<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

               FORM 10-Q

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

For the Quarterly Period Ended June 30, 1999

               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 No. 000-25469

               iVILLAGE INC.
               (Exact name of Registrant as Specified in its Charter)

Delaware                                    13-3845162
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

170 Fifth Avenue, New York, NY              10010
(Address of Principal Executive Offices)    (Zip Code)

(212) 604-0963
(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes __X__ No ____

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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

               24,368,582 shares of common stock as of August 10, 1999.


<PAGE>

               iVillage Inc.
               Form 10-Q
               For the Quarter ended June 30, 1999

Index

                                     Part I.
                              Financial Information

                                                                         Page(s)

Item 1.  Financial Statements

Condensed Consolidated Balance Sheets at December 31, 1998
and June 30, 1999 (Unaudited)..................................................3

Condensed Consolidated Statements of Operations for the three
months and six months ended June 30, 1998 and 1999 (Unaudited).................4

Condensed Consolidated Statements of Cash Flows for the three
months and six months ended June 30, 1998 and 1999 (Unaudited).................5

Notes to Condensed Consolidated Financial Statements...........................6

Item 2.  Management's Discussion and Analysis of Financial Condition
and Results of Operations ....................................................13

                                    Part II.

                                Other Information

Item 6.  Exhibits and Reports on Form 8-K ....................................31

Signatures ...................................................................33

Exhibit Index ................................................................34


<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

                         iVillage Inc. and Subsidiaries
                     Condensed Consolidated Balance Sheets
                                 (in thousands)
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                       December 31,      June 30,
                                                                                          1998             1999
                                                                                        ---------        ---------
                                     ASSETS:
<S>                                                                                     <C>              <C>
Current assets:
  Cash and cash equivalents .....................................................       $  30,825        $  85,279
  Accounts receivable, net ......................................................           2,078            2,843
  Other current assets ..........................................................             715            1,162
                                                                                        ---------        ---------
    Total current assets ........................................................          33,618           89,284

Fixed assets, net ...............................................................           7,380            6,968
Goodwill and intangible assets, net .............................................           4,535           61,631
Other assets ....................................................................             188              189
                                                                                        ---------        ---------
    Total assets ................................................................       $  45,721        $ 158,072
                                                                                        =========        =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Accounts payable and accrued expenses .........................................       $  11,561        $  10,398
  Capital leases payable ........................................................             137               73
  Deferred revenue ..............................................................           1,838            2,117
  Other current liabilities .....................................................             163              192
                                                                                        ---------        ---------
    Total liabilities ...........................................................          13,699           12,780

Commitments and contingencies

Stockholders' equity:
  Series A, convertible preferred stock - par value $.0005, 1,000,000 and 0
    shares authorized, issued and outstanding as of December 31, 1998 and June
    30, 1999, respectively ......................................................               1             --
  Series B and B-1, convertible preferred stock - par value $.0005, 5,929,846
    and 0 shares authorized, 4,777,746 and 0 issued and outstanding as of
    December 31, 1998 and June 30, 1999, respectively ...........................               2             --
  Series C, convertible preferred stock - par value $.0005, 13,528,765 and 0
    shares authorized, 13,193,445 and 0 issued and outstanding as of December
    31, 1998 and June 30, 1999, respectively ....................................               7             --
  Series D, convertible preferred stock - par value $.0005, 13,000,000 and 0
    shares authorized, issued and outstanding as of December 31, 1998 and June
    30, 1999, respectively ......................................................               6             --
  Series E, convertible preferred stock - par value $.0005, 12,280,702 and 0
    shares authorized, 11,730,948 and 0 issued and outstanding as of December
    31, 1998 and June 30, 1999, respectively ....................................               6             --
  Common stock, par value $.01, 35,000,000 and 65,000,000 shares authorized,
    2,113,385 and 24,324,218 issued and outstanding at December 31, 1998 and
    June 30, 1999, respectively .................................................              21              243
Additional paid-in capital ......................................................         112,849          302,430
Accumulated deficit .............................................................         (76,275)        (134,549)
Stockholders' notes receivable ..................................................            (565)         (14,681)
Unearned compensation ...........................................................          (4,030)          (8,151)
                                                                                        ---------        ---------
    Total stockholders' equity ..................................................          32,022          145,292
                                                                                        ---------        ---------
    Total liabilities and stockholders' equity ..................................       $  45,721        $ 158,072
                                                                                        =========        =========
</TABLE>

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


                                       3
<PAGE>

                         iVillage Inc. and Subsidiaries
                Condensed Consolidated Statements of Operations
                     (in thousands, except per share data)
                                   Unaudited

<TABLE>
<CAPTION>

                                                                          Three months ended June 30,      Six months ended June 30,
                                                                          ---------------------------      -------------------------
                                                                             1998            1999            1998            1999
                                                                           --------        --------        --------        --------
<S>                                                                        <C>             <C>             <C>             <C>
Revenues:
  Sponsorship, advertising and other ...............................       $  2,118        $  5,994        $  4,318        $ 10,684
  Commerce .........................................................            520           2,114             520           3,888
                                                                           --------        --------        --------        --------
    Total revenues .................................................          2,638           8,108           4,838          14,572

Cost of revenues ...................................................          3,262           4,210           5,437           9,112

    Operating margin ...............................................           (624)          3,898            (599)          5,460
                                                                           --------        --------        --------        --------

Operating expenses:
  Product development and technology ...............................            504           1,353             986           3,038
  Sales and marketing ..............................................          7,184           7,852          12,054          15,634
  Sales and marketing - NBC expenses ...............................           --             4,466            --             7,572
  General and administrative .......................................          2,202           3,847           4,206           7,872
  Depreciation and amortization ....................................          1,397           4,665           2,658           7,519
                                                                           --------        --------        --------        --------

    Total operating expenses .......................................         11,287          22,183          19,904          41,635
                                                                           --------        --------        --------        --------

    Loss from operations ...........................................        (11,911)        (18,285)        (20,503)        (36,175)

Interest income, net ...............................................            188           1,182             264           1,513
                                                                           --------        --------        --------        --------
Other income (expense) .............................................            (27)           --               (27)           --
                                                                           --------        --------        --------        --------

    Net loss .......................................................        (11,750)        (17,103)        (20,266)        (34,662)
                                                                           --------        --------        --------        --------

Preferred stock deemed dividend ....................................           --                              --           (23,612)

Net loss attributable to common stockholders .......................       $(11,750)       $(17,103)       $(20,266)       $(58,274)
                                                                           ========        ========        ========        ========

Basic and diluted net loss per share attributable to common
  shareholders .....................................................       $  (1.85)       $  (0.72)       $  (3.28)       $  (3.98)
                                                                           ========        ========        ========        ========
Weighted average shares of common stock outstanding used in
  computing basic and diluted net loss per share ...................          6,337          23,728           6,179          14,656
                                                                           ========        ========        ========        ========

Pro forma basic and diluted net loss per share .....................                                                       $  (2.77)
                                                                                                                           ========

Shares of common stock used in computing pro forma
  basic and diluted net loss per share .............................                                                         21,027
                                                                                                                           ========

</TABLE>

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


                                       4
<PAGE>

                         iVillage Inc. and Subsidiaries
                Condensed Consolidated Statements of Cash Flows
                                 (in thousands)
                                   Unaudited

<TABLE>
<CAPTION>

                                                          Three months ended June 30,        Six months ended June 30,
                                                          ---------------------------        -------------------------
                                                             1998             1999             1998             1999
                                                          ---------        ---------        ---------        ---------
<S>                                                       <C>              <C>              <C>              <C>
Cash flows from operating activities:
  Net loss ........................................       $ (11,750)       $ (17,103)       $ (20,266)       $ (34,662)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
        Expense recognized in connection with issuance
          of warrants and stock options ...........             186            1,102              186            2,979
        Depreciation and amortization .............           1,397            4,665            2,658            7,519
        Bad debt expense ..........................             255             --                255              500
        Loss on sale ..............................             165             --                165             --
        Minority interest .........................            (138)            --               (138)            --

          Changes in assets and liabilities:
            Accounts receivable ...................          (1,559)          (1,136)          (1,175)          (1,265)
            Prepaid expenses and other assets .....             253              678             (339)            (455)
            Accounts payable and accrued expenses .           1,735           (1,760)             146           (1,168)
            Deferred revenue ......................             416             (521)           1,583              278
            Other liabilities .....................             (77)            --                (77)              36
                                                          ---------        ---------        ---------        ---------
        Net cash used in operating activities .....          (9,117)         (14,075)         (17,002)         (26,238)
                                                          ---------        ---------        ---------        ---------

