<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, 2001

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

                                       OR

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

        For the transition period from _______________ to _______________

                        Commission File Number 000-25847

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

                  32 Mercer Street, New York, New York, 10013)


         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
Nov 11, 2001 was 103,166,505.

<PAGE>


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

PART I.  FINANCIAL INFORMATION

Item 1.  Unaudited Consolidated Financial Statements:

          Consolidated Balance Sheets as of December 31, 2000 (audited)
            and September 30, 2001                                           1

          Consolidated Statements of Operations for the Three and Nine
            Months Ended September 30, 2000 and 2001                         2

          Consolidated Statements of Cash Flows for the Nine Months Ended
            September 30, 2000 and 2001                                      3

          Notes to Consolidated Financial Statements                         4

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

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                                 14

Item 5.   Other Information                                                 15

Item 6.   Exhibits and Reports on Form 8-K                                  16

Signatures                                                                  20




<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,     September 30,
                                     ASSETS                                                 2000              2001
                                     ------                                         -------------     -------------
                                                                                                      (unaudited)
<S>                                                                                 <C>              <C>
  CURRENT ASSETS:
     Cash and cash equivalents                                                       $    51,483       $    10,283
     Accounts receivable, net of allowance for doubtful accounts of $4,954 and
       $2,736 at December 31, 2000 and September 30, 2001, respectively                   37,499            12,442
     Unbilled revenues                                                                     7,713             1,853
     Prepaid expenses and other current assets                                             5,560             3,107
                                                                                     ------------      ------------
            Total current assets                                                         102,255            27,685

  PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of
    $14,919 and $3,448 at December 31, 2000 and September 30, 2001, respectively          30,901             5,556
  INTANGIBLES, net of accumulated amortization of $2,682 at December 31, 2000             58,926                --
  LOAN TO AFFILIATE                                                                        3,872                --
  OTHER ASSETS                                                                             9,001             5,765
                                                                                     ------------      ------------
            Total assets                                                             $   204,955       $    39,006
                                                                                     ============      ============
                       LIABILITIES AND STOCKHOLDERS' EQUITY
                       ------------------------------------

  CURRENT LIABILITIES:
     Accounts payable and accrued expenses                                           $    27,621       $    29,219
     Income taxes payable                                                                  1,815                --
     Deferred revenues                                                                     1,928               970
     Other current liabilities                                                             2,407               905
                                                                                     ------------      ------------
            Total current liabilities                                                     33,771            31,094

  LONG-TERM OBLIGATIONS                                                                      986            14,233
  MINORITY INTEREST IN JOINT VENTURE                                                       1,047                --
                                                                                     ------------      ------------
            Total liabilities                                                             35,804            45,327
                                                                                     ------------      ------------
  COMMITMENTS AND CONTINGENCIES

  STOCKHOLDERS' EQUITY:
     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; 97,857,071 and
       103,017,603 issued at December 31, 2000 and September 30, 2001,
       respectively                                                                          977             1,030
     Class B, $.01 par value; 50 shares authorized, issued, and outstanding at
       December 31, 2000 and September 30, 2001                                               --                --
     Receivable from stockholder                                                            (533)               --
     Additional paid-in capital                                                          320,360           323,915
     Deferred Compensation                                                                    --              (475)
     Accumulated other comprehensive income                                                 (498)           (2,696)
     Retained earnings (deficit)                                                        (150,567)         (327,507)
     Treasury stock at cost; 73,584 shares at December 31, 2000 and September
       30, 2001                                                                             (588)             (588)
                                                                                     ------------      ------------
            Total stockholders' equity                                                   169,151            (6,321)
                                                                                     ------------      ------------
            Total liabilities and stockholders' equity                               $   204,955       $    39,006
                                                                                     ============      ============
</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)
<TABLE>
<CAPTION>

                                                             Three Months                  Nine Months
                                                         Ended September 30,           Ended September 30,
                                                     --------------------------     -------------------------
                                                           2000           2001            2000          2001
                                                     -----------    -----------     -----------   -----------
                                                     (unaudited)    (unaudited)     (unaudited)   (unaudited)
<S>                                                   <C>            <C>            <C>            <C>
 Revenues                                              $ 77,078       $ 19,023       $ 217,754     $  90,395
 Project personnel costs                                 41,634         12,298         107,888        59,717
                                                       ---------     ---------       ----------    ----------
     Gross profit                                        35,444          6,725         109,866        30,678

     Sales and marketing                                  6,236          1,037          15,187         7,466
     General and administrative (exclusive of
        non-cash compensation expense of $ 180 and
        $ 440 for the three and nine months ended
        September 30, 2001).                             22,904          8,128          67,015        43,462
     Provision for doubtful accounts                      5,600             --           6,228            --
     Non-cash compensation expense                           --            180              --           440
     Restructuring Costs                                     --         12,407              --        95,224
     Impairment Loss                                         --             --              --        60,116
     Amortization of intangibles                          2,315             --           6,467         1,759
                                                       ---------      ---------      ----------    ----------
 Income / (loss) from operations                         (1,611)       (15,027)         14,969      (177,789)

 Other income, net                                          723             97           2,959           775
                                                       ---------      ---------      ----------    ----------
     Income / (loss) before income taxes                   (888)       (14,930)         17,928      (177,014)

 Provision for / (benefit from) income taxes               (435)            --           8,753           (74)
                                                       ---------      ---------      ----------    ----------
     Net income / (loss)                               $   (453)      $(14,930)      $   9,175     $(176,940)
                                                       =========      =========      ==========    ==========
 Earnings per share:
     Basic                                             $     --       $   (.15)      $     .10     $   (1.78)
                                                       =========      =========      ==========    ==========
     Diluted                                           $     --       $   (.15)      $     .09     $   (1.78)
                                                       =========      =========      ==========    ==========
 Weighted average common shares outstanding:
     Basic                                               95,356        101,843          92,622        99,248
     Diluted                                             99,246        101,843          98,906        99,248

