabilities ..........................................         329           --
                                                                                   ---------      ---------
           Net cash used in operating activities ...............................     (31,031)        (1,308)
                                                                                   ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Capital expenditures .........................................................      (2,575)          (271)
                                                                                   ---------      ---------
           Net cash used in investing activities ...............................      (2,575)          (271)
                                                                                   ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from common stock offering ..........................................        --            6,889
  Proceeds from exercise of stock options ......................................         410              9
  Repayment of stockholder's loan ..............................................         681           --
  Payments of long-term obligations ............................................        (726)        (2,200)
                                                                                   ---------      ---------
           Net cash provided by financing activities ...........................         365          4,698
                                                                                   ---------      ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS ...................      (3,117)          --
           Net increase/(decrease) in cash and cash equivalents ................     (36,358)         3,119
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD .................................      51,483          8,011
                                                                                   ---------      ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD .......................................   $  15,125      $  11,130
                                                                                   =========      =========
</TABLE>





    The accompanying notes are an integral part of these financial statements



                                       3

<PAGE>

                        RAZORFISH, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (in thousands)

                                     PART I

1.    BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Razorfish's services employ digital technologies to address a wide range of our
clients' needs, from business and brand strategy to systems integration. From
its founding in 1995 to the present, Razorfish has provided its clients with
services designed to enhance communications and commerce with their customers,
suppliers, employees and other partners through the use of digital technologies.

Summary of Significant Accounting Policies

The accompanying unaudited consolidated financial statements of the Company have
been prepared pursuant to the rules of the Securities and Exchange Commission
(the "SEC"). Certain information and note 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. These unaudited consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K and as amended on Form
10-K/A. In the opinion of management, the accompanying unaudited consolidated
financial statements reflect all adjustments, which are of a normal recurring
nature, necessary for a fair presentation of the results for the periods
presented.

The results of operations presented for the three and six months ended June 30,
2001 and 2002 are not necessarily indicative of the results to be expected for
any other interim period or any future fiscal year.

2.   SEGMENT REPORTING

The Company is a provider of digital solutions. The Company evaluated its
business activities that are regularly reviewed by executive management and
Board of Directors for which discrete financial information is available. As a
result of this evaluation, the Company determined that it has one operating
segment.

3.   RESTRUCTURING COSTS

During the calendar year 2001, Razorfish evaluated its operating needs including
facilities, equipment and staffing. This evaluation resulted in a restructuring
plan being placed into effect. In executing the plan, Razorfish recorded
restructuring costs of $94.2 million for the year ended December 31, 2001.

During the quarter ended March 31, 2002, Razorfish reversed approximately $1.7
million of the previously expensed restructuring costs related to facilities,
due to settlement of these obligations for less than previously expensed.

During the quarter ended June 30, 2002, the Company continued to evaluate its
operating needs and as a result incurred and paid severance costs of
approximately $0.2 million.

Restructuring costs, which relate to excess facilities for the six months ended
June 30, 2002 were as follows (in millions):

<TABLE>
<CAPTION>

                                                  Balance as          Cash                          Balance as
                                                 Of 12/31/2001     Utilization      Reversal       Of 6/30/2002
                                                 -------------     -----------      --------       ------------
<S>                                                  <C>              <C>              <C>            <C>
Restructuring costs .........................        $ 11.2           $(5.4)           $(1.7)         $ 4.1

                             Current portion (included in accrued expenses) ....................        3.1
                             Long-term portion (included in long-term obligations) .............        1.0
                                                                                                      -----
                             Total                                                                    $ 4.1
                                                                                                      =====
</TABLE>

4.   EARNINGS PER SHARE

During the Annual Meeting of the Stockholders of the Company held on July 11,
2002, the stockholders voted in favor of ratifying the Amendment to the
Certificate of Incorporation for Razorfish, Inc. to effect a reverse stock split
of all outstanding shares of


                                       4

<PAGE>

Common Stock at a ratio between one to ten and one to thirty, as such and
effective July 16, 2002 the Company's outstanding shares, stock options and
warrants reversed split at a thirty to one ratio, with post split shares
retaining a par value of $.01 per share. All references to shares and options,
in this period and in prior periods, have been adjusted to reflect the post
reverse split amounts.

The following table reconciles the denominator of the diluted earnings per share
computation as shown on the Consolidated Statements of Operations.
<TABLE>
<CAPTION>

                                                               Three Months Ended           Six Months Ended
                                                                    June 30,                    June 30,
                                                               --------------------        --------------------
                                                                 2001        2002           2001        2002
                                                               --------------------        --------------------
 Diluted EPS Computation                                           (in thousands)              (in thousands)

<S>                                                              <C>         <C>            <C>           <C>
 Basic common shares outstanding ..........................      3,272       4,665          3,268         4,332
 Effect of common stock options ...........................        --           98             --            54
                                                                 -----       -----          -----         -----
 Diluted common and common equivalent shares ..............      3,272       4,763          3,268         4,386
                                                                 =====       =====          =====         =====
</TABLE>

36,094 and 47,536 options were in the money and exercisable, for the three month
period ended June 30, 2001 and the six month period ended June 30,2001,
respectively, but their effect would have been anti-dilutive and as such, they
have been excluded from the calculation of earnings per share.