Cash flows from investing activities:
  Purchase of fixed assets ........................          (2,119)            (958)          (2,828)          (1,693)
  Acquisitions of Web sites .......................            --             (1,609)            (520)         (10,831)
  Sale of Web sites ...............................             600             --                600             --
                                                          ---------        ---------        ---------        ---------
        Net cash used in investing activities .....          (1,519)          (2,567)          (2,748)         (12,524)
                                                          ---------        ---------        ---------        ---------

Cash flows from financing activities:
  Exercise of stock options .......................            --                241             --                505
  Stockholder note receivable .....................            (250)           1,382             (250)           1,382
  Issuance of common stock, net of fees ...........           1,667             (226)           1,667           91,392
  Issuance of preferred stock, net of fees paid ...            (630)            --             31,488             --
  Principal payments on capitalized leases ........             (86)            --               (124)             (63)
                                                          ---------        ---------        ---------        ---------
        Net cash provided by financing
          activities...............................             701            1,397           32,781           93,216
                                                          ---------        ---------        ---------        ---------

Net increase (decrease) in cash for the period ....          (9,935)         (15,245)          13,031           54,454
  Cash and cash equivalents, beginning of period ..          27,301          100,524            4,335           30,825
                                                          ---------        ---------        ---------        ---------
Cash and cash equivalents, end of period ..........       $  17,366        $  85,279        $  17,366        $  85,279
                                                          =========        =========        =========        =========

</TABLE>

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


                                       5
<PAGE>

iVillage Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements

Note 1 - The Company

        Basis of Presentation

        iVillage Inc. was incorporated in the State of Delaware on June 8, 1995
and commenced operations on July 1, 1995. iVillage Inc. and its subsidiaries
("iVillage" or the "Company") are engaged in the development of programming
material for distribution through online service providers and the Internet and
are involved in the sale of products through the Company's Web sites.

        In March 1999, the Company completed its initial public offering ("IPO")
of 4,197,500 shares of the Company's common stock resulting in net proceeds of
approximately $91.4 million. Upon the closing of the IPO, all classes of
outstanding convertible preferred stock converted into common stock on a three
for one ratio.

        These financial statements should be read in conjunction with the
consolidated financial statements and related footnotes included in the
Company's Form S-1 registration statement, as amended, filed with the Securities
and Exchange Commission ("SEC") in connection with the Company's IPO.

        The Company has a limited operating history and its prospects are
subject to the risks, expenses and uncertainties frequently encountered by
companies in the new and rapidly evolving markets for Internet products and
services. These risks include the failure to develop and extend the Company's
online service brands, the rejection of the Company's services by Web consumers,
vendors and/or advertisers, the inability of the Company to maintain and
increase the levels of traffic on its online services, as well as other risks
and uncertainties. In the event the Company does not successfully implement its
business plan, certain assets may not be recoverable.

        Unaudited Interim Financial Information

        The unaudited interim consolidated financial statements of the Company
for the three and six months ended June 30, 1998 and June 30, 1999 included
herein have been prepared in accordance with the instructions for Form 10-Q
under the Securities Exchange Act of 1934, as amended, and Article 10 of
Regulation S-X under the Securities Act of 1933, as amended. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations relating to interim financial
statements.

        In the opinion of management, the accompanying unaudited interim
consolidated financial statements reflect all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the financial position
of the Company at June 30, 1999, and the results of its operations and its cash
flows for the three and six months ended June 30, 1998 and June 30, 1999. The
results for the three and six months ended June 30, 1999 are not necessarily
indicative of the expected results for the full fiscal year or any future
period. Certain prior period balances have been reclassified to conform to the
current period presentation.


                                       6
<PAGE>

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

        Net Loss Per Share

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

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

Note 2 - Related-Party Transactions

        NBC

        On March 9, 1999, iVillage and NBC amended the November 11, 1998
advertising and promotional agreement and entered into a stock purchase
agreement whereby iVillage issued 4,889,030 shares of Series E Convertible
Preferred Stock ("Series E") and warrants to purchase 970,874 shares of Series E
at $5.15 per share and 813,003 shares of Series E at $6.15 per share during 2000
and 2001, respectively, in exchange for a promissory note of approximately $15.5
million. The note, which bears interest at the rate of 5% per annum, is payable
quarterly in twelve equal installments of approximately $1.4 million beginning
April 1, 1999. In connection with the IPO and the reverse stock split, the
shares of Series E were converted into 1,629,676 shares of common stock and the
Series E warrants were converted into warrants to purchase 323,625 shares of
common stock at $15.45 per share and 271,003 shares of common stock at $18.45
per share. In addition, iVillage has agreed to purchase from NBC, for cash,
$13.5 million, $8.5 million and $8.5 million of advertising and promotional
spots during 1999, 2000 and 2001, respectively. iVillage has also agreed to pay
NBC $1.1 million during 1999 for prominent placement on the NBC.com Web site.

         Under the revised NBC advertising and promotional agreement and in
accordance with EITF D-60, "Accounting for the Issuance of Convertible Preferred
Stock and Debt Securities with a Non-detachable Conversion Feature," the $23.6
million difference between the purchase price of the Series E and the fair
market value on the date of issuance was accounted for as a deemed dividend and
amortized using the effective interest method from the date of issuance through
the date the Company completed its IPO (the date of conversion into common
stock). In addition, the fair value of the warrants of approximately $8.4
million was recorded in stockholders' equity as deferred advertising costs and
is being amortized over the three-year advertising agreement. The fair value of
the warrants was determined using the Black-Scholes option pricing model in
accordance with SFAS No. 123.


                                       7
<PAGE>

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

Note 3 - Acquisitions

        iBaby

        As a result of the IPO, the Company purchased all of the outstanding
shares of iBaby held by the minority stockholders pursuant to the Rights
Agreement dated as of April 8, 1998 among the Company, OurBaby LLC, JBM
Ventures, Inc. and iBaby, Inc., as subsequently amended on February 10, 1999.
The aggregate purchase price of $10.8 million consisted of (i) $8.0 million in
cash, of which $1.5 million was paid on February 12, 1999 and $6.5 million was
paid on March 25, 1999 and (ii) 125,448 shares of the Company's common stock.
The difference between the purchase price and the fair value of the acquired
minority interest in iBaby was recorded as goodwill and will be amortized over
the period of expected benefit, which is estimated at three years.

        The cost of acquisition was allocated to the assets acquired and
liabilities assumed based upon their estimated fair values as follows:

        Working Capital                           $  (452,752)
        Fixed assets                                  399,181
        Goodwill                                   11,064,324
                                                  -----------

                                                  $11,010,753
                                                  ===========

        Astrology.Net

        On February 18, 1999, iVillage acquired all of the outstanding stock of
KnowledgeWeb, Inc. d/b/a Astrology.Net, an Internet content provider, in
exchange for 802,125 shares of iVillage common stock and approximately $1.2
million in cash. The acquisition was accounted for as a purchase with a purchase
price of approximately $21 million based on the $24.00 initial public offering
price of iVillage's common stock and an estimate for the value of Astrology.Net
options assumed by iVillage. The difference between the purchase price and the
fair value of the acquired net assets of Astrology.Net was recorded as goodwill
and is being amortized over the period of expected benefit, which is estimated
at three years.

        Of the 802,125 shares of common stock, (i) 326,331 shares were issued at
the closing, (ii) 75,000 shares were issued into escrow for 18 months to cover
possible indemnification claims and (iii) the remaining 400,794 shares were
issued subject to earnout restrictions over five years.

        The first 75,000 shares to be released under the earnout will be placed
into the indemnification escrow. The earnout shares will be released as
Astrology.Net meets certain revenue targets during the three years following
closing. Any earnout shares not released during the first three years will be
released five years from closing. In addition, all outstanding options to
purchase Astrology.Net common stock were converted into options to purchase
31,208 shares of iVillage common stock. The Agreement provides for employment,
non-compete and stock option agreements for the founding stockholders of
Astrology.Net.


                                       8
<PAGE>

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

        Astrology.Net (cont.)

        iVillage also issued to the founding stockholders of Astrology.Net
options to purchase 150,000 shares of iVillage common stock at an exercise price
equal to $24.00 per share. These options are contingent on continued employment
with Astrology.Net and vest over a period of seven years, with accelerated
vesting dependent on Astrology.Net meeting certain revenue targets.

