================================================================================


                       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 September 30, 2004

                                       or

[ ]  Transition Report Pursuant to Section 13 or 15 (d) of the Securities
     Exchange Act of 1934 for the transition period from _________ to _________


                        Commission file number: 000-26393


                            JUPITERMEDIA CORPORATION
             (Exact name of Registrant as specified in its charter)


           Delaware                                      06-1542480
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


       23 OLD KINGS HIGHWAY SOUTH
          DARIEN, CONNECTICUT                                      06820
----------------------------------------                        ----------
(Address of principal executive offices)                        (Zip Code)


                                 (203) 662-2800
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
         (Former name, former address and former fiscal year, if changed
                               since last report)


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 by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ]  No [X]

The number of outstanding shares the Registrant's common stock, par value $.01
per share, as of November 5, 2004 was 32,135,590.
================================================================================
<PAGE>

                            JUPITERMEDIA CORPORATION

                                      INDEX

                                                                           PAGE
                                                                           ----
PART I.  Financial Information

Item 1.  Financial Statements

         Unaudited Consolidated Condensed Balance Sheets -
          December 31, 2003 and September 30, 2004                           3

         Unaudited Consolidated Condensed Statements of Operations -
          For the Three Months and Nine Months Ended September 30,
          2003 and 2004                                                      4

         Unaudited Consolidated Condensed Statements of Cash Flows -
          For the Nine Months Ended September 30,
          2003 and 2004                                                      5

         Notes to Consolidated Condensed Financial Statements                6

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                          14

Item 3.  Quantitative and Qualitative Disclosures About Market Risk         28

Item 4.  Controls and Procedures                                            29

PART II. Other Information

Item 1.  Legal Proceedings                                                  30

Item 2.  Changes in Securities                                              31

Item 3.  Defaults Upon Senior Securities                                    31

Item 4.  Submission of Matters to a Vote of Security Holders                31

Item 5.  Other Information                                                  31

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

Signatures                                                                  33


                                        2
<PAGE>

                            JUPITERMEDIA CORPORATION
                 UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS
                    DECEMBER 31, 2003 AND SEPTEMBER 30, 2004
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE><CAPTION>


                                                                                 DECEMBER 31,         SEPTEMBER 30,
                                     ASSETS                                          2003                 2004
                                                                                 ------------         ------------
<S>                                                                              <C>                  <C>
Current assets:
    Cash and cash equivalents                                                    $      9,567         $     32,707
    Accounts receivable, net of allowances of $948 and $533, respectively              10,281               10,293
    Unbilled accounts receivable                                                        1,012                1,185
    Prepaid expenses and other                                                          2,124                2,026
                                                                                 ------------         ------------
          Total current assets                                                         22,984               46,211

Property and equipment, net of accumulated depreciation
  of $8,674 and $9,046, respectively                                                    1,488                1,629
Intangible assets, net                                                                  8,130               17,307
Goodwill                                                                               21,760               38,428
Investments and other assets                                                            1,676                1,236
                                                                                 ------------         ------------
          Total assets                                                           $     56,038         $    104,811
                                                                                 ============         ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                             $      1,494         $      1,551
    Accrued payroll and related expenses                                                2,482                1,973
    Accrued expenses and other                                                          4,151                5,185
    Deferred revenues                                                                   9,211               10,781
                                                                                 ------------         ------------
          Total current liabilities                                                    17,338               19,490

Long-term liabilities                                                                     341                  254
Deferred revenues                                                                        --                    379
Deferred tax liabilities                                                                 --                    112
                                                                                 ------------         ------------
          Total liabilities                                                            17,679               20,235
                                                                                 ------------         ------------

Stockholders' equity:
    Preferred stock, $.01 par value, 4,000,000 shares authorized,
      no shares issued                                                                   --                   --
    Common stock, $.01 par value, 75,000,000 shares authorized,
      25,984,130 and 32,039,316 shares issued at December 31,
      2003 and September 30, 2004, respectively                                           260                  320
    Additional paid-in capital                                                        177,629              213,524
    Accumulated deficit                                                              (139,427)            (129,222)
    Treasury stock, 65,000 shares at cost                                                (106)                (106)
    Accumulated other comprehensive income                                                  3                   60
                                                                                 ------------         ------------
         Total stockholders' equity                                                    38,359               84,576
                                                                                 ------------         ------------
         Total liabilities and stockholders' equity                              $     56,038         $    104,811
                                                                                 ============         ============
</TABLE>