5.   COMPREHENSIVE INCOME

The components of comprehensive income are as follows:
<TABLE>
<CAPTION>

                                                 Three Months Ended                 Six Months Ended
                                                      June 30,                           June 30,
                                               ------------------------         -------------------------
                                                 2001          2002                 2001          2002
                                               ---------   ------------         ------------ ------------
                                                  (in thousands)                     (in thousands)
<S>                                            <C>               <C>            <C>                <C>
Net income (loss)..........................    $(137,112)        $ 340          $ (162,010)        $2,888
Foreign currency translation adjustment ...         (122)           --             (3,117)            --
                                               ---------         -----          ----------         ------
        Comprehensive income (loss) .......    $(137,234)        $ 340          $ (165,127)        $2,888
                                               =========         =====          ==========         ======
</TABLE>

6.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

<TABLE>
<CAPTION>

                                                   December 31, 2001        June 30, 2002
                                                   -----------------       ---------------
<S>                                                    <C>                     <C>
Accounts payable.............................        $ 1,730                   $ 1,576
Accrued payroll and other payroll expenses....         1,356                     1,682
Accrued professional fees.....................           769                       206
Restructuring accruals - short term...........         8,135                     3,137
Tax obligations and related interest..........         7,626                     7,333
Accrued other.................................         1,036                       802
                                                     -------                   -------
     Total....................................       $20,652                   $14,736
                                                     =======                   =======
</TABLE>

7.   STOCKHOLDERS' EQUITY

During the quarter ended March 31, 2002, the Company raised approximately $1.5
million, before fees and expenses, through the sale of approximately 356,159
shares of common stock at a price of $ 4.27 per share.

                                       5

<PAGE>

In April 2002, the Company raised approximately $6.0 million, before fees and
expenses, through the sale of approximately 623,958 shares of common stock at a
price of $9.60 per share (adjusted to reflect the thirty (30) - to - one (1)
reverse split). In addition, the Company issued approximately 93,594 warrants to
purchase common stock at a price of $13.50 per share (adjusted to reflect the
thirty (30) - to - one (1) reverse split). If exercised, the warrants would
generate approximately $1.3 million in additional proceeds to the Company.

8.   SIGNIFICANT CUSTOMERS AND CONCENTRATION OF CREDIT RISK

Financial instruments that subject the Company to credit risks consist primarily
of trade accounts receivable. The Company performs ongoing credit evaluations,
generally does not require collateral, and establishes an allowance for doubtful
accounts based upon factors surrounding the credit risk of customers, historical
trends, and other information. As of June 30, 2002 four clients accounted for
63% of the Company's accounts receivable. During the six months ended June 30,
2002, three clients individually exceeded 10% of revenues, for a total of $10.7
million or 50% of revenues before reimbursement for direct costs.

9.   LEGAL PROCEEDINGS

On June 15, 2001, and June 20, 2001, Razorfish and certain of its present and
former officers and directors were named as defendants in two virtually
identical purported class actions filed in the United States District Court for
the Southern District of New York. The actions have since been consolidated in
In re Initial Public Offering Securities Litigation, Master File No. 21 MC 92
(SAS) (the "IPO Allocation Litigations") and a consolidated amended complaint
was filed on April 24, 2002. The amended complaint alleges that the underwriters
of Razorfish's initial public offering engaged in improper compensation
practices that were not disclosed in the offering's prospectus, among other
things. The improper compensation practices allegedly include charging
third-party clients of the underwriters excess commissions in exchange for
allocations of IPO shares or engaging in certain undisclosed market
stabilization practices in order to artificially inflate the price of the stock
in the after-market. The amended complaint includes claims against Razorfish and
the individual defendants under Section 11 of the Securities Act, and Section
10(b) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder. The
amended complaint also contains claims against the individual defendants under
Section 15 of the Securities Act and Section 20(a) of the Exchange Act. Similar
allegations have been made against more than 300 other issuers and their
underwriters. No specific amount of damages is claimed. Razorfish is seeking
indemnification from its underwriters pursuant to the underwriting agreement
entered into at the time of the offering. Razorfish intends to defend these
cases vigorously but cannot currently predict the outcome. On July 1, 2002,
certain underwriters of the company's initial public offering (specifically,
Credit Suisse First Boston Corporation, BancBoston Robertson Stephens Inc., BT
Alex. Brown Inc., and Lehman Brothers, Inc.) and other underwriters named in the
consolidated action (the "Underwriter Defendants") moved to dismiss all of the
IPO Allocation Litigations, including the action involving the Company. On July
15, Jeffrey Dachis, Craig M. Kanarick, Per I.G. Bystedt, Jonas S.A. Svensson,
Susan Black, Carter F. Bales, Kjell A. Nordstrom, and John Wren (the "Individual
Defendants") and the Company, along with other non-Underwriter Defendants in the
coordinated cases, also moved to dismiss the litigation. Due to the inherent
uncertainties of litigation and because the litigation is at a preliminary
stage, we cannot accurately predict the ultimate outcome of the motions

On May 3, 2001, Kilroy Realty, L.P. filed an action to recover rent for premises
formerly occupied by Razorfish in Los Angeles, California. Kilroy asserted that
it was entitled to recover rent in the amount of approximately $383,890 for the
months of March, April and two-thirds of May 2001. The parties settled the
matter pursuant to a settlement agreement, dated April 30, 2002, without any
admission of liability by Razorfish, and with Razorfish paying $125,000. All
monies due under this settlement agreement have been paid.