        The following unaudited pro forma summary presents consolidated results
of operations for the Company as if the acquisition of Astrology.Net had been
consummated on January 1, 1998. The pro forma information does not necessarily
reflect the actual results that would have been achieved, nor is it necessarily
indicative of future consolidated results of the Company.

                                                1998                    1999
                                                ----                    ----
                                           (in thousands, except per share data)
Revenues                                       $ 2,345                $  6,660
Net loss                                       $(8,607)               $(17,543)
Net loss per share, excluding
deemed dividend                                $ (3.15)               $  (2.96)

         OnLine Psych and Code Stone

         On June 30, 1999, iVillage acquired OnLine Psychological Services, Inc.
("OnLine Psych") and Code Stone Technologies, Inc. ("Code Stone"). As a result
of the acquisition, OnLine Psych and Code Stone became wholly-owned subsidiaries
of iVillage. OnLine Psych operates a Web site focusing on mental health issues
while Code Stone provides much of the interactive technology used on Online
Psych's Web site.

        The aggregate purchase price paid to acquire OnLine Psych and Code Stone
consisted of $1.5 million cash and approximately 577,000 shares of iVillage
common stock, valued under the purchase method of accounting at approximately
$30.0 million in the aggregate. The difference between the purchase price and
the fair value of the acquired net assets of OnLine Psych and Code Stone have
been recorded as goodwill and are being amortized over the period of expected
benefit, which is estimated to be three years.

        iVillage also issued to certain employees of OnLine Psych options to
purchase shares of iVillage common stock. The options, which are contingent upon
continued employment with OnLine Psych, vest over a period of seven years, with
accelerated vesting dependent on OnLine Psych meeting certain revenue and other
performance targets. iVillage also granted to the founding stockholders of
OnLine Psych, subject to its existing registration rights agreements, piggyback
registration rights in connection with the shares.


                                       9
<PAGE>

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

Note 4 - Segment Information

        The Company's business is comprised of the development of programming
material by iVillage for distribution through online service providers and the
Internet and the sale of products by iBaby, iMaternity and Astrology.Net through
their Web sites. The Company's management reviews corporate assets and overhead
expenses within its media segment.


                                       10
<PAGE>

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

The summarized segment information, as of and for the three months ended
June 30, 1999, is as follows:

(dollars in thousands)

<TABLE>
<CAPTION>

                                                         E-
                                      Media           Commerce          Total
                                      -----           --------          -----
<S>                                 <C>              <C>              <C>
Revenues                            $   5,994        $   2,114        $   8,108
Cost of revenues                        2,572            1,638            4,210
Product development and
  technology                              957              396            1,353
Sales and marketing                    11,428              890           12,318
General and administrative              3,283              564            3,847
Depreciation and amortization           1,460            3,205            4,665
Loss from operations                  (13,705)          (4,580)         (18,285)
Total assets                          156,326            1,746          158,072
                                    =========        =========        =========

</TABLE>

The summarized segment information, as of and for the six months ended June 30,
1999, is as follows:

(dollars in thousands)

<TABLE>
<CAPTION>

                                                         E-
                                      Media           Commerce          Total
                                      -----           --------          -----
<S>                                 <C>              <C>              <C>
Revenues                            $  10,684        $   3,888        $  14,572
Cost of revenues                        6,081            3,031            9,112
Product development and
  technology                            2,274              764            3,038
Sales and marketing                    21,704            1,502           23,206
General and administrative              6,851            1,021            7,872
Depreciation and amortization           3,099            4,420            7,519
Loss from operations                  (29,324)          (6,851)         (36,175)
Total assets                          156,326            1,746          158,072
                                    =========        =========        =========

</TABLE>


                                       11
<PAGE>

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

Note 5 - Subsequent Events

        On July 13, 1999, iVillage entered into an agreement to acquire all of
the outstanding stock of Lamaze Publishing Company, Inc. ("Lamaze Publishing"),
a multimedia provider of education information to expectant and new mothers. The
total purchase price, valued at approximately $100.0 million under the purchase
method of accounting, consists of approximately 1.7 million shares of iVillage
common stock, subject to certain adjustments, and approximately $5.0 million of
assumed debt. The closing of the transaction is subject to customary closing
conditions and the filing of a registration statement with the Securities and
Exchange Commission covering the resale of the issued shares. Lamaze Publishing
is the exclusive licensee of the LAMAZE mark for use in connection with consumer
publications and other communications, which include print, audio, visual and
other consumer oriented media, that are commercial in nature. Lamaze Publishing
is also the exclusive marketing agent for Lamaze Publishing International, Inc.,
the owner of the Lamaze Publishing family of marks.

        On August 4, 1999, iVillage acquired the domain name Astrology.com from
Boulevards New Media, Inc.

        On August 6, 1999, iVillage entered into a three-year employment
agreement with Harriet Rubin, an author and publisher on the subjects of
business and money/life issues, to develop content for the iVillage Work
channel. On August 6, 1999, iVillage also entered into an agreement with Ms.
Rubin to license certain assets, including the domain name The Soloist.com, for
one year, with an option to purchase such assets at the end of the one-year
term.


                                       12
<PAGE>

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

        iVillage Inc. has included in this filing certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 concerning iVillage's business, operations and financial condition. The
words or phrases "can be", "expects", "may affect", "may depend", "believes",
"estimate", "project", and similar words and phrases are intended to identify
such forward-looking statements. Such forward-looking statements are subject to
various known and unknown risks and uncertainties and iVillage cautions you that
any forward-looking information provided by or on behalf of iVillage is not a
guarantee of future performance. iVillage's actual results could differ
materially from those anticipated by such forward-looking statements due to a
number of factors, some of which are beyond iVillage's control, including (i)
the volatile and competitive nature of the Internet industry, (ii) changes in
domestic and foreign economic and market conditions, (iii) the effect of
federal, state and foreign regulation on iVillage's business, (iv) failure of
iVillage, its vendors or other third parties to achieve Year 2000 compliance (v)
the impact of recent and future acquisitions on iVillage's business and
financial condition and (vi) the impact on iVillage of its branding strategy and
the risks described below, as well as those discussed in iVillage's other public
filings. All such forward-looking statements are current only as of the date on
which such statements were made. iVillage does not undertake any obligation to
publicly update any forward-looking statement to reflect events or circumstances
after the date on which any such statement is made or to reflect the occurrence
of unanticipated events.

Overview

        The iVillage network, iVillage.com, provides an easy-to-use,
comprehensive online network of sites tailored to the interests and needs of
women using the Internet. iVillage.com consists of 16 channels organized by
subject matter. The channels cover leading topics of interest to women online
such as family, health, work, money, food, computers, relationships, shopping,
travel, pets and astrology. iVillage facilitates channel usage by providing
common features and functionality within each channel, including experts, chats,
message boards and services.

        To date, iVillage's revenues have been derived primarily from the sale
of sponsorship and advertising contracts. Sponsorship and advertising revenues
represented 74% and 73% of total revenues for the three and six months ended
June 30, 1999, respectively. This compares to 79% and 89% for the comparable
periods during the prior year.

        Sponsorship revenues are derived principally from contracts ranging from
one to three years. Sponsorships are designed to support broad marketing
objectives, including brand promotion, awareness, product introductions, online
research and the interaction of advertising with editorial content. Sponsorship
agreements typically include the delivery of impressions on iVillage's Web sites
and the design and development of customized sites that enhance the promotional
objectives of the sponsor. An impression is the viewing of promotional material
on a Web page, which may include banner advertisements, links, buttons or other
text or images. The portion of sponsorship revenues related to the delivery of
impressions is recognized ratably in the period in which the advertisement is
displayed, provided that none of iVillage's significant obligations remain, at
the lesser of the ratio of impressions delivered over total guaranteed
impressions or the straight-line basis over the term of the contract. To the
extent that minimum guaranteed impressions are not met, iVillage defers
recognition of the corresponding revenues until the guaranteed impressions are
met. The portion of sponsorship revenues related to the up-front


                                       13
<PAGE>

customized design work, as specified in the contract, is recognized in the
period in which the design work is performed, typically within the first three
months of the contract term.

        As part of the Company's sponsorship deals, certain sponsors who also
sell products provide iVillage with a commission on sales of their products
generated through iVillage's Web sites. To date, these amounts have been
immaterial.