                 See notes to consolidated financial statements

                                        3
<PAGE>

                            JUPITERMEDIA CORPORATION
            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2004
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE><CAPTION>
                                                         THREE MONTHS ENDED                NINE MONTHS ENDED
                                                            SEPTEMBER 30,                     SEPTEMBER 30,
                                                     -------------------------         -------------------------
                                                       2003             2004             2003             2004
                                                     --------         --------         --------         --------
<S>                                                  <C>              <C>              <C>              <C>
Revenues                                             $ 13,328         $ 18,774         $ 31,793         $ 50,973
Cost of revenues                                        6,122            6,478           15,302           19,045
                                                     --------         --------         --------         --------

Gross profit                                            7,206           12,296           16,491           31,928
                                                     --------         --------         --------         --------

Operating expenses:
     Advertising, promotion and selling                 4,046            3,932           10,307           12,057
     General and administrative                         1,495            2,704            4,873            7,381
     Depreciation                                         407              129            1,108              594
     Amortization                                         517              360            1,013            1,477
                                                     --------         --------         --------         --------
Total operating expenses                                6,465            7,125           17,301           21,509
                                                     --------         --------         --------         --------

Operating income (loss)                                   741            5,171             (810)          10,419

Income on investments and other, net                       30                5               29              124
Interest income                                            23               55              174               82
Interest expense                                          (10)             (39)             (10)            (101)
                                                     --------         --------         --------         --------

Income (loss) before income taxes, minority
  interests and equity loss from venture
  fund investments and other, net                         784            5,192             (617)          10,524

Provision for income taxes                               --                  5             --                145
Minority interests                                         12              (20)              22              (57)
Equity loss from venture fund investments and
  other, net                                             (143)            (108)            (193)            (117)
                                                     --------         --------         --------         --------
Net income (loss)                                    $    653         $  5,059         $   (788)        $ 10,205
                                                     ========         ========         ========         ========

Basic net income (loss) per share                    $   0.03         $   0.16         $  (0.03)        $   0.36
                                                     ========         ========         ========         ========

Basic weighted average number of common
  shares outstanding                                   25,800           31,382           25,463           28,448
                                                     ========         ========         ========         ========

Diluted net income (loss) per share                  $   0.02         $   0.15         $  (0.03)        $   0.33
                                                     ========         ========         ========         ========

Diluted weighted average number of common
   shares outstanding                                  27,496           34,141           25,463           30,815
                                                     ========         ========         ========         ========
</TABLE>

                 See notes to consolidated financial statements.

                                        4
<PAGE>

                            JUPITERMEDIA CORPORATION
            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2004
                                 (IN THOUSANDS)
<TABLE><CAPTION>
                                                                                         NINE MONTHS ENDED
                                                                                           SEPTEMBER 30,
                                                                                    -------------------------
                                                                                      2003             2004
                                                                                    --------         --------
<S>                                                                                 <C>              <C>
Cash flows from operating activities:
     Net income (loss)                                                              $   (788)        $ 10,205
     Adjustments to reconcile net income (loss) to net cash
      provided by operating activities:
        Depreciation and amortization                                                  2,121            2,071
        Barter transactions, net                                                        (684)            --
        Provision (benefit) for losses on accounts receivable                             40             (388)
        Minority interests                                                               (22)              57
        Equity loss from venture fund investments and other, net                         193              117
        Income on investments and other, net                                             (29)            (124)
     Changes in current assets and liabilities (net of businesses acquired):
        Accounts receivable                                                              861            1,411
        Unbilled accounts receivable                                                   1,169             (173)
        Prepaid expenses and other                                                      (668)             199
        Accounts payable and accrued expenses                                         (1,447)            (398)
        Deferred revenues                                                               (380)           1,917
                                                                                    --------         --------
            Net cash provided by operating activities                                    366           14,894
                                                                                    --------         --------

Cash flows from investing activities:
     Additions to property and equipment                                                (211)            (269)
     Acquisitions of businesses and other                                            (17,016)         (27,233)
     Proceeds from sales of assets and other                                              94              191
     Distribution from internet.com venture funds                                       --                148
                                                                                    --------         --------
            Net cash used in investing activities                                    (17,133)         (27,163)
                                                                                    --------         --------

Cash flows from financing activities:
     Proceeds from issuance of common stock, net                                        --             30,340
     Borrowings under credit facilities                                                 --             13,000
     Repayment of borrowings under credit facilities                                    --            (13,000)
     Proceeds from exercise of stock options                                             305            5,069
                                                                                    --------         --------
            Net cash provided by financing activities                                    305           35,409
                                                                                    --------         --------