On March 8, 2001, Shearwater Partners, LLC ("Shearwater") filed a complaint
against Razorfish in the United States District Court for the Northern district
of California alleging that Razorfish breached the terms of a lease for a space
in San Francisco, California. Shearwater claimed that Razorfish did not meet
certain construction deadlines and attempted to terminate the lease, accelerate
the lease terms and sue Razorfish for damages prior to the rent commencement
date. On April 24, 2001, Razorfish answered the Complaint, denying its material
allegations, and filed a Counterclaim against Shearwater for breach of lease,
breach of implied covenant of good faith and fair dealing, and declaratory
judgment. Effective March 6, 2002, the parties settled the matter without any
admission of liability, for an initial payment by Razorfish of $750,000, an
additional payment of $750,000 in ten equal installments commencing June 1, 2002
or payable in full upon the occurrence of certain events, and a series of
$125,000 payments to be made monthly for a period of seventeen months commencing
April 1, 2002. As security for the payments that are a part of the settlement,
Razorfish granted Shearwater a security interest in various property, including
accounts receivable and other intangible and personal property. As a part of the
settlement, Razorfish assigned its interest in Razorfish Ventures LLC
("Ventures"), of which Razorfish was the sole managing member, to Shearwater.
Ventures owns shares of stock in two other entities.

                                       6

<PAGE>

On December 13, 2000, a class action lawsuit was filed against Razorfish and
certain officers of the corporation in the Southern District of New York. An
additional 12 identical actions have since been filed, and all suits have been
consolidated in the Southern District. The suits allege violations of Sections
10(b) and 20(a) of the Securities Exchange Act of 1934 (the "1934 Act"), and
Rule 10b-5 promulgated thereunder based on alleged false statements made in
Razorfish's public disclosures concerning the integration of i-Cube, a company
acquired by Razorfish in 1999. On September 26, 2001, the United States District
Court for the Southern District of New York ("SDNY") granted with prejudice
Razorfish's motion to dismiss the consolidated securities class action.
Plaintiffs are seeking reconsideration of this decision. Razorfish believes
these allegations are without merit in law or fact. Razorfish cannot assure you,
however, that this matter will be resolved in its favor.

On February 13, 2001, a derivative action was filed in Delaware Chancery Court
by Robert C. Nichols on behalf of Razorfish against the members of Razorfish's
Board of Directors, alleging breach of the Directors' fiduciary duties to
Razorfish that were virtually identical to the allegations in the SDNY
securities class action. This action is currently stayed by agreement of the
parties, pending the outcome of the SDNY action. Razorfish believes these
allegations are without merit in law or fact. Razorfish cannot assure you,
however, that this matter will be resolved in its favor.

On December 28, 2001, Key Equipment Finance Ltd. ("Key") filed a complaint
against Razorfish in the United States District Court for the Southern District
of New York to recover funds allegedly owed by Razorfish pursuant to a guarantee
of certain equipment leases entered into by and between Razorfish's former
wholly-owned subsidiary, Razorfish Limited, and companies affiliated with Key
(the "Key Leases"). Key asserts that Razorfish is obligated to pay $271,460 for
damages incurred in connection with the breach of the Key Leases. On May 29,
2002, the parties executed a settlement agreement providing for the payment by
Razorfish of $185,000 in seven monthly installments.

10.   RECENT ACCOUNTING PRONOUNCEMENTS

On November 14-15, 2001, the Emerging Issues Task Force ("EITF") of the FASB
concluded that reimbursements received for "out-of-pocket" expenses should be
classified as revenue, and correspondingly cost of services, in the income
statement. Upon application of the pronouncement, comparative financial
statements for prior periods must also be reclassified in order to ensure
consistency among all periods presented. The Company has adopted this
pronouncement as of January 1, 2002 and has included reimbursements for direct
costs within the total revenues and total project personnel costs for all
periods presented.

In June 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No.
146, "Accounting for Costs Associated with Exit or Disposal Activities," which
establishes accounting and reporting standards for costs associated with exit or
disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." This
statement is effective for all for exit or disposal activities initiated after
December 31, 2002. SFAS No. 146 specifically states that prior period financial
statements shall not be restated. The Company believes this standard will not
have a significant impact on its results of consolidated operations, financial
position, and cash flows.

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

The following discussion of our financial condition and results of operations
should be read together with our consolidated financial statements and the
related notes thereto. This discussion contains forward-looking statements that
involve risks and uncertainties. Our actual results may differ materially from
those anticipated in those forward-looking statements. Factors that could cause
or contribute to such differences include those set forth in Item I under the
caption "Factors Affecting Future Operating Results" and "Information Regarding
Forward-Looking Statements" as well as those discussed elsewhere in the
Company's form 10-K for the fiscal year ended December 31, 2001, as amended.

Unless otherwise indicated, all references to Razorfish refer to Razorfish, and
subsequent to their acquisition or formation, its subsidiaries.

Overview

Razorfish derives substantially all of its revenues from fees for services
generated on a project-by-project basis. Razorfish's services are provided on a
time and materials basis and on a fixed-time, fixed-price basis. Historically,
Razorfish has not derived a substantial amount of its revenues from a retainer
basis; however, in the future, Razorfish may utilize such arrangements.

Razorfish recognizes revenues for time and materials-based arrangement as
services are rendered. Revenues from fixed-time, fixed-price arrangements are
recognized on the percentage-of-completion method of accounting based on the
ratio of costs incurred to total estimated costs. In developing the fixed price
of a project, Razorfish follows a process that assesses the technical

                                        7

<PAGE>

complexity of the project, the nature of the work, the functions to be performed
and the resources required to complete the engagement. Razorfish periodically
reassesses its estimated costs for each project, and provisions for estimated
losses on unfinished projects are recorded in the period in which such losses
are determined. To date, such losses have not been significant.