</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>
                                                                                          Nine Months
                                                                                        Ended Sept 30,
                                                                                -------------------------------
                                                                                      2000             2001
                                                                                --------------   --------------
                                                                                 (unaudited)      (unaudited)
<S>                                                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss) ........................................................    $    9,175       $ (176,940)
  Adjustments to reconcile net income to net cash provided by operating
   activities
    Provision for doubtful accounts ........................................         6,228               --
    Depreciation and amortization ..........................................        11,901            5,046
    Non-cash compensation expense ..........................................            --              440
    Minority interest ......................................................         1,431             (294)
    Tax benefit due to stock option exercise ...............................         4,911               --
    Impairment loss ........................................................            --           60,116
    Non-cash restructuring costs ...........................................            --           45,500
    Changes in operating assets and liabilities, net of acquisitions:
       Accounts receivable .................................................       (21,734)          17,146
       Unbilled revenues ...................................................        (3,906)           5,860
       Prepaid expenses and other current assets ...........................        (6,033)          (1,009)
       Due from affiliate ..................................................          (240)              --
       Other assets ........................................................        (1,530)             178
       Accounts payable and accrued expenses ...............................        10,155           (5,124)
       Deferred revenues ...................................................          (981)             557
       Deferred tax assets .................................................        (1,021)              --
       Deferred tax liabilities ............................................         1,839               --
       Income taxes payable ................................................        (8,151)          (1,815)
       Deferred rent .......................................................          (493)              --
       Due to related party ................................................           (97)              --
       Other liabilities ...................................................         1,189           13,547
                                                                                -------------    -------------
         Net cash used in operating activities .............................         2,643          (36,792)
                                                                                -------------    -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures .....................................................       (14,236)          (2,575)
  Investments, at cost .....................................................        (2,000)              --
  Earn out payments associated with acquisitions ...........................        (1,000)              --
  Acquisitions of subsidiaries, net of cash acquired .......................        (4,911)              --
                                                                                -------------    -------------
        Net cash used in investing activities ..............................       (22,147)          (2,575)
                                                                                -------------    -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Deferred registration costs ..............................................           (76)              --
  Proceeds from exercise of stock options ..................................         5,507              410
  Proceeds from officer's loan .............................................            --              681
  Payments of Long Term Obligations ........................................            --             (726)
                                                                                -------------    -------------
       Net cash provided by financing activities ...........................         5,431              365
                                                                                -------------    -------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS ...............          (656)          (2,198)
       Net  decrease in cash and cash equivalents ..........................       (14,729)         (41,200)
CASH AND CASH EQUIVALENTS, BEGINNING OF  PERIOD ............................        98,798           51,483
                                                                                -------------    -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD ...................................    $   84,069       $   10,283
                                                                                =============    =============

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES
  Fair market value of common stock issued for earn out payments associated
    with acquisitions. .....................................................         76,683              --
  Fair market value of common stock issued for acquisitions ................         21,907              --

</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 technology to address a wide range of its
clients needs, from business and brand strategy to system integrations. 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 parties through the use of digital technology.
Razorfish currently has offices in five countries and the cities of Amsterdam,
Boston, Frankfurt, Hamburg, Los Angeles, Munich, New York City, Oslo, San
Francisco, San Jose, and Stockholm.

Principles of Consolidation

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 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. 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, as amended (File No.
000-25847). 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 nine months ended
September 30, 2000 and 2001 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 global 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.  IMPAIRMENT LOSS

During the second quarter of 2001, the Company conducted a strategic review of
certain assets because its revenue declined significantly during this period.
The strategic review triggered an impairment of long-lived assets of $60.1
million comprised of intangible assets of $57.1 million and investments of $3.0
million. The Company calculated the present value of expected cash flows of
certain business units to determine the fair value of those assets. Accordingly,
in the second quarter of 2001, the Company recorded a non-cash impairment loss
and wrote down intangible assets from the following acquisitions; Plastic ($22.7
million), Qb International ($18.2 million), Medialab ($8.7 million), Limage
($4.5 million) and other acquisitions ($3.0 million).

4.  RESTRUCTURING COSTS

During the first quarter 2001, the Company recorded restructuring costs of
approximately $12.8 million consisting of $10.6 million for workforce reductions
and $2.2 million for consolidation of facilities. The restructuring plan
resulted in the termination of approximately 660 personnel (530 of whom were
project personnel and 130 of whom were sales and marketing and general and

                                       4

<PAGE>
administrative personnel). The estimated costs for consolidation of
facilities is comprised of contractual rental commitments under real estate
leases for unutilized office space offset by estimated future sub-lease income.

During the second quarter 2001, the Company recorded restructuring costs of
approximately $70.0 million consisting of $14.6 million for workforce
reductions, $34.1 million for consolidation of facilities and $21.3 for other
depreciable assets. The Company took significant actions to reduce its operating
cost structure and to better align that cost structure with the expected demand
for its services. The restructuring plan resulted in the termination of
approximately 600 personnel (420 of whom were project personnel and 180 of whom
were sales and marketing and general and administrative personnel) and the
elimination of the Helsinki, Finland and Milan, Italy offices. The estimated
costs for consolidation of facilities is comprised of contractual rental
commitments under real estate leases and equipment leases for unutilized office
space and equipment offset by estimated future sub-lease income. Included in
these costs are the costs to close the Helsinki, Finland and Milan, Italy
offices and the write-off of substantially all related assets. Included within
the workforce portion of restructuring costs is a charge of $3.9 million related
to the write-off of the loan to affiliate. The loan was personally guaranteed by
the company's two founders and as a part of their separation agreements, dated
May 3, 2001, the personal guarantee was released as a part of the consideration
for the waiver of certain termination benefits under each founder's employment
contract.

During the third quarter 2001, the Company recorded restructuring costs of
approximately $12.4 million consisting of $2.2 million for workforce reductions
and $10.2 million for consolidation of facilities. The restructuring plan
resulted in the termination of approximately 200 personnel (135 of whom were
project personnel and 65 of whom were sales and marketing and general and
administrative personnel) and the elimination of the London office. During the
third quarter 2001, the estimated costs for consolidation of facilities is
comprised solely of the cost to close the London office and the write-off of
substantially all related assets.