        Advertising revenues are derived principally from short-term advertising
contracts in which iVillage typically guarantees a minimum number of impressions
to be delivered to users over a specified period of time for a fixed fee.
Advertising rates, measured on a cost per thousand impressions basis, or CPMs,
are dependent on whether the impressions are for general rotation throughout
iVillage's Web sites or for targeted audiences and properties within specific
areas of iVillage.com. Advertising revenues are recognized ratably in the period
in which the advertisement is displayed, provided that no significant iVillage
obligations remain, at the lesser of the ratio of impressions delivered over
total guaranteed impressions or the straight line basis over the term of the
contract. To the extent that minimum guaranteed impressions are not met,
iVillage defers recognition of the corresponding revenues until the guaranteed
impressions are achieved.

        Sponsorship and advertising revenues also include barter revenues, which
represent exchanges by iVillage of advertising space on iVillage's Web sites for
reciprocal advertising space or traffic on other Web sites. Revenues from these
barter transactions are recorded as advertising revenues at the estimated fair
value of the advertisements delivered, unless the fair value of the goods and
services received is more objectively determinable, and are recognized when the
advertisements are run on iVillage.com. Barter expenses are recognized at the
value of advertisements received when iVillage's advertisements are run on the
reciprocal Web sites, which is typically in the same period as when the
advertisements are run on iVillage.com. Barter expenses are included as part of
sales and marketing expenses. iVillage does not receive cash for the
advertisements delivered, nor does iVillage pay for the advertisements received.
Typically, these barter transactions have no impact on iVillage's cash flows and
results of operations. Barter transactions enable iVillage to continue to build
strong brand recognition as part of its overall business strategy without
expending cash resources.

        Commerce revenues are derived principally from sales through iBaby,
iMaternity (a new commerce channel launched during the second quarter of 1999)
and Astrology.Net. Commerce revenues received from iBaby consist of the sale of
baby-related products, including strollers, high chairs, bedding, toys and
accessories. iBaby takes all orders for iBaby products, collects the payment and
ships the items to the customer. Kid's Warehouse, iVillage's former joint
venture partner in iBaby, presently handles inventory and fulfillment for iBaby.
Effective November 1, 1999, the inventory and services agreement between iBaby
and Kid's Warehouse will be terminated and iBaby will become responsible for all
inventory and order fulfillment functions. In order to fulfill these functions,
the Company recently signed a two year lease for approximately 40,000 square
feet of warehouse space for iBaby at a facility located in San Diego,
California. The failure of the Company to assume effectively and in a timely
manner the merchandising, inventory management and order fulfillment functions
currently being performed by Kid's Warehouse could result in the disruption of
the operations of iBaby, including shipment delays.

        Commerce revenues received from iMaternity consist of the sale of
maternity clothing and products through its Web site. All orders for iMaternity
products are taken through its channel on the iBaby Web site, and iBaby collects
the payment for product sales. The fulfillment


                                       14
<PAGE>

of all product orders for iMaternity are handled by Dan Howard, Inc. Revenues
from Astrology.Net consist of the sale of astrological charts and other related
products to visitors to the Astrology.Net Web site. iVillage recognizes revenues
from iBaby, iMaternity and Astrology.Net product sales, net of any discounts,
when products are shipped to customers and the collection of the receivable is
reasonably assured.

Recent Developments

        On June 30, 1999, iVillage acquired OnLine Psychological Services, Inc.
("OnLine Psych") and Code Stone Technologies, Inc. ("Code Stone"). As a result
of the acquisition, OnLine Psych and Code Stone became wholly-owned subsidiaries
of iVillage. OnLine Psych operates a Web site focusing on mental health issues,
while Code Stone provides much of the interactive technology used on OnLine
Psych's Web site. The aggregate purchase price paid to acquire OnLine Psych and
Code Stone consisted of $1.5 million cash and approximately 577,000 shares of
iVillage common stock, valued under the purchase method of accounting at
approximately $30.0 million in the aggregate.

        On July 13, 1999, iVillage entered into an agreement to acquire all of
the outstanding stock of Lamaze Publishing Company, Inc. ("Lamaze Publishing"),
a multimedia provider of education information to expectant and new mothers. The
total purchase price, valued at approximately $100.0 million under the purchase
method of accounting, consists of approximately 1.7 million shares of iVillage
common stock, subject to certain adjustments, and approximately $5.0 million of
assumed debt. The closing of the transaction is subject to customary closing
conditions and the filing of a registration statement with the Securities and
Exchange Commission covering the resale of the issued shares. Lamaze Publishing
is the exclusive licensee of the LAMAZE mark for use in connection with consumer
publications and other communications, which include print, audio, visual and
other consumer oriented media, that are commercial in nature. Lamaze Publishing
is also the exclusive marketing agent for Lamaze Publishing International, Inc.,
the owner of the Lamaze Publishing family of marks.

        On August 4, 1999, iVillage acquired the domain name Astrology.com from
Boulevards New Media, Inc.

        On August 6, 1999, iVillage entered into a three-year employment
agreement with Harriet Rubin, an author and publisher on the subjects of
business and money/life issues, to develop content for the iVillage Work
channel. On August 6, 1999, iVillage also entered into an agreement with Ms.
Rubin to license certain assets, including the domain name The Soloist.com, for
one year, with an option to purchase such assets at the end of the one-year
term.

Results of Operations

        Revenues

        Revenues were $8.1 million and $14.6 million for the three and six
months ended June 30, 1999, respectively, which represent increases of 207% and
201%, respectively, when compared with the corresponding periods in 1998. The
increase in revenues was primarily due to iVillage's ability to generate
significantly higher sponsorship and advertising revenues during the 1999
periods, as well as the development of its commerce strategy through its
investments in iBaby and Astrology.Net. Sponsorship, advertising and other
revenues were $6.0 million and $10.7 million for the three and six months ended
June 30, 1999, respectively, compared to $2.1 million and $4.3 million for the
corresponding periods in 1998. The increase in sponsorship, advertising and
other revenues was primarily due to an increase in the number of impressions
sold and an increase in the


                                        15
<PAGE>

number of sponsors advertising on iVillage's Web sites during the 1999 periods.
Sponsorship, advertising and other revenues accounted for approximately 74% and
73% of total revenues for the three and six months ended June 30, 1999,
respectively. Commerce revenues accounted for $2.1 million, or 26% of total
revenues, for the three months ended June 30, 1999, and $3.9 million, or 27% of
total revenues, for the six months ended June 30, 1999, compared to $0.5 million
and $0.5 million, or 20% and 11% of total revenues for the comparable three and
six month periods in 1998, respectively.

        Although no one advertiser accounted for greater than 10% of total
revenues for the three or six months ended June 30, 1999, iVillage's five
largest advertisers accounted for 27% and 22% of total revenues, respectively.
The five largest customers accounted for 24% and 22% of total revenues for the
three and six months ended June 30, 1998, respectively.

        Included in sponsorship and advertising revenues are barter transactions
which accounted for approximately 11% and 12% of total revenues for the three
and six months ended June 30, 1999, respectively, compared to 24% and 25% for
the comparable periods in 1998, respectively.

         Cost of Revenues

         The principal elements of cost of advertising, sponsorship and other
revenues for the Company's Internet operations are content costs, payroll and
related expenses for the editorial staff, Web site design and production staff
and the cost of communications and related expenses necessary to support the
Company's Web sites. Cost of commerce revenues consist primarily of the cost of
products sold to customers and outbound and inbound shipping and handling costs.
Cost of advertising, sponsorship and other revenues were $2.6 million and $6.1
million, or 43% and 57% of advertising, sponsorship and other revenues, for the
three and six months ended June 30, 1999, respectively. Cost of advertising,
sponsorship and other revenues were $2.8 million and $5.0 million, or 133% and
116% of advertising, sponsorship and other revenues, for the comparable periods
in the prior year. Cost of advertising, sponsorship and other revenues, as a
percentage of these revenues, decreased during the three and six months ended
June 30, 1999 due to the significant growth in advertising and sponsorship
revenues over prior periods. Cost of commerce revenues were $1.6 million and
$3.0 million, or 77% and 78% of commerce revenues, for the three and six months
ended June 30, 1999, respectively, compared to $0.4 million and $0.4 million, or
85% and 85% of commerce revenues, for the corresponding periods in 1998.

Operating Expenses

        Product Development and Technology

        Product development and technology expenses consist primarily of
salaries, payroll taxes and benefits and related expenditures for support,
technology, software development and operations personnel. Product development
and technology expenses for the three and six months ended June 30, 1999 were
approximately $1.4 million, or 17% of total revenues, and $3.0 million, or 21%
of total revenues, respectively. Product development and technology expenses
were $0.5 million, or 19% of total revenues, and $1.0 million, or 20% of total
revenues for the corresponding periods in 1998. The increase was primarily
attributable to additional personnel costs related to creating and testing new
channel concepts and tools to be used throughout iVillage's network of Web
sites.