Agreements entered into in connection with time and materials projects are
generally terminable by the client upon 30-days' prior written notice, and
clients are required to pay Razorfish for all time, materials and expenses
incurred by Razorfish through the effective date of termination. Agreements
entered into in connection with fixed-time, fixed-price projects, are generally
terminable by the client upon payment for work performed and the next progress
payment due. If clients terminate existing agreements or if Razorfish is unable
to enter into new engagements, Razorfish's business, financial condition and
results of operations could be materially and adversely affected. In addition,
because a proportion of Razorfish's expenses are relatively fixed, a variation
in the number of client engagements can cause significant variations in
operating results from quarter to quarter.

Razorfish's projects vary in size and scope; therefore, a client that accounts
for a significant portion of Razorfish's revenues in one period may not generate
a similar amount of revenue in subsequent periods. For the quarter ended June
30, 2002 three clients accounted for 25%, 15%, and 14%, respectively, of the
Company's revenues before reimbursement for direct costs. No client accounted
for more than 10% of Razorfish's revenues in the quarter ended June 30, 2001.
Razorfish may derive a significant portion of its revenues from a limited number
of clients in the near future. These clients may not retain Razorfish in the
future. Any cancellation, deferral or significant reduction in work performed
for these principal clients or a significant number of smaller clients could
have a material adverse effect on Razorfish's business, financial condition and
results of operations.

Operating and other expenses

Razorfish's project personnel costs consist primarily of compensation and
related costs of personnel dedicated to customer assignments. Project personnel
costs also include fees paid to subcontractors for work performed in connection
with projects and non-reimbursed project travel expenses.

Razorfish's selling and marketing costs consist primarily of compensation and
related costs of sales and marketing personnel, travel expenses, and marketing
programs and promotion costs.

Razorfish's general and administrative costs consist primarily of compensation
and related costs of the management and administrative functions, including
finance and accounting, human resources and internal information technology, and
the costs of Razorfish's facilities and other general corporate expenses.

Quarter-to-quarter fluctuations in margins

Razorfish's operating results and quarter-to-quarter margins may fluctuate in
the future as a result of many factors, some of which are beyond Razorfish's
control. Historically, Razorfish's quarterly margins have been impacted by:

   o  the number of client engagements undertaken or completed;

   o  a change in the scope of ongoing client engagements;

   o  seasonality;

   o  a shift from fixed-fee to time and materials-based contracts;

   o  the number of days during the quarter;

   o  utilization rates of employees;

   o  marketing and business development expenses;

   o  charges relating to strategic acquisitions;

   o  pricing changes in the information technology services market;

   o  capital markets  perception of Razorfish and the information technology
      services market in general;

   o  announcements or implementation of technological innovations;


                                       8

<PAGE>

   o  announcements or implementation by us or our competitors of new products
      or services;

   o  layoffs of employees due to underutilization or resignation of key
      employees, officers, or directors; and

   o  general economic and information technology services market conditions.

Razorfish expects that his trend of fluctuating operating results may continue.

Results of operations

Three Months Ended June 30, 2002 Compared to the Three Months Ended
June 30, 2001

Revenues before reimbursements for direct costs

The Company's revenues before reimbursements for direct costs decreased $18.2
million, or 63%, to $10.5 million for the three months ended June 30, 2002 from
$28.7 million from the comparable period in 2001. This decrease in revenue was
primarily due to the divestiture of our international operations ($15.9 million)
and a significant reduction in demand for services experienced by consultants,
which provide similar services to Razorfish. We expect the market for our
services to remain volatile and can give no assurance that the decline in our
revenues will not continue in future periods.

Project personnel costs before reimbursements for direct costs

The Company's project personnel costs before reimbursements for direct costs
decreased $12.8 million, or 69% to $5.8 million for the three months ended June
30, 2002 from $18.6 million for the comparable period in 2001. The decrease is
due to a reduction in workforce of approximately 550 employees from the
comparable period in 2001 approximately 195 billable employees on June 30, 2002.
The majority of reductions were part of Razorfish's restructuring efforts, which
included the divesture of our international operations, and were implemented due
to reduced demand for the Company's services.

Reimbursements for direct costs

Reimbursements for direct costs decreased $0.4 million, or 50% to $0.4 million
for the three months ended June 30, 2002 from $0.8 million for the comparable
period in 2001. The decrease is due to the number, type, and scope of projects
performed by the company.

Sales and marketing

Razorfish's sales and marketing costs decreased $1.2 million, or 66%, to $0.6
million for the three months ended June 30, 2002 from $1.8 million for the
comparable period in 2001. The decrease is due to reduced marketing activities
at industry conferences, fewer promotional events, cost reduction efforts and a
workforce reduction.

General and administrative

The Company's general and administrative expenses decreased $11.6 million, or
78%, to $3.3 million for the three months ended June 30, 2002 from $14.8 million
for the comparable period in 2001. The decrease in general and administrative
expenses was attributable to multiple factors: Razorfish reduced its
non-billable workforce by approximately 120 from June 30, 2001, and the
divestiture of its European operations. Additional reductions occurred in the
areas of rent and facilities expenses, equipment rental and depreciation
charges.