Restructuring costs for the nine months ended September 30, 2001 were as follows
(in millions):
<TABLE>
<CAPTION>
                                                               Utilization
                           Balance as                    -----------------------   Balance as
                          of 12/31/2000     Expense         Non-Cash        Cash   of 9/30/2001
                      ------------------  -----------    -----------  ----------   ------------
<S>                           <C>             <C>             <C>        <C>           <C>
 Workforce ...........    $      -         $  27.4           $   5.8     $  21.5      $      .1
 Facilities ..........           -            46.5              18.4         7.4           20.7
 Depreciable Assets ..           -            21.3              21.3           -              -
                      ------------------  -----------    -----------  ----------   ------------
                          $      -         $  95.2           $  45.5     $  28.9      $    20.8
                      ==================  ===========    ===========  ==========

                       Current portion (included in accrued expenses)                       6.6
                                                                                   ------------
                       Long-term portion (included in long-term obligations)          $    14.2
                                                                                   ============
</TABLE>

5.  EARNINGS PER SHARE

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       Nine Months Ended
                                                                     September 30,           September 30,
                                                                  -------------------      -----------------
     Diluted EPS Computation                                           2000      2001         2000      2001
                                                                  --------- ---------      -------    ------
                                                                      (unaudited)             (unaudited)
<S>                                                                   <C>       <C>        <C>         <C>

       Basic common shares outstanding .......................       95,356   101,843       92,622    99,248
       Effect of common stock options ........................        3,890        --        6,284        --
                                                                     ------   -------       ------    ------
       Diluted common and common equivalent shares ...........       99,246   101,843       98,906    99,248
                                                                     ------   -------       ------    ------
</TABLE>

<PAGE>

122,000 options were in the money and exercisable, but their effect would have
been anti-dilutive and as such, have been excluded from the calculation of
earnings per share.

6.  COMPREHENSIVE INCOME

The components of comprehensive income are as follows:
<TABLE>
<CAPTION>
                                                                  Three Months Ended       Nine Months Ended
                                                                     September 30,           September 30,
                                                                  2000           2001        2000        2001
                                                             -----------   -----------  ----------- -----------
                                                             (unaudited)   (unaudited)  (unaudited) (unaudited)
<S>                                                            <C>           <C>           <C>       <C>
Net income .................................................   $  (453)      $(14,930)     $9,175   $(176,940)
Foreign currency translation adjustment ....................    (1,247)           919        (656)     (2,198)
                                                               --------      --------      -------  ----------
     Comprehensive income (loss) ...........................   $(1,700)      $(14,011)     $8,519   $(179,138)
                                                               ========      ========      =======  ==========
</TABLE>

7.  LEGAL PROCEEDINGS

On February 16, 2001, Razorfish filed a complaint against Viewpoint Corporation,
formerly known as Metastream Corporation in New York County Supreme Court. In
the action, Razorfish asserted Viewpoint failed to pay invoices in an amount
equal to $.6 million and sought to recover those amounts plus interest and
attorneys fees. Razorfish provided consulting services to Viewpoint on, among
other things, the creation of the architecture and design of Viewpoint's world
wide web site that was launched in October of 2000. The complaint was settled
and a stipulation of discontinuance was filed with the Court on October 29,
2001.

On September 24, 2001 Razorfish settled both the complaint filed on December 7,
2000 against it by Earlychildhood.com, a former Razorfish client, alleging
breach of contract and related causes of action, and its related counterclaim.

On September 4, 2001, Citicapital Commercial Corporation ("Citicapital") filed a
complaint in New York County Supreme Court against Razorfish alleging that
Razorfish breached the terms of a lease for equipment. Citicapital claims that
Razorfish defaulted on the lease and seeks monetary and injunctive relief. At
present, Razorfish is not in a position to predict the outcome of this action.
Razorfish intends to defend its interests in the action vigorously.

On September 26, 2001, the United States District Court for the Southern
District of New York granted Razorfish's motion to dismiss the consolidated
securities class action initially filed on December 13, 2000 against Razorfish
and certain of Razorfish's current and former officers and directors. The
lawsuit alleged violations of the securities laws based on alleged false
statements made in Razorfish public disclosures concerning the integration of
i-Cube, a company acquired by Razorfish in 1999. Plaintiffs are seeking
reconsideration of the decision.

On March 21, 2001, Razorfish filed a complaint against EuroTel in the city court
of Prague in the Czech Republic. In the action, Razorfish asserted that EuroTel
failed to pay invoices in the aggregate amount of $2.0 million and sought to
recover all monies due, including expenses in the additional amount of
approximately $1.1 million, together with interest and attorney's fees.
Razorfish provided consulting services to EuroTel on the creation of a WEB and
WAP portal. On May 22, 2001, Eurotel commenced a breach of contract action
against Razorfish Oy in the Helsinki District Court. In this action, Eurotel
claimed that Razorfish allegedly breached the standard service agreement and
therefore it was not obligated to pay the above fees and expenses and that
Razorfish was obligated to refund to Eurotel all fees and expenses paid by
Eurotel in the aggregate amount of approximately $2.5 million and pay
compensatory damages due to the alleged breach of approximately $1.7 million.
Razorfish Oy and Eurotel have entered into a settlement agreement dated August
30, 2001 pursuant to which each party has agreed to relinquish their respective
claims against each other. In addition, Razorfish, Inc. and Eurotel have entered
into a settlement agreement dated August 22, 2001 pursuant to which Razorfish,
Inc. has paid $30,000 to Eurotel in full settlement of all claims.

                                       6

<PAGE>

On March 17, 2000, a former consultant to Avalanche Solutions, Inc. a
majority-owned subsidiary of Razorfish, commenced legal action against Razorfish
in the Southern District of New York and other defendants alleging fraud,
violation of New York General Business Law Sections 339-a and 553-c, and
violation of Rule 10b-5 promulgated under the Securities Exchange Act of 1934.
On August 6, 2001 the Court granted summary judgment for Razorfish and the other
defendants. The time to appeal has run and the decision is final.