                                       16
<PAGE>

        Sales and Marketing

        Sales and marketing expenses consist primarily of costs related to
distribution agreements, salaries, payroll taxes and benefits for sales and
marketing personnel, commissions, advertising and other marketing-related
expenses and distribution facility expenses related to the iBaby operations.
Distribution facility expenses consist primarily of payroll and related expenses
for personnel engaged in marketing, customer service and distribution activities
as well as equipment and supplies. Sales and marketing expenses for the three
and six months ended June 30, 1999 were approximately $12.3 million, or 152% of
total revenues, and $23.2 million, or 159% of total revenues, respectively.
Sales and marketing expenses were $7.2 million, or 272% of total revenues, and
$12.1 million, or 249% of total revenues, for the comparable periods in 1998.
The dollar increase in sales and marketing expenses between the 1998 and 1999
periods were primarily attributable to iVillage's advertising campaign on the
Internet and television in accordance with its agreement with the National
Broadcasting Company ("NBC"). Sales and marketing expenses as a percentage of
revenues decreased between the 1998 and 1999 periods as result of the growth in
revenues.

        Included in sales and marketing are barter transactions which amounted
to approximately 11% and 12% of total revenues during the three and six months
ended June 30, 1999, respectively, compared to 24% and 25% of total revenues
during the comparable periods in 1998.

        General and Administrative

        General and administrative expenses consist primarily of salaries,
payroll taxes and benefits and related costs for general corporate overhead,
including executive management, finance, facilities, and legal and other
professional fees. General and administrative expenses for the three and six
months ended June 30, 1999 were $3.8 million, or 47% of total revenues, and $7.9
million, or 54% of total revenues, respectively. For the comparable periods in
1998, general and administrative expenses were $2.1 million, or 78% of total
revenue, and $4.2 million, or 87% of total revenues, respectively. The increase
in general and administrative expenses between the 1998 and 1999 periods was
primarily due to an increase in salaries and benefits, recruiting costs and
facilities expenses resulting from an increase in the number of personnel hired
to support the growth of iVillage's business. General and administrative
expenses decreased as a percentage of total revenues as a result of the growth
in revenues in the three and six months ended June 30, 1999 compared to the
comparable periods in 1998.

        Depreciation and Amortization

        Depreciation and amortization expenses for the three and six months
ended June 30, 1999 were $4.7 million, or 58% of total revenues, and $7.5
million, or 52% of total revenues, respectively. For the comparable periods in
1998, depreciation and amortization expenses were $1.4 million, or 53% of total
revenues, and $2.7 million, or 55% of total revenues, respectively. The dollar
increase between the 1998 and 1999 periods was primarily attributable to
increased amortization expense resulting from iVillage's acquisitions of iBaby
and Astrology.Net, as well as depreciation on a greater base of fixed assets
owned by the Company during the 1999 periods.

        Interest Income, Net

        Interest income, net includes interest income from iVillage's cash
balances and interest expenses related to iVillage's financing obligations.
Interest income, net for the three and six


                                       17
<PAGE>

months ended June 30, 1999 was $1.2 million, or 15% of total revenues, and $1.5
million, or 10% of total revenues, respectively. For the comparable periods in
1998, interest income, net was $0.2 million, or 7% of total revenues, and $0.3
million, or 5% of total revenues, respectively. The increase between the 1998
and 1999 periods was primarily due to higher average net cash and cash
equivalents balances resulting primarily from the cash received from the
Company's initial public offering of common stock in March 1999.

        Net Loss

        The Company recorded net losses of $17.1 million and $34.7 million, or
$.72 and $3.98 per share, for the three and six months ended June 30, 1999,
respectively. The Company's net loss per share for the six months ended June 30,
1999 includes a deemed dividend of $23.6 million incurred as a result of the
difference between the purchase price of the Series E Convertible Preferred
Stock sold to NBC during the first quarter of 1999, and the fair market value on
the date of issuance. For the comparable periods in 1998, the Company recorded a
net loss of $11.8 and $20.3 million, respectively.

        Liquidity and Capital Resources

        Until its initial public offering in March 1999, which raised net
proceeds of $91.4 million, iVillage financed its operations primarily through
the private placement of its convertible preferred stock. As of June 30, 1999,
iVillage had approximately $85.3 million in cash and cash equivalents.
Management believes its existing cash balances are sufficient to enable the
company to meet its obligations for at least the next twelve months.

        Net cash used in operating activities increased to $14.1 million and
$26.2 million in the three and six months ended June 30, 1999, respectively,
from $9.1 million and $17.0 million for the three and six months ended June 30,
1998, respectively. The increase in net cash used in operating activities
resulted primarily from increased net losses and the payment of accrued
liabilities. The increased net loss was primarily due to the continued
investment in establishing the Company's brand on the Internet through further
investment in content and technology.

        Net cash used in investing activities was $2.6 million and $12.5 million
in the three and six months ended June 30, 1999, respectively. This compares to
net cash used in investing activities of $1.5 million and $2.7 million for the
three and six months ended June 30, 1998, respectively. The increase in net cash
used in investing activities resulted primarily from the acquisitions of iBaby
and Astrology.Net in the first quarter of 1999 and the acquisitions of OnLine
Psychological Services, Inc and Code Stone Technologies, Inc. during the second
quarter of 1999.

        Net cash provided by financing activities amounted to $1.4 million and
$93.2 million for the three and six months ended June 30, 1999, respectively,
compared to $0.7 million and $32.8 million for the three and six months ended
June 30, 1998, respectively. The increase for the three months ended June 30,
1999 as compared to the comparable period in the prior year was primarily due to
the receipt of a $1.4 million payment on the note receivable from NBC. The
increase for the six months ended June 30, 1999 as compared to the comparable
period in 1998 was primarily due to the receipt of $91.4 million of net proceeds
from the Company's IPO in March 1999.

        iVillage's capital requirements depend on numerous factors, including
(i) market acceptance of iVillage's services, (ii) the amount of resources
iVillage devotes to investments in the


                                       18
<PAGE>

iVillage.com network, including acquisitions of other entities, (iii) the
resources iVillage devotes to marketing, (iv) the resources iVillage devotes to
selling its services and brand promotions, and (v) other factors.

        iVillage has experienced a substantial increase in its expenditures
since its inception. The increase in expenditures is consistent with the growth
in iVillage's operations and staffing. The Company anticipates that it will
continue to evaluate possible investments in businesses, products and
technologies, and continue to expand its sales and marketing programs and
conduct more aggressive brand promotions, any of which could reduce its
liquidity.

        The Company has recently signed a two year lease for approximately
40,000 sq. ft. of warehouse space for iBaby at a facility located in San Diego,
California. The Company has begun the build-out of the warehouse in anticipation
of the termination of the Company's inventory and fulfillment relationship with
Kid's Warehouse, which is effective November 1, 1999.

        Year 2000 Compliance

        Many currently installed computer systems and software products are
coded to accept or recognize only two digit entries in the date code field.
These systems and software products will need to accept four digit entries to
distinguish 21st century dates from 20th century dates. As a result, computer
systems and/or software used by many companies and governmental agencies may
need to be upgraded to comply with such Year 2000 requirements or risk system
failure or miscalculations causing disruptions of normal business activities.

        State of Readiness

        iVillage is engaged in an ongoing assessment of the Year 2000 readiness
of its operating, financial and administrative systems, including the hardware
and software that support iVillage's systems. iVillage's assessment plan
consists of: quality assurance testing of its internally developed proprietary
software; contacting third-party vendors and licensors of material hardware,
software and services that are both directly and indirectly related to the
delivery of iVillage's services to its users; contacting vendors of third-party
systems; assessing repair and replacement requirements; implementing repair or
replacement; and if deemed necessary or appropriate creating contingency plans
in the event of Year 2000 failures. iVillage has engaged Keane, Inc., a
consulting firm with Year 2000 experience, to assist iVillage with its Year 2000
compliance program.

        iVillage's Year 2000 task force has conducted an inventory of and
developed testing procedures for all software and other systems that it believes
might be affected by Year 2000 issues. Since third parties developed and
currently support many of the systems that iVillage uses, a significant part of
this effort will be to ensure that these third-party systems are Year 2000
compliant. iVillage plans to confirm this compliance through a combination of
the representation by these third parties of their products' Year 2000
compliance, as well as specific testing of these systems. iVillage plans to
complete this process prior to the end of the third quarter of 1999. Until such
testing is completed and such vendors and providers are contacted, iVillage will
not be able to completely evaluate whether its systems will need to be revised
or replaced.