Amortization of intangibles

The Company's expense related to the amortization of intangibles was
approximately $0.8 million for the three months ended June 30, 2001 as compared
to an expense of $0 for the comparable period in 2002. The reduction in expense
was due to the impairment of all of the remaining intangibles, and resulting
write-off in the quarter ended June 30, 2001.

Restructuring costs

During the quarter ended June 30, 2002, the Company continued to evaluate its
operating needs and as a result incurred and paid severance costs of
approximately $0.2 million.

During the calendar year 2001, Razorfish evaluated its operating needs including
facilities, equipment and staffing. This

                                       9

<PAGE>

evaluation resulted in a restructuring plan being placed into effect.
Accordingly, Razorfish recorded restructuring costs of $70.0 million for the
three months ended June 30, 2001.

Six Months Ended June 30, 2002 Compared to the Six Months Ended June 30, 2001

Revenues before reimbursements for direct costs

The Company's revenues before reimbursements for direct costs decreased $50.1
million, or 70%, to $21.3 million for the six months ended June 30, 2002 from
$71.4 million from the comparable period in 2001. This decrease was primarily
due to the divestiture of our international operations ($28.6 million) and a
significant reduction in demand for services experienced by consultants, which
provide similar services to Razorfish. We expect the market for our services to
remain volatile and can give no assurance that the decline in our revenues will
not continue in future periods.

Project personnel costs before reimbursements for direct costs

The Company's project personnel costs before reimbursements for direct costs
decreased $35.7 million, or 75% to $11.7 million for the six months ended June
30, 2002 from $47.4 million for the comparable period in 2001. The decrease is
due to a reduction in workforce of approximately 1,030 billable employees for
the comparable period in 2001 to approximately 195 billable employees at June
30, 2002. The majority of reductions were part of Razorfish's restructuring
efforts, which were implemented due to reduced demand for the Company's
services.

Reimbursements for direct costs

Reimbursements for direct costs decreased $1.3 million, or 59% to $0.9 million
for the six months ended June 30, 2002 from $2.1 million for the comparable
period in 2001. The decrease is due to the number, type, and scope of projects
performed by the company.

Sales and marketing

Razorfish's sales and marketing costs decreased $5.5 million, or 85%, to $1.0
million for the six months ended June 30, 2002 from $6.4 million for the
comparable period in 2001. The decrease is due to reduced marketing activities
at industry conferences, fewer promotional events, cost reduction efforts and a
workforce reduction.

General and administrative

The Company's general and administrative expenses decreased $28.8 million, or
81%, to $6.6 million for the six months ended June 30, 2002 from $35.3 million
for the comparable period in 2001. The decrease in general and administrative
expenses was attributable to multiple factors: Razorfish significantly reduced
its non-billable workforce by approximately 270 non-billable employees from June
30, 2001 and the divestiture of its European operations, to approximately 65
non-billable employees as of June 30, 2002. Additional reductions occurred in
the areas of rent and facilities expenses, equipment rental and depreciation
charges.

Amortization of intangibles

The Company's expense related to the amortization of intangibles was
approximately $1.8 million for the six months ended June 30, 2001 as compared to
an expense of $0 for the comparable period in 2002. The reduction in expense is
a result of an impairment of all of the remaining intangibles, and resulting
write-off in the quarter ended June 30, 2001.

Restructuring costs

During the calendar year 2001, Razorfish evaluated its operating needs including
facilities, equipment and an appropriate staffing, this evaluation resulted in a
restructuring plan being placed into effect. Accordingly, Razorfish recorded
restructuring costs of $82.8 million for the six months ended June 30, 2001.

During the quarter ended March 31, 2002, Razorfish reversed approximately $1.7
million of the previously expensed restructuring costs related to facilities,
due to settlement of these obligations for less than previously recorded. During
the quarter ended June 30, 2002, the Company continued to evaluate its operating
needs and as a result incurred and paid severance costs of approximately $0.2
million.

                                       10

<PAGE>

Liquidity and Capital Resources

The Company's net cash used in operating activities was $1.3 million for the six
months ended June 30, 2002, and was principally composed of payments of
liabilities related to restructuring of $5.0 million offset by net income of
$2.9 million and other changes in working capital, compared to net cash used in
operating activities of $31.0 million for the six months ended June 30, 2001.

The Company's net cash used in investing activities was $0.3 million for the six
months ended June 30, 2002 compared to $2.6 million for the six months ended
June 30, 2001. During the six months ended June 30, 2001 capital expenditures
were higher due to implementation was started in April of 2000 and completed
during the quarter ended June 30, 2001. During the six months ended June 30,
2002 the company installed another software system more in line with its current
needs and lower operating and maintenance costs.

The Company's net cash provided by financing activities was $4.7 million for the
six months ended June 30, 2002 compared to $0.4 million for the six months ended
June 30, 2001. Net cash provided for the period ended June 30, 2002 was mainly
due to proceeds of $6.9 million received from common stock and warrant
offerings offset by payments of $2.2 million made under lease settlement notes.

The Company's historical sources of funding have been primarily from the sale of
equity securities and cash generated from operations. Management believes that
its current cash position and cash flow generated from its operations will be
sufficient to meet its working capital needs for the next twelve months.

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.