Net increase (decrease) in cash and cash equivalents                                 (16,462)          23,140
Cash and cash equivalents, beginning of period                                        25,451            9,567
                                                                                    --------         --------
Cash and cash equivalents, end of period                                            $  8,989         $ 32,707
                                                                                    ========         ========

Supplemental disclosures of cash flow:
        Cash paid for income taxes                                                  $   --           $   --
                                                                                    ========         ========
        Cash paid for interest                                                      $     10         $     13
                                                                                    ========         ========

Non-cash investing activities:
         Common stock issued for acquisitions                                       $  1,771         $    541
                                                                                    ========         ========
</TABLE>

                 See notes to consolidated financial statements.

                                        5
<PAGE>

                            JUPITERMEDIA CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


1. THE COMPANY

     Jupitermedia is a global provider of original online information, images,
research and events for information technology ("IT"), business and creative
professionals. JupiterWeb, the online division of Jupitermedia, operates four
distinct online networks: internet.com and EarthWeb.com for IT and business
professionals; DevX.com for developers; and ClickZ.com for interactive
marketers. JupiterImages is a Web-based image resource serving creative
professionals with products like Comstock Images, Thinkstock Images, Thinkstock
Footage, Photos.com and Clipart.com. Jupitermedia also includes JupiterResearch,
an international market research and advisory organization specializing in
business and technology market research and JupiterEvents, which produces
offline conferences and trade shows focused on IT and business-specific topics.

2. BASIS OF PRESENTATION

     The accompanying unaudited consolidated condensed financial statements have
been prepared from the books and records of Jupitermedia in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States of America for
complete financial statements. The consolidated statements of operations for the
three and nine months ended September 30, 2004 are not necessarily indicative of
the results to be expected for the full year. These unaudited consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto for the year ended December 31, 2003
included in Jupitermedia's Annual Report on Form 10-K for the year ended
December 31, 2003. In the opinion of management, all adjustments considered
necessary for a fair presentation of the results for the interim periods
presented have been reflected in such consolidated financial statements.

     The consolidated financial statements include the accounts of Jupitermedia
and its majority-owned and wholly-owned subsidiaries. Certain reclassifications
have been made to the prior year financial statements to conform to the current
year presentation. All intercompany transactions have been eliminated.

3. STOCK BASED COMPENSATION

     Jupitermedia grants stock options with an exercise price equal to the fair
value of the shares at the date of grant. Jupitermedia accounts for stock option
grants in accordance with Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees", and accordingly, recognizes no
compensation expense for such grants. If Jupitermedia determined compensation
cost for its stock options based on the fair value at the date of grant under
the provisions of Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock-Based Compensation", its pro forma net income (loss) and
net income (loss) per share would be as follows (in thousands, except per share
amounts):

                                        6
<PAGE>
<TABLE><CAPTION>
                                                           THREE MONTHS ENDED              NINE MONTHS ENDED
                                                              SEPTEMBER 30,                  SEPTEMBER 30,
                                                       -------------------------       -------------------------
                                                          2003           2004             2003           2004
                                                       ----------     ----------       ----------     ----------
<S>                                                    <C>            <C>              <C>            <C>
     Net income (loss)                                 $      653     $    5,059       $     (788)    $   10,205
        Deduct: Total stock-based employee
           compensation expense determined under
           fair value based method for all awards          (1,175)        (1,009)          (3,797)        (1,926)
                                                       ----------     ----------       ----------     ----------
     Pro forma net income (loss)                       $     (523)    $    4,050       $   (4,585)    $    8,279
                                                       ==========     ==========       ==========     ==========
     Basic net income (loss) per share
           As reported                                 $     0.03     $     0.16       $    (0.03)    $     0.36
                                                       ==========     ==========       ==========     ==========
        Pro forma                                      $    (0.02)    $     0.13       $    (0.18)    $     0.29
                                                       ==========     ==========       ==========     ==========

     Diluted net income (loss) per share
        As reported                                    $     0.02     $     0.15       $    (0.03)    $     0.33
                                                       ==========     ==========       ==========     ==========
        Pro forma                                      $    (0.02)    $     0.12       $    (0.18)    $     0.27
                                                       ==========     ==========       ==========     ==========
</TABLE>

     These pro forma amounts may not be representative of future disclosures
since the estimated fair value of stock options is amortized to expense over the
vesting period and additional options may be granted in future years.