8.  RECENT ACCOUNTING PRONOUNCEMENTS

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS No. 144 replaces SFAS No. 121 Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of. SFAS No. 144 requires that long-lived assets be measured at the lower of
carrying amount or fair value less cost to sell, whether reported in continuing
operations or in discontinued operations. Therefore, discontinued operations
will no longer be measured at net realizable value or include amounts for
operating losses that have not yet occurred. SFAS No. 144 also broadens the
reporting of discontinued operations to include all components of an entity with
operations that can be distinguished from the rest of the entity and that will
be eliminated from the ongoing operations of the entity in a disposal
transaction. The provisions of SFAS No. 144 are effective for financial
statements issued for fiscal years beginning after December 15, 2001. Razorfish
is currently evaluating the effect that adoption of the provisions of SFAS 144
will have on its results of operations and financial position.

In July 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141") and
No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 141 requires
all business combinations initiated after June 30, 2001 to be accounted for
using the purchase method. Under SFAS 142, goodwill and intangible assets with
indefinite lives are no longer amortized but are reviewed annually (or more
frequently if impairment indicators arise) for impairment. Separable intangible
assets that are not deemed to have indefinite lives will continue to be
amortized over their useful lives (but with no maximum life). The amortization
provisions of SFAS 142 apply to goodwill and intangible assets acquired after
June 30, 2001. With respect to goodwill and intangible assets acquired prior to
July 1, 2001, the Company is required to adopt SFAS 142 effective January 1,
2002. Razorfish is currently evaluating the effect that adoption of the
provisions of SFAS 142 will have on its results of operations and financial
position.

  In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting and reporting standards of derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. In July 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities-Deferral of the Effective Date of
FASB No. 133," which amends SFAS No. 133 to be effective for all fiscal quarters
of all fiscal years beginning after June 15, 2000. In June 2000, the FASB issued
SFAS No. 138 "Accounting for Certain Hedging Activities, an amendment of FASB
Statement No. 133", effective for all interim and annual periods beginning after
June 15, 2000. As indicated, SFAS No 138 amends accounting and reporting
standards for certain derivative instruments and certain hedging activities. The
adoption of these standards did not have a material effect on the Company's
results of consolidated operations, financial position, or cash flows.

                                       7

<PAGE>

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

Information Regarding Forward-Looking Statements

Statements in this quarterly report about our future results, levels of
activity, performance, goals or achievements or other future events constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995.

  o     our plans to remain at the leading edge of digital technologies
        including the internet, wireless, broadband and satellite technologies;

  o     our plans to expand the recognition of our brand name;

  o     the expected growth in the use of digital communications technologies
        in more industries;

  o     our plans to increase our client base; and

  o     our plans to improve our future financial performance.

     In some cases, you can identify forward-looking statements by our use of
words such as "may," "will," "should," "could," "expects," "plans," "intends,"
"anticipates," "believes," "estimates," "predicts," "potential" or "continue" or
the negative or other variations of these words, or other comparable words or
phrases.

  o     Among the factors that could cause our actual results or events to
        differ are the risks that there are unanticipated trends and conditions
        in our industry;

  o     the risk that we will not have sufficient capital to maintain and/or
        expand our operations;

  o     the risk that we will not be able to keep pace with the changing
        communications technologies;

  o     the risk that we will not be able to maintain our reputation and expand
        our name recognition;

  o     the risk that we will not be able to identify and acquire companies that
        complement or enhance our business; and

  o     any inability to address or resolve financial, operational and
        managerial challenges arising from our recent acquisitions.


Although we believe that the expectations reflected in our forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements or other future events. We are under no
duty to update any of our forward-looking statements after the date of this
report, other than as required by law. You should not place undue reliance on
forward-looking statements.

Overview

Razorfish's services employ digital technology to address a wide range of its
clients needs, from business and brand strategy to system integrations. 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 parties through the use of digital technology.
Razorfish currently has offices in five countries and the cities of Amsterdam,
Boston, Frankfurt, Hamburg, Los Angeles, Munich, New York City, Oslo, San
Francisco, San Jose, and Stockholm.

                                       8

<PAGE>

Razorfish derives substantially all of its revenues from fees for services
generated on a project-by-project basis. Razorfish's services are provided on
both a fixed-time, fixed-price basis and on a time and materials basis.
Razorfish recognizes revenues for both time and materials-based arrangements and
fixed-time, fixed-price arrangements 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 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. Revenues exclude reimbursable expenses charged to clients.

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. No client accounted for more
than 10.0% of Razorfish's revenues in the nine months ended September 30, 2000
or September 30, 2001. No client accounted for more than 10.0% of Razorfish's
revenues in the quarter ended September 30, 2000. One client accounted for 12.2%
of third quarter 2001 revenue.

There is a risk associated with Razorfish's revenues being generated from a
small number of clients, which is that these clients may not retain Razorfish
for the same level of work 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 affect 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 of compensation and related
costs of the management and administrative functions, including finance, legal,
executive, human resources and internal information technology, and the costs of
Razorfish's facilities and other general corporate expenses.

Razorfish's restructuring charge consists primarily of severance payments and
expenses related to future lease payments on office space and equipment that is
no longer utilized by the Company.

Seasonality

In general, the laws of the European countries in which Razorfish operates
mandate that all employees receive significantly more vacation days than in the
United States. For example, in Sweden, each employee must receive a minimum of
25 days paid vacation per year. These vacations are typically taken in the third
quarter, resulting in declining revenues during this period due to a reduction
in both billable hours and client demand.

                                       9

<PAGE>

Quarter-to-quarter fluctuations in margins

The Company's operating results and quarter-to-quarter margins may fluctuate in
the future as a result of many factors, some of which are beyond the Company's
control. Historically, the Company'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; and

  o     economic conditions generally or in the information technology services
        market.

The Company expects this trend to continue.

Results of operations

Three months Ended September 30, 2001 Compared to the Three Months Ended
September 30, 2000

Revenues

The Company's revenues decreased $58.1 million, or 75.3%, to $19.0 million for
the three months ended September 30, 2001 from $77.1 million for the comparable
period in 2000. This decrease in revenue was primarily due to a significant
reduction in demand for services experienced by consultants, which provide
similar services to Razorfish. We expect this market to remain volatile and can
give no assurance that the decline in our revenues will not continue in future
periods.