On June 15, 2001, and June 20, 2001, Razorfish and certain of its present and
former officers and directors were named as defendants in two virtually
identical purported class actions filed in the United States District Court for
the Southern District of New York. The actions have since been consolidated in
In re Initial Public Offering Securities Litigation, Master File No. 21 MC 92
(SAS) (the "IPO Allocation Litigations") and a consolidated amended complaint
was filed on April 24, 2002. The amended complaint alleges that the underwriters
of Razorfish's initial public offering engaged in improper compensation
practices that were not disclosed in the offering's prospectus, among other
things. The improper compensation practices allegedly include charging
third-party clients of the underwriters excess commissions in exchange for
allocations of IPO shares or engaging in certain undisclosed market
stabilization practices in order to artificially inflate the price of the stock
in the after-market. The amended complaint includes claims against Razorfish and
the individual defendants under Section 11 of the Securities Act, and Section
10(b) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder. The
amended complaint also contains claims against the individual defendants under
Section 15 of the Securities Act and Section 20(a) of the Exchange Act. Similar
allegations have been made against more than 300 other issuers and their
underwriters. No specific amount of damages is claimed. Razorfish is seeking
indemnification from its underwriters pursuant to the underwriting agreement
entered into at the time of the offering. Razorfish intends to defend these
cases vigorously but cannot currently predict the outcome. On July 1, 2002,
certain underwriters of the company's initial public offering (specifically,
Credit Suisse First Boston Corporation, BancBoston Robertson Stephens Inc., BT
Alex. Brown Inc., and Lehman Brothers, Inc.) and other underwriters named in the
consolidated action (the "Underwriter Defendants") moved to dismiss all of the
IPO Allocation Litigations, including the action involving the Company. On July
15, Jeffrey Dachis, Craig M. Kanarick, Per I.G. Bystedt, Jonas S.A. Svensson,
Susan Black, Carter F. Bales, Kjell A. Nordstrom, and John Wren (the "Individual
Defendants") and the Company, along with other non-Underwriter Defendants in the
coordinated cases, also moved to dismiss the litigation. Due to the inherent
uncertainties of litigation and because the litigation is at a preliminary
stage, we cannot accurately predict the ultimate outcome of the motions.

On May 3, 2001, Kilroy Realty, L.P. filed an action to recover rent for premises
formerly occupied by Razorfish in Los Angeles, California. Kilroy asserted that
it was entitled to recover rent in the amount of approximately $383,890 for the
months of March, April and two-thirds of May 2001. The parties settled the
matter pursuant to a settlement agreement, dated April 30, 2002, without any
admission of liability by Razorfish, and with Razorfish paying $125,000. All
monies due under this settlement agreement have been paid.

On March 8, 2001, Shearwater Partners, LLC ("Shearwater") filed a complaint
against Razorfish in the United States District Court for the Northern district
of California alleging that Razorfish breached the terms of a lease for a space
in San Francisco, California. Shearwater claimed that Razorfish did not meet
certain construction deadlines and attempted to terminate the lease, accelerate
the lease terms and sue Razorfish for damages prior to the rent commencement
date. On April 24, 2001, Razorfish answered the Complaint, denying its material
allegations, and filed a Counterclaim against Shearwater for breach of lease,
breach of implied covenant of good faith and fair dealing, and declaratory
judgment. Effective March 6, 2002, the parties settled the

                                       11

<PAGE>

matter without any admission of liability, for an initial payment by Razorfish
of $750,000, an additional payment of $750,000 in ten equal installments
commencing June 1, 2002 or payable in full upon the occurrence of certain
events, and a series of $125,000 payments to be made monthly for a period of
seventeen months commencing April 1, 2002. As security for the payments that are
a part of the settlement, Razorfish granted Shearwater a security interest in
various property, including accounts receivable and other intangible and
personal property. As a part of the settlement, Razorfish assigned its interest
in Razorfish Ventures LLC ("Ventures"), of which Razorfish was the sole managing
member, to Shearwater. Ventures owns shares of stock in two other entities.

On December 13, 2000, a class action lawsuit was filed against Razorfish and
certain officers of the corporation in the Southern District of New York. An
additional 12 identical actions have since been filed, and all suits have been
consolidated in the Southern District. The suits allege violations of Sections
10(b) and 20(a) of the Securities Exchange Act of 1934 (the "1934 Act"), and
Rule 10b-5 promulgated thereunder based on alleged false statements made in
Razorfish's public disclosures concerning the integration of i-Cube, a company
acquired by Razorfish in 1999. On September 26, 2001, the United States District
Court for the Southern District of New York ("SDNY") granted with prejudice
Razorfish's motion to dismiss the consolidated securities class action.
Plaintiffs are seeking reconsideration of this decision. Razorfish believes
these allegations are without merit in law or fact. Razorfish cannot assure you,
however, that this matter will be resolved in its favor.

On February 13, 2001, a derivative action was filed in Delaware Chancery Court
by Robert C. Nichols on behalf of Razorfish against the members of Razorfish's
Board of Directors, alleging breach of the Directors' fiduciary duties to
Razorfish that were virtually identical to the allegations in the SDNY
securities class action. This action is currently stayed by agreement of the
parties, pending the outcome of the SDNY action. Razorfish believes these
allegations are without merit in law or fact. Razorfish cannot assure you,
however, that this matter will be resolved in its favor.

On December 28, 2001, Key Equipment Finance Ltd. ("Key") filed a complaint
against Razorfish in the United States District Court for the Southern District
of New York to recover funds allegedly owed by Razorfish pursuant to a guarantee
of certain equipment leases entered into by and between Razorfish's former
wholly-owned subsidiary, Razorfish Limited, and companies affiliated with Key
(the "Key Leases"). Key asserts that Razorfish is obligated to pay $271,460 for
damages incurred in connection with the breach of the Key Leases. On May 29,
2002, the parties executed a settlement agreement providing for the payment by
Razorfish of $185,000 in seven monthly installments.