     The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following assumptions used for
grants during the periods presented:

                                     THREE MONTHS ENDED       NINE MONTHS ENDED
                                       SEPTEMBER 30,            SEPTEMBER 30,
                                     ------------------       -----------------
                                      2003       2004          2003       2004
                                     ------     -------       ------     ------
     Risk-free interest rate          2.10%      2.93%         1.91%      2.69%
     Expected life (in years)             3          3             3          3
     Dividend yield                      0%         0%            0%         0%
     Expected volatility             90.68%     64.61%       109.84%     67.59%


4. INTANGIBLE ASSETS AND GOODWILL

     Intangible assets and goodwill include the preliminary allocation of the
purchase prices relating to the acquisition of the assets of Comstock, Inc. on
April 1, 2004 and the acquisition of the assets of Thinkstock LLC on July 28,
2004. Jupitermedia is in the process of obtaining final third party valuations
of certain intangible assets, thus the allocation of the purchase prices
relating to these acquisitions is subject to refinement.

     AMORTIZED INTANGIBLE ASSETS

     The following table sets forth the intangible assets that are subject to
amortization, including the related accumulated amortization (in thousands):

                                        7
<PAGE>

                                                DECEMBER 31, 2003
                                 -----------------------------------------------
                                                  ACCUMULATED       NET CARRYING
                                   COST          AMORTIZATION           VALUE
                                 -----------------------------------------------
   Image library                  $3,198             $(102)             $3,096
   Customer lists                  1,296               (86)              1,210
   Web site development costs      2,321            (1,282)              1,039
   Trademarks                      2,381            (1,493)                888
   Non-compete agreements            334               (53)                281
   Other                             188              (188)                --
                                 -------           -------             -------
      Total                       $9,718           $(3,204)             $6,514
                                 =======           =======             =======

                                                SEPTEMBER 30, 2004
                                 -----------------------------------------------
                                                  ACCUMULATED       NET CARRYING
                                   COST          AMORTIZATION           VALUE
                                 -----------------------------------------------
   Image library                 $11,867             $(567)            $11,300
   Customer lists                  1,668              (292)              1,376
   Web site development costs      2,630            (1,542)              1,088
   Trademarks                      2,579            (1,933)                646
   Non-compete agreements            534              (159)                375
                                 -------           -------             -------
      Total                      $19,278           $(4,493)            $14,785
                                 =======           =======             =======

     Intangibles that are subject to amortization are amortized on a
straight-line basis over their expected useful lives. The image library is
amortized over periods ranging from seven to fifteen years, customer lists are
amortized over periods ranging from three to eight years, Web site development
costs are amortized over three or five years and trademarks are amortized over
three years. Non-compete agreements are amortized over the period of the
agreements.

     Amortization expense related to intangible assets subject to amortization
was $1.5 million for the nine months ended September 30, 2004 and is expected to
be $2.1 million for the year ended December 31, 2004. Estimated annual
amortization expense for the next five years is expected to be as follows (in
thousands):

     YEAR ENDING DECEMBER 31,
     ------------------------
     2005                         $2,238
     2006                          1,803
     2007                          1,519
     2008                          1,360
     2009                          1,263
     Thereafter                    5,991
                                 -------
                                 $14,174



                                        8
<PAGE>

     UNAMORTIZED INTANGIBLE ASSETS

                                         December 31,      September 30,
                                             2003              2004
                                         ------------      ------------
     Domain names                           $1,616            $2,522
                                            ------            ------
         Total                              $1,616            $2,522
                                            ======            ======

     GOODWILL

     The changes in the carrying amount of goodwill for the nine months ended
September 30, 2004, are as follows:
<TABLE><CAPTION>

                                          ONLINE MEDIA   ONLINE IMAGES   RESEARCH   EVENTS    TOTAL
                                          ------------   -------------   --------   ------   -------

<S>                                          <C>            <C>           <C>         <C>    <C>
     Balance as of December 31, 2003         $7,604         $11,475       $2,632      $49    $21,760
     Goodwill acquired during period            100          15,549            -       25     15,674
     Purchase accounting adjustments           (345)          1,339            -        -        994
                                             ------         -------       ------      ---    -------
     Balance as of September 30, 2004        $7,359         $28,363       $2,632      $74    $38,428
                                             ======         =======       ======      ===    =======
</TABLE>

     Purchase accounting adjustments pertain primarily to adjustments made to
the fair value of certain assets purchased in conjunction with the acquisitions
of ArtToday, Inc. and the assets of DevX.com, Inc.