Project personnel costs

The Company's project personnel costs decreased $29.3 million, or 70.5%, to
$12.3 million for the three months ended September 30, 2001 from $41.6 million
for the comparable period in 2000. The decrease is due to a reduction in
workforce of 1,038 employees to an average billable headcount of 489 from an
average billable headcount of 1,527 for the comparable period in 2000. The
reductions are part of Razorfish's ongoing restructuring plan, which was
implemented due to reduced revenue levels.

Sales and marketing

Razorfish's sales and marketing costs decreased $5.2 million, or 83.4%, to $1.0
million for the three months ended September 30, 2001 from $6.2 million for the
comparable period in 2000. The decrease is primarily due to reduced marketing
activities at industry conferences, promotional events and a workforce
reduction.

General and administrative

                                       10

<PAGE>

The Company's general and administrative expenses decreased $14.8 million, or
64.5%, to $8.1 million for the three months ended September 30, 2001 from $22.9
million for the comparable period in 2000. The decrease in general and
administrative expenses was attributable to multiple factors: Razorfish
significantly reduced its non-billable workforce from 507 non-billable employees
to 122 non-billable employees as of September 30, 2000 and 2001, respectively,
and Razorfish has closed offices in London, Helsinki, and Milan. The cumulative
result of these changes to Razorfish's operating model result in a decrease in
general and administrative personnel costs, a decrease in rent and facilities
expenses, and a decrease in equipment rental and depreciation charges.

Provision for doubtful accounts

Razorfish's charge to provision for doubtful accounts decreased $5.6 million, or
100% to $0 million for the quarter ended September 30, 2001 from $5.6 million
for the comparable period in 2000.

Restructuring charge

The Company's restructuring charge of $12.4 million is comprised of charges of
approximately $2.2 million of severance expenses incurred and settled during the
third quarter of 2001, and approximately $10.0 million of non cash expenses
relating to the closure of Razorfish's London office and the write-off of
substantially all related assets.

Income Taxes

The effective income tax rate was 0% and 50% for the three months ended
September 30, 2001 and 2000, respectively. The differences in the effective tax
rate for the periods was due to the net loss Razorfish incurred in the third
quarter of 2001 as compared to net income for the comparable period in 2000.
Due to the net loss in 2001, Razorfish has not booked a tax provision and has
booked a valuation allowance for tax benefits generated this period.

Nine Months Ended September 30, 2001 Compared to the Nine Months Ended
September 30, 2000

Revenues

The Company's revenues decreased $127.4 million, or 58.5%, to $90.4 million for
the nine months ended September 30, 2001 from $217.8 million for the comparable
period in 2000. This decrease in revenue was primarily due to the significant
reduction in demand for services experienced by consultants, which provide
similar services to Razorfish. We expect this market to remain volatile and can
give no assurance that the decline in our revenues will not continue in future
periods.

Project personnel costs

The Company's project personnel costs decreased $48.2 million, or 44.6%, to
$59.7 million for the nine months ended September 30, 2001 from $107.9 million
for the comparable period in 2000. The decrease is due to a reduction in
workforce of 512 employees to an average billable headcount of 828 from an
average billable headcount 1,340 for the comparable period in 2000. The
reductions are part of Razorfish's ongoing restructuring plan, which was
implemented due to reduced revenue levels.

Sales and marketing

The Company's sales and marketing costs decreased $7.7 million, or 50.8%, to
$7.5 million for the nine months ended September 30, 2001 from $15.2 million for
the comparable period in 2000. The decrease is primarily due to reduced
marketing activities at industry conferences, promotional events and a workforce
reduction.

General and administrative

                                       11

<PAGE>

The Company's general and administrative expenses decreased $23.6 million, or
35.1%, to $43.5 million for the nine months ended September 30, 2001 from $67.0
million for the comparable period in 2000. Razorfish reduced its non-billable
workforce during the nine months ended September 30, 2000 and 2001, respectively
and Razorfish has closed offices in London, Helsinki, and Milan. The cumulative
result of these changes to Razorfish's operating model result in a decrease in
general and administrative personnel costs, a decrease in rent and facilities
expenses, and a decrease in equipment rental and depreciation charges.

Provision for doubtful accounts

Razorfish's charge to provision for doubtful accounts decreased $6.2 million, or
100% to $.0 million for the quarter ended September 30, 2001 from $6.2 million
for the comparable period in 2000.

Restructuring charge

During the first quarter 2001, the Company recorded restructuring costs of
approximately $12.8 million consisting of $10.6 million for workforce reductions
and $2.2 million for consolidation of facilities. The restructuring plan
resulted in the termination of approximately 660 personnel (530 of whom were
project personnel and 130 of whom were sales and marketing and general and
administrative personnel). The estimated costs for consolidation of facilities
is comprised of contractual rental commitments under real estate leases for
unutilized office space offset by estimated future sub-lease income.

During the second quarter 2001, the Company recorded restructuring costs of
approximately $70.0 million consisting of $14.6 million for workforce
reductions, $34.1 million for consolidation of facilities and $21.3 for other
depreciable assets. The Company took significant actions to reduce its operating
cost structure and to better align that cost structure with the expected demand
for its services. The restructuring plan resulted in the termination of
approximately 600 personnel (420 of whom were project personnel and 180 of whom
were sales and marketing and general and administrative personnel) and the
elimination of the Helsinki, Finland and Milan, Italy offices. The estimated
costs for consolidation of facilities is comprised of contractual rental
commitments under real estate leases and equipment leases for unutilized office
space and equipment offset by estimated future sub-lease income, included in
these costs are the costs to close the Helsinki, Finland and Milan, Italy
offices and the write-off of substantially all related assets. Included within
the workforce portion of restructuring costs is a charge of $3.9 million related
to the write-off of the loan to affiliate, this loan was personally guaranteed
by the company's two founders and as a part of their separation agreements,
dated May 3, 2001, the personal guarantee was released as a part of the
consideration for the waiver of certain termination benefits under each
founder's employment contract.