Item 2. Changes in Securities and Use of Proceeds

Effective July 16, 2002, Razorfish amended its Certificate of Incorporation to
effect a reverse stock split of all outstanding shares of the Company's common
stock, par value $0.01 per share, at a ratio of thirty (30)-to-one(1). The
reverse stock split affected all stockholders equally and did not affect any
stockholders proportionate equity interest in the Company or any of the rights
currently accruing to common stockholders.

On April 18 and 25, 2002, Razorfish raised in the aggregate approximately $6.0
million, before fees and expenses, through the sale of approximately 623,958
unregistered shares of common stock at a price of $9.60 per share (adjusted to
reflect the thirty (30)-to-one (1) reverse stock split). The net offering
proceeds to the issuer, after deducting the total expenses incurred, equally
approximately $ 5.5 million. The proceeds were used to fund working capital. In
addition, Razorfish issued approximately 93,594 warrants to purchase common
stock at an exercise price of $13.50 per share (adjusted to reflect the thirty
(30)-to-one (1) reverse stock split). The warrants are immediately exercisable
and expire on April 30, 2005. If exercised, the warrants would generate
approximately $1.3 million in additional proceeds to the Company.

Ladenburg Thalmann & Co. Inc. acted as the principal placement agent for the
issuance and sale of the common stock and warrants and received aggregate fees
of approximately $336,000. The above-mentioned securities were subsequently
registered on Form S-3, as amended (File No. 333- 87678), which became effective
as of May 20, 2002.

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

Item 4. Submission of matters to a vote of Security holders

The 2002 Annual Meeting of the Stockholders of the Company (the "Meeting") was
held on July 11, 2002, therefore all references to shares in Item 4 are prior to
the thirty to one reverse split effective July 16, 2002. The total number of
outstanding shares of Common Stock entitled to vote at the Meeting was
144,457,470 and there were present at the Meeting in person or by proxy

                                       12

<PAGE>

100,143,198 shares of the Company's Common Stock, which number constituted a
quorum for the Meeting, and were entitled to vote and acted as follows with
respect to the following proposals:

Approved, by a vote of 97,413,355 votes cast in favor of the election of Jean
Philippe Maheu as a director, 2,730,543 votes were cast against, holders of 0
shares indicated that they abstained from voting on this matter and holders of 0
shares indicated no-vote on this item; (2) Approved, by a vote of 97,724,589
votes cast in favor of the election of Carter F. Bales as a director, 2,419,309
votes were cast against, holders of 0 shares indicated that they abstained from
voting on this matter and holders of 0 shares indicated no-vote on this item;
(3) Approved, by a vote of 97,509,414 votes cast in favor of the election of Bo
Dimert as a director, 2,634,484 votes were cast against, holders of 0 shares
indicated that they abstained from voting on this matter and holders of 0 shares
indicated no-vote on this item; (4) Approved, by a vote of 97,682,549 votes cast
in favor of the election of Peter Lund as a director, 2,461,349 votes were cast
against, holders of 0 shares indicated that they abstained from voting on this
matter and holders of 0 shares indicated no-vote on this item.

Approved, by a vote of 92,551,991 votes cast in favor of ratifying the Amendment
to the Certificate of Incorporation for Razorfish, Inc. as amended, to effect a
reverse stock split of all outstanding shares of Common Stock at a ratio between
one to ten and one to thirty, with 7,272,914 votes cast against, holders of
318,990 shares indicated that they abstained from voting on this matter and
holders of 0 shares indicated no-vote on this item.

Approved, by a vote of 91,365,269 votes cast in favor of ratifying and approving
the adoption of the 2002 Stock Incentive Plan, with 7,452,185 votes cast
against, holders of 1,326,444 shares indicated that they abstained from voting
on this matter and holders of 0 shares indicated no-vote on this item.

Item 6.  Exhibits and reports on Form 8-K

(a)   Exhibits
<TABLE>
<CAPTION>

  Exhibit
    No.                                                Description
<S>     <C>
 2.1    Agreement and Plan of Merger, dated as of August 10, 1999, by and between Razorfish, Razorfish Merger Sub and
        i-Cube.(2)

 3.1    Certificate of Incorporation of Razorfish, Inc. (the "Company"), amended.(2)

 3.2    By-laws of Razorfish. (1)

 4.1    Registration Rights Agreement, dated March 30, 1999, between Razorfish and Communicade Inc.(1)

 4.2    Specimen Common Stock Certificate of Razorfish.(1)

 4.3    Common Stock and Warrant Purchase Agreement by and among the Company and the Investors, dated as of April 18, 2002. (7)

 4.4    Registration Rights Agreement by and among the Company and the Investors, dated as of April 18, 2002. (7)

 4.5    Form of Warrant. (7)

 4.6    Common Stock and Warrant Purchase Agreement by and among the Company and the Investors, dated as of April 25, 2002. (7)

 4.7    Registration Rights Agreement by and among the Company and the Investors, dated as of April 25, 2002. (7)

 4.8    Form of Warrant. (7)

 4.9    Form of Warrant for Ladenburg Thalmann & Co. Inc. (7)

4.10    Form of Warrant for Ladenburg Thalmann & Co. Inc. (7)

10.1    The Amended and Restated 1997 Stock Option and Incentive Plan.(1)
</TABLE>



                                       13

<PAGE>

<TABLE>
<CAPTION>

   Exhibit
    No.                                  Description
<S>     <C>
  10.2    1999 Amended and Restated Stock Incentive Plan.(2)