                                       19
<PAGE>

        Costs

        Through June 30, 1999, iVillage has spent approximately $215,000 on Year
2000 compliance issues and expects to incur an additional $85,000 in connection
with identifying, evaluating and addressing Year 2000 compliance issues. Most of
iVillage's expenses have related to, and are expected to continue to relate to,
the operating costs associated with time spent by employees and consultants in
the evaluation process and Year 2000 compliance matters generally. Such
expenses, if higher than anticipated, could have a material adverse effect on
iVillage's business, results of operations and financial condition.

        Risks

        iVillage is not currently aware of any Year 2000 compliance problems
relating to its systems that would have a material adverse effect on iVillage's
business, results of operations and financial condition, without taking into
account iVillage's efforts to avoid or fix such problems. There can be no
assurance that iVillage will not discover Year 2000 compliance problems in its
systems that will require substantial revision. In addition, there can be no
assurance that third-party software, hardware or services incorporated into
iVillage's material systems will not need to be revised or replaced, all of
which could be time-consuming and expensive. The failure of iVillage to fix or
replace its internally developed proprietary software or third-party software,
hardware or services on a timely basis could result in lost revenues, increased
operating costs, the loss of customers and other business interruptions, any of
which could have a material adverse effect on iVillage's business, results of
operations and financial condition. Moreover, the failure to adequately address
Year 2000 compliance issues in its internally developed proprietary software
could result in claims of mismanagement, misrepresentation, or breach of
contract and related litigation, which could be costly and time-consuming to
defend.

        iVillage is heavily dependent on a significant number of third-party
vendors to provide both network services and equipment. A significant Year
2000-related disruption of the network, services or equipment that third-party
vendors provide to iVillage could cause iVillage's members and visitors to
consider seeking alternate providers or cause an unmanageable burden on its
technical support, which in turn could materially and adversely affect
iVillage's business, financial condition and results of operations.

        In addition, there can be no assurance that governmental agencies,
utility companies, Internet access companies, third-party service providers and
others outside of iVillage's control will be Year 2000 compliant. The failure by
such entities to be Year 2000 compliant could result in a systemic failure
beyond the control of iVillage, such as a prolonged Internet, telecommunications
or electrical failure, which could also prevent iVillage from delivering its
services to its customers, decrease the use of the Internet or prevent users
from accessing its Web sites which could have a material adverse effect on
iVillage's business, results of operations and financial condition.

        Contingency Plan

        As discussed above, iVillage is engaged in an ongoing Year 2000
assessment and has not yet developed any contingency plans. The results of
iVillage's Year 2000 simulation testing and the responses received from
third-party vendors and service providers will be taken into account in
determining the nature and extent of any contingency plans.


                                       20
<PAGE>

Risk Factors That May Affect Results of Operations and Financial Condition

        The Company has a limited operating history and may face difficulties
        encountered by early stage companies in new and rapidly evolving
        markets.

        The Company has a limited operating history and faces many of the risks
and difficulties frequently encountered by early stage companies in new and
rapidly evolving markets, including the Internet advertising market. These risks
include the Company's ability to: (i) attract a larger audience to the Company's
online network; (ii) increase awareness of the Company's brand; (iii) strengthen
user-loyalty; (iv) offer compelling content; (v) maintain the Company's current,
and develop new, strategic relationships; (vi) attract a large number of
advertisers from a variety of industries; (vii) respond effectively to
competitive pressures; (viii) continue to develop and upgrade the Company's
technology; and (ix) attract, retain and motivate qualified personnel.

        iVillage lacks significant revenues and has recent and anticipated
        continuing losses.

        The Company has not achieved profitability and expects to continue to
incur operating losses for the foreseeable future. iVillage incurred net losses
of $11.3 million for the period from July 1995 (inception) through December 31,
1996, $21.3 million for the year ended December 31, 1997, $43.7 million for the
year ended December 31, 1998 and $34.7 million for the six months ended June 30,
1999. As of June 30, 1999 and December 31, 1998, the Company's accumulated
deficit was $134.5 million and $76.3 million, respectively. The Company expects
to continue to incur significant operating and capital expenditures and, as a
result, the Company will need to generate significant revenues to achieve and
maintain profitability.

        Although the Company's revenues have grown in recent quarters, the
Company cannot guarantee that it will achieve sufficient revenues for
profitability. Even if the Company does achieve profitability, the Company
cannot guarantee that it can sustain or increase profitability on a quarterly or
annual basis in the future. If revenues grow slower than the Company
anticipates, or if operating expenses exceed the Company's expectations or
cannot be adjusted accordingly, the Company's business, results of operations
and financial condition will be materially and adversely affected. Because the
Company's strategy includes acquisitions of other businesses, acquisition
expenses and any cash used to make these acquisitions will reduce the Company's
available cash.

        iVillage is dependent on barter transactions which do not generate cash
        revenue.

        Revenues from barter transactions represented approximately 20% and 12%
of total revenues for the year ended December 31, 1998 and the six months ended
June 30, 1999, respectively. Barter revenues may continue to represent a
significant portion of the Company's total revenues in future periods. Barter
transactions do not generate any cash revenues and are entered into by the
Company to promote its brand and generate traffic to its Web sites, without any
expenditure of its cash resources.

        The Company may not be able to integrate the operations from its recent
        and future acquisitions.

        As part of the Company's business strategy, the Company has completed
and expects to enter into additional business combinations and acquisitions,
such as the Company's February 1999 acquisition of Astrology.Net and June 1999
acquisitions of Online Psychological Services, Inc. and


                                       21
<PAGE>

Code Stone Technologies, Inc., as well as its proposed acquisition of Lamaze
Publishing. Acquisition transactions are accompanied by a number of risks,
including, among other things: (i) the difficulty of assimilating the operations
and personnel of the acquired companies; (ii) the potential disruption of the
Company's ongoing business; (iii) the inability of management to maximize the
financial and strategic position of the Company through the successful
incorporation of acquired technology, content and rights into the Company's
products and media properties; (iv) expenses associated with the transactions;
(v) additional expenses associated with amortization of acquired intangible
assets; (vi) the maintenance of uniform standards, controls, procedures and
policies; (vii) the impairment of relationships with employees and customers as
a result of any integration of new management personnel; and (viii) the
potential unknown liabilities associated with acquired businesses. The Company's
failure to adequately address these issues could have a material adverse effect
on its business, results of operations and financial condition.

        The Company's proposed acquisition of Lamaze Publishing poses a number
        of risks that could materially adversely affect its business strategy.

        The proposed acquisition of Lamaze Publishing is the Company's first
acquisition of a non-Internet company. There are a number of risks in operating
Lamaze Publishing, including (i) competitiveness of the media and publishing
industry; (ii) the Company's inexperience in operating a multi-media publishing
company; (iii) its ability to sell advertising and sponsorships on its Web sites
and in Lamaze Publishing's magazines, videos and the Newborn Channel; (iv) the
Company's ability to commercialize and protect the Lamaze Publishing mark; and
(v) the Company's ability to build and market Lamaze Publishing.com.

        iVillage's quarterly revenues and operating results are not indicative
        of future performance and are difficult to forecast.

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

        The Company's revenues for the foreseeable future will remain dependent
on user traffic levels and advertising activity on the Company's web sites. Such
future revenues are difficult to forecast. In addition, the Company plans to
increase its sales and marketing operations and to expand and develop content.
The Company also plans to upgrade and enhance its technology and infrastructure
development in order to support its growth. The Company may be unable to adjust
spending quickly enough to offset any unexpected revenue shortfall.

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


                                       22
<PAGE>

        Seasonal and cyclical patterns may affect the Company's business.

        The Company believes that advertising sales in traditional media, such
as television and radio, generally are lower in the first and third calendar
quarters of each year. If the Company's market makes the transition from an
emerging to a more developed market, seasonal and cyclical patterns may develop
in the future. As a result, if the Company's industry follows the same seasonal
patterns as those in traditional media, the Company may experience lower
advertising revenues in the first and third calendar quarter of each year.
Seasonal and cyclical patterns in Internet advertising may also affect the
Company's revenues. In addition, traffic levels on the Company's Web sites
typically fluctuate during the summer and year-end vacation and holiday periods
and the Company anticipates that sales from iBaby, and any other future consumer
goods the Company may sell, will typically increase during the fourth quarter as
a result of the holiday season and may decline during other periods.

        The market for Internet advertising is uncertain.