During the third quarter 2001, the Company recorded restructuring costs of
approximately $12.4 million consisting of $2.2 million for workforce reductions
and $10.2 million for consolidation of facilities. The restructuring plan
resulted in the termination of approximately 200 personnel (135 of whom were
project personnel and 65 of whom were sales and marketing and general and
administrative personnel) and the elimination of the London office. During
the third quarter 2001, the estimated costs for consolidation of facilities is
comprised solely of the cost to close the London office and the write-off of
substantially all related assets.

Impairment loss

During the second quarter of 2001, the Company conducted a strategic review of
certain assets because its revenue declined significantly during this period.
The strategic review triggered an impairment of long-lived assets of $60.1
million comprised of intangible assets of $57.1 million and investments of $3.0
million. The Company calculated the present value of expected cash flows of
certain business units to determine the fair value of those assets. Accordingly,
in the second quarter of 2001, the Company recorded a non-cash impairment loss
and wrote down intangible assets from the following acquisitions; Plastic
($22.7 million), Qb International ($18.2 million), Medialab ($8.7 million),
Limage ($4.5 million) and other acquisitions ($3.0 million).

Amortization of intangibles

                                       12

<PAGE>

Amortization of intangibles decreased $4.7 million to $1.8 million for the nine
months ended September 30, 2001 compared to $6.5 million for the comparable
period in 2000. This decrease was due to the reduction of intangibles resulting
from an impairment charge associated with acquisitions in prior periods, which
was recorded in the fourth quarter of 2000 and the second quarter of 2001.

Income Taxes

The effective income tax rate was 0% and 48% for the nine months ended
September 30, 2001 and 2000, respectively. The differences in the effective tax
rate for the periods was due to the net loss Razorfish incurred during the nine
months ended September 30, 2001 as compared to net income in for the comparable
period in 2000. Due to the net loss in 2001, Razorfish has not booked a tax
provision and has booked a valuation allowance for tax benefits generated this
period.

Liquidity and Capital Resources

The Company's net cash used in operating activities was $36.8 million for the
nine months ended September 30, 2001 compared to net cash provided by operating
activities of $2.6 million for the nine months ended September 30, 2000. Net
cash used in operating activities during the period ended September 30, 2001 was
mainly due to a net loss of $176.9 million, which includes non-cash charges
related to impairment charges of $60.1 million, non-cash restructuring charges
of $45.5 million, depreciation of $5.0 million, and non-cash compensation
expense of $.4 million. Decreases in accounts payable and other current
liabilities of $5.1 million and $13.5 million respectively. This was partially
offset by a decrease in accounts receivable and unbilled revenue of $17.1
million and $5.9 million respectively.

The Company's net cash provided by operating activities was $2.6 million for the
nine months ended September 30, 2000. Net cash used in operating activities
during the period ended September 30, 2000 was mainly due to net income of $9.2
million that includes non-cash items of $23.1 million which includes
depreciation of $11.9 million, tax benefits due to the exercise of common stock
of $4.9 million, and provision for doubtful accounts of $6.2 million. Increases
in accounts payable of $10.2 million, other liabilities of $1.2 million and
deferred tax liabilities of $1.8 million also provided to cash flows from
operations. The aforementioned were partially offset by increased accounts
receivables of $21.7 million, increased unbilled revenues of $3.9 million,
increased prepaid expenses of $6.0 million, decreased income taxes payable of
$8.2 million, increases on other assets of $1.5 million and reduction of
deferred revenues of $1 million.

The Company's net cash used in investing activities was $2.6 million for the
nine months ended September 30, 2001 compared to $22.1 million for the nine
months ended September 30, 2000. Net cash used in investing activities for the
period ended September 30, 2001 was due to capital expenditures of $2.6 million.
Net cash used from investing activities during the period ended September 30,
2000 was mainly due to capital expenditures of $14.2 million and net cash paid
for acquisitions of $4.9 million.

The Company's net cash provided by financing activities was $.4 million for the
nine months ended September 30, 2001 compared to $5.4 million for the nine
months ended September 30, 2000. Net cash provided for the period ended
September 30, 2001 was mainly due to proceeds received from the repayment of a
loan from a shareholder of $.7 million, proceeds from the exercise of stock
options of $.4 million which was partially offset payment by long term items
becoming current of $.7 million. Net cash provided for the period ended
September 30, 2000 was mainly due to proceeds received from the exercise of
stock options of $5.5 million.

Management is actively decreasing operating losses in order to achieve
profitability and seeking additional sources of financing and believes that such
profitability and additional financing will generate sufficient cash flow to
fund the Company's operations through fiscal year 2001. Management's plan to
increase the Company's cash flows from operations relies on some stability in
revenue generated from its customers and decreases in operating expenses.
However, there are no assurances that such stability or decreases will be
achieved. In such event, the Company may be able to reduce the operating costs
further by reducing headcount or closing additional offices and scale back
current

                                       13

<PAGE>

operations until such financing becomes available on terms acceptable to the
Company and could potentially result in a modification to the auditor's report
on the Company's December 31, 2001 financial statements.

Capital expenditures

Razorfish's capital expenditures for the period ended September 30, 2001 were
$2.6 million compared to $14.2 million for the comparable period in 2000. The
decrease in capital expenditures during 2001 was due primarily a reduction of
capital spending in an effort control costs. Razorfish does not have any
material commitments for capital expenditures for the foreseeable future.

Currency fluctuation and the euro conversion

Several countries of the European Union have agreed to adopt the euro as their
common legal currency. On January 1, 1999, these members began the process of
converting their native currencies to the euro, and on that date the euro
commenced trading on currency exchanges and became available for non-cash
transactions. For the period from January 1, 1999 to January 1, 2002, both the
euro and the native currencies will be legal tender in the participating member
states. During this period, the conversion rates for currencies will be
determined by a formula that has been established by the European Commission. On
January 1, 2002, new euro-denominated bills and coins will be fully deployed and
all native bills and coins will be withdrawn by July 1, 2002.