  10.3    2000 Non-officer Stock Incentive Plan. (3)

  10.4    Non-competitive Agreement, dated September 18, 1996, between Razorfish and Jeffrey A.  Dachis.(1)

  10.5    Non-competitive Agreement, dated September 18, 1996, between Razorfish and Craig M. Kanarick.(1)

  10.6    Employment Agreement, dated June 19, 1997, between Razorfish and Jean-Philippe Maheu.(1)

  10.7    Employment Agreement dated as of August 1, 2000, between Razorfish and John Roberts.(5)

  10.8    Employment Agreement dated as of July 1, 2000 between Razorfish and Jean-Philippe Maheu.(5)

  10.9    Lease Agreement, dated October 28, 1996, between Razorfish and Man Yun Real Estate Corporation.(1)

 10.10    Lease Agreement, dated April 30, 1997, between Razorfish and Man Yun Real Estate Corporation.(1)

 10.11    Lease Agreement, dated March 10, 1998, between R Bechelli and Alpha Online, Inc., as amended by letter dated February
          9, 1999.(1)

 10.12    Subscription and Exchange Agreement, dated as of October 1, 1998, among Razorfish, Spray Ventures AB and
          Communicade.(1)

 10.13    First Amendment to the Subscription and Exchange Agreement, dated November 25, 1998, among Razorfish, Spray Ventures
          AB, Spray Network AB and Communicade.(1)

 10.14    Second Amendment to the Subscription and Exchange Agreement, dated December 10, 1998, among Razorfish, Spray Ventures
          AB, Spray Network AB and Communicade.(1)

 10.15    Stock Purchase Agreement, dated as of October 1, 1998, among Communicade, Jeffrey A. Dachis and Craig M. Kanarick.(1)

 10.16    Stock Purchase Agreement, dated October 23, 1998, between Communicade and Spray Ventures AB.(1)

 10.17    Amendment to Stock Purchase Agreement, dated December 10, 1998, between Communicade and Spray Ventures AB.(1)

 10.18    Forms of Voting Agreements.(2)

 10.19    Lease agreement dated as July 14, 1995 between I-Cube and Riverfront Office Park Joint Venture. (2)

 10.20    Amendment No. 1 to Lease Agreement dated as of July 14, 1995 between i-Cube and Riverfront Office Park Joint
          Venture.(2)

 10.21    Promissory Note dated March 6, 2002 between Razorfish, Inc. and Shearwater Partners LLC ($2,125,000) (6)

 10.22    Promissory Note dated March 6, 2002 between Razorfish, Inc. and Shearwater Partners LLC ($750,000) (6)

 10.23    Security Agreement dated March 6, 2002 by and between Razorfish, Inc. and Shearwater Partners LLC (6)

  21.1    Subsidiaries of Razorfish. (5)

  99.1    Certification of Jean-Philippe Maheu, Chief Executive Officer (8)

  99.2    Certification of John J. Roberts, Chief Financial Officer (8)
</TABLE>



                                       14

<PAGE>

(1)   Filed as an exhibit to Razorfish's Registration Statement on Form S-1 or
      amendments thereto declared effective by the Securities and Exchange
      Commission on April 26, 1999 (File No. 333-71043) and incorporated herein
      by reference.

(2)   Filed as an exhibit to Razorfish's Registration Statement on Form S-4 or
      amendments thereto declared effective by the Securities and Exchange
      Commission on October 1, 1999 (File No. 333-87031) and incorporated herein
      by reference.

(3)   Filed as an exhibit to Razorfish's Report on Form 8-K/A that was filed
      with the Securities and Exchange Commission on June 30, 2000 and
      incorporated herein by reference.

(4)   Filed as an exhibit to Razorfish's Report on Form 10-K that was filed with
      the Securities and Exchange Commission on April 2, 2001 and incorporated
      herein by reference.

(5)   Filed as an exhibit to Razorfish's Report on Form 10-K that was filed with
      the Securities and Exchange Commission on April 15, 2002 and incorporated
      herein by reference.

(6)   Filed as an exhibit to Razorfish's Report on Form 10-Q that was filed with
      the Securities and Exchange Commission on May 3, 2002 and incorporated
      herein by reference.

(7)   Filed as an exhibit to Razorfish's Registration Statement on Form S-3 or
      amendments thereto, declared effective by the Securities and Exchange
      Commission on May 20, 2002 (File No. 333-87678) and incorporated herein by
      reference.

(8)   Filed as an exhibit herewith.

(b)   Reports on Form 8-K.

      On April 23,2002, Razorfish announced through a press release that it had
      entered into a purchase agreement to issue and sell shares of its Class A
      common stock and warrants to purchase Class A common stock to certain
      investors.

      On May 22, 2002, Razorfish announced through a press release that it had
      received a NASDAQ Staff Determination indicating that the Company failed
      to comply with the minimum price requirement for continued listing.


                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly cause this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, state of New
York, on August 20, 2002.

        RAZORFISH, INC.

By:    /s/ Jean Philippe Maheu
       -----------------------
       Jean Philippe Maheu
       Chief Executive Officer

By:    /s/ John J. Roberts
       -------------------
       John J. Roberts
       Chief Financial Officer
       (Principal Financial and Accounting Officer)



                                       15