        The Company expects to derive a substantial portion of its revenues from
sponsorships and advertising for the foreseeable future, and demand and market
acceptance for Internet advertising solutions are uncertain.

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

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

        The Company may be unable to adequately measure the demographics of its
        user base and delivery of advertisements on its Web sites.

        It is important to the Company's advertisers that the Company accurately
measure the demographics of its user base and the delivery of advertisements on
its Web sites. The Company depends on third parties to provide certain of these
measurement services. If they are unable to provide these services in the
future, the Company would need to perform them or obtain them from another
provider. This could cause the Company to incur additional costs or cause
interruptions in its business until such services are replaced. The Company is
currently implementing additional systems designed to record demographic data
related to its users. If these systems are not implemented successfully, the
Company may not be able to accurately evaluate the demographic characteristics
of its users. Companies may choose not to advertise on the Company's Web sites
or


                                       23
<PAGE>

may pay less for advertising if they perceive that the Company's demographics
measurements are not reliable.

        The Company is currently experiencing a period of significant growth
        which is placing a significant strain on its resources.

        If the Company is unable to manage its growth effectively, its business
could be adversely affected. The Company has experienced and is continues to
experience significant growth, both internally and through acquisitions. This
growth has placed, and the Company's anticipated future growth in its operations
will continue to place, a significant strain on its resources. As part of this
growth, the Company will have to implement new operational and financial
systems, procedures and controls.

        Several members of senior management have only recently joined the
        Company.

        Several members of the Company's senior management joined the Company in
1998 and 1999 and have not previously worked together. As a result, the
Company's senior managers are becoming integrated as a management team and may
not work together effectively as a team to successfully manage the Company's
growth.

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

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

        AOL investments may result in conflicts of interest for AOL that are
        adverse to the Company.

        AOL has invested in Oxygen Media, Inc., a new Internet and television
company that is developing cable and interactive content for women and children.
In addition, Oxygen Media has acquired from AOL the assets of electra.com, an
online women's network, and Thrive Partners LLC, the operator of
thriveonline.com, a health site. In addition, AOL has invested in Excite, Inc.
and, in November 1998, acquired Netscape Communications Corp. The relationship
between AOL and Oxygen Media and AOL and other internet companies may result in
potential conflicts of interest for AOL, which may not be resolved in the
Company's favor.

        The Company has a small number of customers and the loss of a number of
        these customers could adversely affect its financial condition and
        results of operations.

        The Company depends on a limited number of customers for a significant
portion of its revenues. Consequently, the loss of even a small number of these
customers at any one time may


                                       24
<PAGE>

adversely affect the Company's business, financial condition and results of
operations. Although no advertiser accounted for more than 10% of total revenues
for the year ended December 31, 1998 or the six months ended June 30, 1999, the
Company's five largest advertisers accounted for 17% and 22% of total revenues,
respectively. At December 31, 1998, one advertiser accounted for 11% of net
accounts receivable.

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

        The Company may be sued for information retrieved from the Web.

        The Company may be subject to claims for defamation, negligence,
copyright or trademark infringement, personal injury or other legal theories
relating to the information the Company publishes on its Web sites. These types
of claims have been brought, sometimes successfully, against online services as
well as other print publications in the past. The Company could also be
subjected to claims based upon the content that is accessible from its Web sites
through links to other Web sites or through content and materials that may be
posted by members in chat rooms or bulletin boards. The Company also offers
e-mail services, which may subject it to potential risks, such as liabilities or
claims resulting from unsolicited e-mail, lost or misdirected messages, illegal
or fraudulent use of e-mail or interruptions or delays in e-mail service. The
Company's insurance, which covers commercial general liability, may not
adequately protect the Company against these types of claims.

        The Company may incur potential product liability for products sold over
        the Internet.

        Consumers may sue the Company if any of the products that the if it
sells online are defective, fail to perform properly or injure the user. To
date, the Company has had very limited experience in the sale of products online
and the development of relationships with manufacturers or suppliers of such
products. The Company plans to develop a range of products targeted specifically
at women through the Company's iBaby and iMaternity sites, Astrology.Net and
other e-commerce sites that the Company may acquire in the future. The Company
also may foster relationships with manufacturers or companies to offer such
products directly on iVillage.com. Such a strategy involves numerous risks and
uncertainties. Although the Company's agreements with manufacturers typically
contain provisions intended to limit the Company's exposure to liability claims,
these limitations may not prevent all potential claims. Liability claims could
require the Company to spend significant time and money in litigation or to pay
significant damages. As a result, any such claims, whether or not successful,
could seriously damage the Company's reputation and business.

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

        The number of Web sites competing for the attention and spending of
members, users and advertisers has increased and the Company expects it to
continue to increase.


                                       25
<PAGE>

        The Company's Web sites compete for members, users and advertisers with
the following types of companies: (i) online services or Web sites targeted at
women, such as Women.com Networks, Oxygen Media's Web sites, and Time Warner's
and Advance Publication's proposed Web site for women; (ii) Web search and
retrieval and other online service companies, commonly referred to as portals,
such as Excite, Inc., Infoseek Corporation, Lycos, Inc. and Yahoo! Inc.; (iii)
e-commerce companies such as eToys, Inc. and its wholly-owned subsidiary,
BabyCenter, Inc.; and (iv) publishers and distributors of traditional media,
such as television, radio and print.

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

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

        The Company's uncertain sales cycles could adversely affect its
        business.

        The time between the date of initial contact with a potential advertiser
or sponsor and the execution of a contract with such advertiser or sponsor is
often lengthy, typically ranging from six weeks for smaller agreements to nine
months for larger agreements, and is subject to delays over which the Company
has little or no control, including (i) advertisers' and sponsors' budgetary
constraints; (ii) advertisers' and sponsors' internal acceptance reviews; (iii)
the success and continued internal support of advertisers' and sponsors' own
development efforts; and (iv) the possibility of cancellation or delay of
projects by advertisers or sponsors.

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

        The Company's business is dependent on its Chief Executive Officer and
        Editor-in-Chief.

        The Company's future success depends to a significant extent on the
continued services of its senior management and other key personnel,
particularly Candice Carpenter, Chief Executive Officer, and Nancy Evans,
Editor-in-Chief. The Company has no employment agreements with either of these
executives and does not maintain "key person" life insurance for any of its
personnel, other than Ms. Carpenter. The loss of the services of Mdmes.
Carpenter or Evans, or other key employees, would likely have a significantly
detrimental effect on the Company's business.

        Competition for personnel in the Internet industry is intense.

        The Company may be unable to retain its key employees or attract,
assimilate or retain other highly qualified employees in the future. The Company
has from time to time in the past


                                       26
<PAGE>

experienced, and expects to continue to experience in the future, difficulty in
hiring and retaining highly skilled employees with appropriate qualifications as
a result of the Company's rapid growth and expansion. In addition, there is
significant competition for qualified employees in the Internet industry. As a
result, the Company incurred increased salaries, benefits and recruiting
expenses during 1998 and 1999. If the Company does not succeed in attracting new
personnel or retaining and motivating the Company's current personnel, its
business will be adversely affected.

        The Company is dependent on continued growth in use of the Internet.

        The Company's market is new and rapidly evolving. The Company's business
would be adversely affected if Internet usage does not continue to grow,
particularly usage by women. A number of factors may inhibit Internet usage,
including (i) inadequate network infrastructure, (ii) security concerns, (iii)
inconsistent quality of service, (iv) lack of availability of cost-effective,
high-speed service, and (v) consumers returning to traditional or alternative
sources for information, shopping and services.

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

        The Company may be unable to respond to the rapid technological change
        in its industry.

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

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

        There are currently few laws or regulations that specifically regulate
communications or commerce on the Internet. However, laws and regulations may be
adopted in the future that address issues such as user privacy, pricing,
content, copyrights, distribution, antitrust matters and the characteristics and
quality of products and services. For example, the Telecommunications Act sought
to prohibit transmitting various types of information and content over the
Internet. Several telecommunications companies have petitioned the Federal
Communications Commission to regulate Internet service providers and online
service providers in a manner similar to long distance telephone carriers and to
impose access fees on those companies. This could increase the cost of


                                       27
<PAGE>

transmitting data over the Internet. Moreover, it may take years to determine
the extent to which existing laws relating to issues such as property ownership,
obscenity, libel and personal privacy are applicable to the Internet or the
application of laws and regulations from jurisdictions whose laws do not
currently apply to the Company's business. Any new laws or regulations relating
to the Internet could adversely affect the Company's business.