Some of the countries in which Razorfish operates are members of the European
Union but are not participating in the euro conversion; however, they may elect
to convert to the euro at a later date. Risks related to the conversion to the
euro may not impact Razorfish directly, but could have a materially adverse
effect on its clients' businesses, which could have an indirect effect on their
demand for Razorfish's services. Razorfish's management does not believe that
the conversion to the euro will have a material or adverse impact on its
business.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

On February 16, 2001, Razorfish filed a complaint against Viewpoint Corporation,
formerly known as Metastream Corporation in New York County Supreme Court. In
the action, Razorfish asserted Viewpoint failed to pay invoices in an amount
equal to $.6 million and sought to recover those amounts plus interest and
attorneys fees. Razorfish provided consulting services to Viewpoint on, among
other things, the creation of the architecture and design of Viewpoint's world
wide web site that was launched in October of 2000. The complaint was settled
and a stipulation of discontinuance was filed with the Court on October 29,
2001.

On September 24, 2001 Razorfish settled both the complaint filed on December 7,
2000 against it by Earlychildhood.com, a former Razorfish client, alleging
breach of contract and related causes of action, and its related counterclaim.

On September 4, 2001, Citicapital Commercial Corporation ("Citicapital") filed a
complaint in New York County Supreme Court against Razorfish alleging that
Razorfish breached the terms of a lease for equipment. Citicapital claims that
Razorfish defaulted on the lease and seeks monetary and injunctive relief. At
present, Razorfish is not in a position to predict the outcome of this action.
Razorfish intends to defend its interests in the action vigorously.

On September 26, 2001, the United States District Court for the Southern
District of New York granted Razorfish's motion to dismiss the consolidated
securities class action initially filed on December 13, 2000 against Razorfish
and certain of Razorfish's current and former officers and directors. The
lawsuit alleged violations of the securities laws based on alleged false
statements made in Razorfish public disclosures concerning the integration of
i-Cube, a company acquired by Razorfish in 1999. Plaintiffs are seeking
reconsideration of the decision.

                                       14

<PAGE>

On March 21, 2001, Razorfish filed a complaint against EuroTel in the city court
of Prague in the Czech Republic. In the action, Razorfish asserted that EuroTel
failed to pay invoices in the aggregate amount of $2.0 million and sought to
recover all monies due, including expenses in the additional amount of
approximately $1.1 million, together with interest and attorney's fees.
Razorfish provided consulting services to EuroTel on the creation of a WEB and
WAP portal. On May 22, 2001, Eurotel commenced a breach of contract action
against Razorfish Oy in the Helsinki District Court. In this action, Eurotel
claimed that Razorfish allegedly breached the standard service agreement and
therefore it was not obligated to pay the above fees and expenses and that
Razorfish was obligated to refund to Eurotel all fees and expenses paid by
Eurotel in the aggregate amount of approximately $2.5 million and pay
compensatory damages due to the alleged breach of approximately $1.7 million.
Razorfish Oy and Eurotel have entered into a settlement agreement dated August
30, 2001 pursuant to which each party has agreed to relinquish their respective
claims against each other. In addition, Razorfish, Inc. and Eurotel have entered
into a settlement agreement dated August 22, 2001 pursuant to which Razorfish,
Inc. has paid $30,000 to Eurotel in full settlement of all claims.

On March 17, 2000, a former consultant to Avalanche Solutions, Inc. a
majority-owned subsidiary of Razorfish, commenced legal action against Razorfish
in the Southern District of New York and other defendants alleging fraud,
violation of New York General Business Law Sections 339-a and 553-c, and
violation of Rule 10b-5 promulgated under the Securities Exchange Act of 1934.
On August 6, 2001 the Court granted summary judgment for Razorfish and the other
defendants. The time to appeal has run and the decision is final.

Item 5.  Other Events.

On August 30, 2001, Razorfish closed its London, England office as a part of its
continued efforts to regain profitability and manage costs. Pursuant to The
Companies Act of 1985 of United Kingdom law, the closure process will be managed
by a liquidator.

On August 24, 2001, Razorfish provided its named executive officers--
Jean-Philippe Maheu, John Roberts, Michael Simon, Robert Lord and
Michael Moore--and three additional executive officers (collectively, the
"Executives") a continuing employment incentive in an amount equal to
three-months' base compensation (the "CEI") as currently in effect for each of
the Executives. The purpose of providing the CEI was to encourage the continued
retention of each of the Executives by Razorfish. Further, the Company's
Compensation Committee authorized the provision of the CEI unanimously on May
25, 2001.

Each Executive was to receive the CEI, if at all, upon the earlier to occur of
the date of his non-voluntary termination of employment and, provided that he is
employed by Razorfish on November 1, 2001. No Executive will be entitled to
receive the CEI in the event that he voluntarily terminates his employment with
the Company prior to November 1, 2001. As of November 1, 2001, the rights to
these benefits vested.

                                       15

<PAGE>

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

Exhibit
  No.                                 Description
--------   ----------------------------------------------------------------
 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"), as
             amended.(2)

 3.2       By-laws of Razorfish.(1)

 4.1       Stockholders Agreement, dated as of October 1, 1998, among Razorfish,
             Spray Ventures, Communicade, Jeffrey A. Dachis and Craig M.
             Kanarick.(1)

 4.2       Amendment to Stockholders Agreement, dated February 3, 1999, among
             Razorfish, Spray Ventures, Communicade, Jeffrey A. Dachis and
             Craig M. Kanarick.(1)

 4.3       Intentionally Omitted.

 4.4       Intentionally Omitted.

 4.5       Intentionally Omitted.

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

 4.7       Specimen Common Stock Certificate of Razorfish.(1)

10.1       The Amended and Restated 1997 Stock Option and Incentive Plan.(1)

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       Employment Agreement, dated September 18, 1996, between Razorfish and
             Craig M. Kanarick.(1)

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

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

10.8       Employment Agreement, dated September 1, 2000 between Razorfish and
             Michael Simon.(5)

10.9       Employment Agreement, dated September 1, 2000 between Razorfish and
             Sue Murphree.(5)

10.10      Employment Agreement, dated as of October 1, 1998, between Razorfish
             and Jonas Svensson.(1)

                                       16

<PAGE>

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

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

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

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

10.15      Lease Agreement, dated December 23, 1998, between C.H.B.I. Razorfish
             Limited and The Mayor and Commonalty and Citizens of  the City of
             London.(1)