5. COMPUTATION OF EARNINGS (LOSS) PER SHARE

     Basic net income (loss) per share is computed using the weighted average
number of common shares outstanding during the period. Diluted net income (loss)
per share is computed using the weighted average number of common and dilutive
common equivalent shares outstanding during the period. Common equivalent shares
consist of the incremental common shares issuable upon the exercise of stock
options. Common equivalent shares are excluded from the calculation if their
effect is anti-dilutive.

     Computations of basic and diluted net income (loss) per share for the three
and nine months ended September 30, 2003 and 2004 are as follows (in thousands,
except per share amounts):


                                        THREE MONTHS ENDED    NINE MONTHS ENDED
                                           SEPTEMBER 30,         SEPTEMBER 30,
                                        ------------------    ------------------
                                          2003       2004       2003       2004
                                        -------    -------    -------    -------
     BASIC EARNINGS PER SHARE:
     Income available to common
       stockholders (numerator)         $   653    $ 5,059    $  (788)   $10,205
     Weighted average common shares
       outstanding (denominator)         25,800     31,382     25,463     28,448
                                        -------    -------    -------    -------

     Basic earnings (loss) per share    $  0.03    $  0.16    $ (0.13)   $  0.36
                                        =======    =======    =======    =======


                                        9
<PAGE>

                                        THREE MONTHS ENDED    NINE MONTHS ENDED
                                           SEPTEMBER 30,         SEPTEMBER 30,
                                        ------------------    ------------------
                                          2003       2004       2003       2004
                                        -------    -------    -------    -------
     DILUTED EARNINGS PER SHARE:
     Income available to common
       stockholders (numerator)         $   653    $ 5,059    $  (788)   $10,205
     Weighted average common shares
       outstanding                       25,800     31,382     25,463     28,448
     Effect of dilutive stock options     1,696      2,759        --       2,367
                                        -------    -------    -------    -------
     Total weighted average common
       shares and dilutive securities
       (denominator)                     27,496     34,141     25,463     30,815
     Total weighted average common      -------    -------    -------    -------

     Diluted earning (loss) per share   $  0.02    $  0.15    $ (0.03)   $  0.33
                                        =======    =======    =======    =======

     The following table summarizes the number of outstanding stock options
excluded for the calculation of diluted earnings per share for the periods
presented because the result would have been anti-dulitve:


                                    THREE MONTHS ENDED      NINE MONTHS ENDED
                                       SEPTEMBER 30,           SEPTEMBER 30,
                                   --------------------    --------------------
                                      2003        2004        2003        2004
                                   ---------    -------    ---------    -------

     Number of anti-dilutive
       stock options               2,371,230    364,283    7,471,923  2,499,011
     Weighted average exercise
       price                          $11.61     $17.11        $5.53     $13.33


6. ACQUISITIONS

     On April 1, 2004, Jupitermedia acquired substantially all of the assets and
certain liabilities of Comstock, Inc. ("Comstock Images") for approximately
$20.85 million in cash (the "Comstock Acquisition"). Comstock Images has been
integrated into the JupiterImages business. The Comstock Acquisition was
financed with cash on hand and through $13 million of borrowings from
Jupitermedia's credit facilities (see below).

     On April 1, 2004, Jupitermedia obtained secured revolving credit facilities
from HSBC Bank USA ("HSBC"), which provided for aggregate borrowings of up to
$12 million. These credit facilities consist of an $8 million revolving credit
facility, borrowings under which are capped at the lesser of $8 million and 80%
of Jupitermedia's eligible accounts receivable, and a $4 million revolving
credit facility. Jupitermedia pays a commitment fee of 0.5% per annum on the
daily average unused amount of available borrowings under the $8 million credit
facility. Both the $8 million credit facility and the $4 million credit facility
are collateralized by all of Jupitermedia's assets. At Jupitermedia's option,
borrowings under these credit facilities bear interest either at a rate equal to
HSBC's prime rate or at a rate equal to LIBOR plus 2.0%. All borrowings under
these revolving credit facilities are due and payable on March 31, 2005.

     On April 8, 2004, Jupitermedia obtained an additional secured revolving
credit facility from HSBC, which provides for additional borrowings of up to $11
million. Borrowings under this $11 million credit facility bear interest at a
rate equal to LIBOR plus 1.35% and are collateralized by all of Jupitermedia's
assets. All borrowings under this facility are due and payable on March 31,
2005.