        In addition, it has been reported that the Labor Department has recently
begun an investigation of the use of volunteers on Web sites. The Company
utilizes volunteers as Web site community leaders and there can be no assurance
that new government regulations will not require the Company to cease using
volunteers or, alternatively, treat them as employees.

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

        The Company's systems may fail or experience a slow down and its users
        depend on others for access to the Company's Web sites.

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

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

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


                                       28
<PAGE>

        The Company may not be able to deliver various services if third parties
        fail to provide reliable software, systems and related services to the
        Company.

        The Company is dependent on various third parties for software, systems
and related services. For example, the Company relies on Doubleclick Inc.'s
software for the placement of advertisements and WhoWhere? Inc. for personal
home pages and e-mail. Several of the third parties that provide software and
services to the Company have a limited operating history, have relatively
immature technology and are themselves dependent on reliable delivery of
services from others. As a result, the Company's ability to deliver various
services to its users may be adversely affected by the failure of these third
parties to provide reliable software, systems and related services to the
Company.

        The Company may be liable if third parties misappropriate its users'
        personal information.

        If third parties were able to penetrate the Company's network security
or otherwise misappropriate its users' personal information or credit card
information, the Company could be subject to liability arising from claims
related to, among other things, (i) unauthorized purchases with credit card
information, impersonation or other similar fraud claims or (ii) other misuse of
personal information, such as for unauthorized marketing purposes. In addition,
the Federal Trade Commission and state agencies have been investigating various
Internet companies regarding their use of personal information. The Company
could incur additional expenses if new regulations regarding the use of personal
information are introduced or if the Company's privacy practices are
investigated.

        Internet security concerns could hinder e-commerce.

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

        Satellite transmissions over the Newborn Channel may be interrupted.

        Lamaze Publishing is the operator of the Newborn Channel, a satellite
television network broadcast in over 800 hospitals in the United States. There
is a risk that the satellite from which the transmission is sent may
malfunction, interrupting Lamaze Publishing's broadcasts. In the event this
occurs, there may be a period of time before Lamaze Publishing can transmit to
and from another satellite. Any interruption in Lamaze Publishing's ability to
transmit the Newborn Channel could have an adverse impact on its business. In
addition, extreme adverse weather could damage receivers and transmitters on the
ground, thereby hindering transmissions.

        Consumer protection privacy regulations could impair the Company's
        ability to obtain information about its users.

        The Company's network captures information regarding its members in
order to tailor content to them and assist advertisers in targeting their
advertising campaigns to particular demographic groups. However, privacy
concerns may cause users to resist providing the personal


                                       29
<PAGE>

data necessary to support this tailoring capability. Even the perception of
security and privacy concerns, whether or not valid, may indirectly inhibit
market acceptance of the Company's network. In addition, legislative or
regulatory requirements may heighten these concerns if businesses must notify
Internet users that the data may be used by marketing entities to direct product
promotion and advertising to the user. Other countries and political entities,
such as the European Economic Community, have adopted such legislation or
regulatory requirements. If consumer privacy concerns are not adequately
addressed, the Company's business, financial condition and results of operations
could be materially harmed.

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

        Possible infringement of intellectual property rights could harm the
        Company's business.

        The Company cannot be certain that the steps it has taken to protect its
intellectual property rights will be adequate or that third parties will not
infringe or misappropriate its proprietary rights. Any such infringement or
misappropriation could have a material adverse effect on the Company's future
financial results. In addition, the Company may from time to time become
involved in intellectual property disputes with third parties which may not
result in a favorable outcome for the Company.

        The Company could be subject to possible infringement actions based upon
        its use of domain names, its content and content licensed from others.

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

        The Company is involved in litigation with a former employee which may
        be costly and divert the efforts and attention of its management

        On January 8, 1999, a complaint was filed in the Chancery Court for
Williamson County, Tennessee by a former employee against the Company and three
of its officers. The complaint was


                                       30
<PAGE>

subsequently amended to withdraw all claims against two of those officers. The
complaint alleges breach of an alleged employment agreement and fraudulent
inducement to accept a job in New York and to move from Tennessee to New Jersey.
In addition to unspecified damages, the complaint seeks an award of options to
purchase 100,000 shares of common stock. In addition, there is pending a motion
by the plaintiff for leave to add as new plaintiffs two former executives who
allege that the Company breached certain obligations to them and seek an award
of 560,000 stock options in the aggregate. The Company believes that the suit
and the proposed new claims are without merit and it is vigorously defending
against these claims. This litigation, whether or not determined in the
Company's favor or settled by the Company, may be costly and may divert the
efforts and attention of its management from normal business operations.

        Failure of computer systems and software products to be year 2000
        compliant could negatively impact the Company's business.

        Many currently installed computer systems and software products only
accept two digits to identify the year in any date. Thus, the year 2000 will
appear as "00", which the system might consider to be the year 1900 rather than
the year 2000. This could result in system failures, delays or miscalculations
causing disruptions to the Company's operations. The failure of systems
maintained by third parties to be Year 2000 compliant could cause the Company to
incur significant expense to remedy any problems, reduce its revenues from such
third parties or otherwise seriously damage the Company's business. A
significant Year 2000-related disruption of the network services or equipment
that third-party vendors provide to the Company could also cause the Company's
members or visitors to consider seeking alternate providers or cause an
unmanageable burden on the Company's technical support.

        The Company's failure to correct a material Year 2000 problem could
result in an interruption in, or a failure of, some of its normal business
activities or operations.

                                    PART II
                               OTHER INFORMATION

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

        (a)    Exhibits

        2.1    Agreement and Plan of Reorganization, dated as of June 30, 1999,
               by and among the Company, OnlinePsych Acquisition Corporation,
               Online Psychological Services, Inc. ("Online Psych") and the
               stockholders of Online Psych. (incorporated by reference to
               Exhibit 2.1 to the Company's Current Report on Form 8-K filed
               on July 14, 1999)

        2.2    Agreement and Plan of Reorganization, dated as of June 30, 1999,
               by and among the Company, Code Stone Acquisition Corporation,
               Code Stone Technologies, Inc. ("Code Stone") and the sole
               stockholder of Code Stone (incorporated by reference to Exhibit
               2.2 to the Company's Current Report on Form 8-K filed on July
               14, 1999)

        2.3    Agreement and Plan of Reorganization, dated as of July 13, 1999,
               by and among iVillage Inc., LPC Acquisition Corporation, Lamaze
               Publishing Company, Inc. ("LPC"), and the shareholders of LPC


                                       31
<PAGE>

        11     Statement re: computation of earnings per share

        27     Financial Data Schedule

        (b)    A Form 8-K Report was filed on May 4, 1999, reporting under Item
               7 and including financial statements for the two years ended
               December 31, 1998 for KnowledgeWeb, Inc., a subsidiary of the
               Company.


                                       32
<PAGE>

Signatures

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            iVILLAGE INC.

                                               (Registrant)

Dated: August 13, 1999                      By:    /s/ Candice Carpenter
                                               ---------------------------------
                                                   Candice Carpenter
                                                   Chief Executive Officer

Dated: August 13, 1999                      By:    /s/ Craig T. Monaghan
                                               ---------------------------------
                                                   Craig T. Monaghan
                                                   Chief Financial Officer

Dated: August 13, 1999                      By:    /s/ Scott Levine
                                               ---------------------------------
                                                   Scott Levine
                                                   VP Controller
                                                   and Chief Accounting Officer


                                       33
<PAGE>

                                 EXHIBIT INDEX

        Exhibits
        --------
        2.1    Agreement and Plan of Reorganization, dated as of June 30, 1999,
               by and among the Company, OnlinePsych Acquisition Corporation,
               Online Psychological Services, Inc. ("Online Psych") and the
               stockholders of Online Psych. (incorporated by reference to
               Exhibit 2.1 to the Company's Current Report on Form 8-K filed
               on July 14, 1999)

        2.2    Agreement and Plan of Reorganization, dated as of June 30, 1999,
               by and among the Company, Code Stone Acquisition Corporation,
               Code Stone Technologies, Inc. ("Code Stone") and the sole
               stockholder of Code Stone (incorporated by reference to Exhibit
               2.2 to the Company's Current Report on Form 8-K filed on July
               14, 1999)

        2.3    Agreement and Plan of Reorganization, dated as of July 13, 1999,
               by and among iVillage Inc., LPC Acquisition Corporation, Lamaze
               Publishing Company, Inc., ("LPC"), and the shareholders of LPC

        11     Statement re: computation of earnings per share

        27     Financial Data Schedule


                                       34