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

10.17      Lease Agreement No. 731 100, dated April 12, 1996, between Spray
             (f/k/a Spray Interactive Media Agency AB) and Bojner Estate AB
             ("Bojner") and the English translation thereof.(1)

10.18      Lease Agreement No. 741 100, dated September 30, 1997, between Spray
             (f/k/a Spray Interactive Media AB) and Bojner and the English
             translation thereof.(1)

10.19      Lease Contract No. 01009 001 024 ("Trygg-Hansa Lease"), dated
             April 30, 1998, between Spray and Trygg-Hansa ("Trygg-Hansa") and
             the English translation thereof.(1)

10.20      Supplement No. 1, dated April 30, 1998, to Trygg-Hansa Lease and the
             English translation thereof.(1)

10.21      Supplement No. 2, dated August 18, 1998, to Trygg-Hansa Lease and
             the English translation thereof.(1)

10.22      Personal Guarantee for Premises, dated April 29, 1998, made by Lars
             T. Andersson and Per Bystedt in favor of Trygg-Hansa with respect
             to Trygg-Hansa Lease and the English translation thereof.(1)

10.23      Personal Guarantee for Premises, dated April 29, 1988, made by
             Johan Ihrfelt and Jonasensson in favor of Trygg-Hansa with respect
             to Trygg-Hansa Lease and the English translation hereof.(1)

10.24      Rent Contract Covering Business Premises, dated February 3, 1998,
             between Spray Interactive Media AB and DEGI Deutsche Gesellschaft
             fur Immobilienfonds mbH and the English translation thereof.(1)

10.25      Rental Agreement for Office Space No. 910539, dated April 25, 1997,
             between Spray Interactive Media Oy and Valtion Kiinteistolaitos
             (State Real Property Authority)/Uusimaa ("State Real Property
             Authority") and the English translation thereof.(1)

10.26      Rental Agreement for Office Space No. 910539, dated May 14, 1997,
             between Spray Interactive Media Oy and State Real Property
             Authority and the English translation thereof.(1)

10.27      Lease Contract, dated June 17, 1998, between Spray Geelmuyden.Kiese
             A.S and Kongensgate 2 ANS and the English translation thereof.(1)


                                       17

<PAGE>

Exhibit
No.                                   Description
-------    ----------------------------------------------------------------
10.28      Subscription and Exchange Agreement, dated as of October 1, 1998,
             among Razorfish, Spray Ventures AB and Communicade.(1)

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

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

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

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

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

10.34      Employment Agreement, dated April 15, 2000, between Razorfish and
             Jeffrey A. Dachis.(4)

10.35      Forms of Voting Agreements.(2)

10.36      Letter Agreement, dated August 8, 1995 between i-Cube and Silicon
             Valley Bank.(2)

10.37      Promissory Note, dated August 8, 1995 between i-Cube and Silicon
             Valley Bank.(2)

10.38      Commercial Security Agreement, dated August 8, 1995 between i-Cube
             and Silicon Valley Bank.(2)

10.39      Negative Pledge Agreement, dated August 8, 1995 between i-Cube and
             Silicon Valley Bank.(2)

10.40      Letter Agreement, dated October 7, 1996 between i-Cube and Silicon
             Valley Bank.(2)

10.41      Promissory Note, dated July 31, 1997 between i-Cube and Silicon
              Valley Bank.(2)

10.42      Loan Modification Agreements between Registrant and Silicon Valley
             Bank, dated August 6, 1996, August 7, 1996 and August 28, 1997,
             respectively.(2)

10.43      Lease Agreement, dated November 20, 1996 between i-Cube, RR&C
             Development Company and Patrician Associates, Inc.(2)

10.44      Lease Agreement, dated as of July 14, 1995 between i-Cube and
             Riverfront Office Park Joint Venture.(2)

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

10.46      Sublease, dated as of June 19, 1995 between i-Cube and MathSoft,
             Inc.(2)

10.47      Employment Agreement, dated as of July 18, 2000 between Razorfish
             and Craig Kanarick.(5)

10.48      Separation Agreement, dated as of February 8, 2001 between
             Razorfish and Sue Murphree.(5)

                                       18

<PAGE>

Exhibit
No.                                 Description
-------    ---------------------------------------------------------------


10.49      Amendment to employment agreement, dated September 1, 2000 between
             Razorfish and Michael Simon.(5)

10.50      English Translation of Lease Agreements, dated April 4, 2000, between
             Primavera S.a.s. and Razorfish S.r.l. (as assigned from
             Razorfish Ltd.).(6)

10.51      Lease Agreement, dated October 30, 2000, between Shearwater Partners,
             LLC and Razorfish, Inc.(6)

10.52      Lease Agreement, dated August 3, 2000, by and between Wittayu Realty
             Ltd., Razorfish Ltd. and Razorfish, Inc.(6)

10.53      Separation Agreement between Razorfish, Inc. and Jeffrey A. Dachis,
             dated May 2, 2001. (7)

10.54      Separation Agreement between Razorfish, Inc. and Craig M. Kanarick,
             dated May 2, 2001.(7)

18.1       Letter re: Change in Certifying Accountant.(3)

21.1       Subsidiaries of Razorfish.(6)

27.1       Financial Data Schedule. (filed herewith)

99.1       Press release dated May 3, 2001.(7)


(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 exhibit to Razorfish's Report on Form 10-Q that was filed with the
     Securities and Exchange Commission on August 14, 2000 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 2, 2001 and incorporated
     herein by reference.

(6)  Filed as an exhibit to Razorfish's Report on Form 10-K/A, Amendment No. 1,
     that was filed with the Securities and Exchange Commission on April 30,
     2001 and incorporated herein by reference.

(7)  Filed as an exhibit to Razorfish's Report on Form 10-K that was filed with
     the Securities and Exchange Commission on May 14th, 2001 and included
     herein by reference.

(b)  Reports on Form 8-K.
       None.

                                       19

<PAGE>

                                   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 November 14, 2001.

                                      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)




                                       20