     All of Jupitermedia's credit facilities contain customary covenants
including, among others, restrictions on Jupitermedia's ability to pay
dividends, incur additional indebtedness or liens on Jupitermedia's assets, make
investments in excess of $1 million or make acquisitions in excess of $25
million in the aggregate or in excess of $5 million for any single transaction.
Jupitermedia's credit facilities also require Jupitermedia to meet certain
financial tests, including a stockholders' equity test, a quarterly net income
test, an interest coverage ratio test and a fixed charge coverage ratio test.

     Following the completion of Jupitermedia's follow-on public offering of
common stock on May 28, 2004 (see Note 10), $13 million in outstanding
borrowings under Jupitermedia's credit facilities was repaid. As of September
30, 2004, there were no outstanding borrowings under Jupitermedia's credit
facilities.

                                       10
<PAGE>

     The total purchase price of the Comstock Acquisition has been allocated to
the assets and liabilities based on estimates of their respective fair values.
Based on preliminary estimates, the aggregate purchase price was allocated as
$12.4 million to goodwill, $7.2 million to intangible assets, $1.3 million to
assets other than goodwill and intangible assets and $28,000 to assumed
liabilities. The intangible assets subject to amortization are being amortized
on a straight-line basis over periods ranging from three to fifteen years. The
purchase accounting for the Comstock Acquisition will be finalized at a later
date not to exceed one year from the Comstock Acquisition date.

     On July 28, 2004, Jupitermedia acquired the assets of the Thinkstock Images
and Thinkstock Footage businesses from Thinkstock, LLC for $4.0 million in cash,
the assumption of certain limited liabilities and 50,000 restricted shares of
Jupitermedia common stock valued when issued at $541,000 (the "Thinkstock
Acquisition"). Based on preliminary estimates, the aggregate purchase price was
allocated as $2.7 million to goodwill, $1.5 million to intangible assets and
$328,000 to assets other than goodwill and intangible assets. The purchase
accounting for the Thinkstock Acquisition will be finalized at a later date not
to exceed one year from the Thinkstock Acquisition date.

     The unaudited pro forma information below presents results of operations as
if the Comstock Acquisition and the Thinkstock Acquisition had occurred as of
January 1, 2003. The unaudited pro forma information is neither necessarily
indicative of the results of operations of the combined companies had these
events occurred at the beginning of the period presented nor is it indicative of
future results (in thousands, except per share amounts):

                                        THREE MONTHS ENDED    NINE MONTHS ENDED
                                           SEPTEMBER 30,         SEPTEMBER 30,
                                        ------------------    ------------------
                                          2003       2004       2003       2004
                                        -------    -------    -------    -------

      Revenues                          $16,453    $18,928    $40,881    $55,294
                                        =======    =======    =======    =======
      Net income                        $ 1,309    $ 5,109    $ 1,119    $11,693
                                        =======    =======    =======    =======
      Basic net income per share        $  0.05    $  0.16    $  0.04    $  0.41
                                        =======    =======    =======    =======
      Diluted net income per share      $  0.05    $  0.15    $  0.04    $  0.38
                                        =======    =======    =======    =======

7. SEGMENT INFORMATION

     Jupitermedia has four reportable segments: Online media, Online images,
Research and Events. Online media consists of the JupiterWeb business that
includes the internet.com, EarthWeb.com, DevX.com and ClickZ.com Networks. Due
to the acquisition of ArtToday, Inc. on June 30, 2003, Jupitermedia added an
additional reportable segment titled Online images. Online images consists of
the JupiterImages business that includes the Comstock Images, Photos.com,
Clipart.com, Thinkstock Images and Thinkstock Footage products. Research
represents the JupiterResearch business. Events represents the JupiterEvents
business. Jupitermedia evaluates segment performance based on income or loss
from operations. Other includes corporate overhead, depreciation, amortization
and venture fund related activities. With the exception of goodwill,
Jupitermedia does not identify or allocate assets by operating segment. See Note
4 for the allocation of goodwill to Jupitermedia's reportable segments.

                                       11
<PAGE>

     Summary information by segment for the three and nine months ended
September 30, 2003 and 2004 is as follows (in thousands):

                                       THREE MONTHS ENDED    NINE MONTHS ENDED
                                          SEPTEMBER 30,         SEPTEMBER 30,
                                       ------------------    ------------------
                                         2003       2004       2003       2004
                                       -------    -------    -------    -------

     Revenues:
          Online media                 $ 7,070    $ 6,692    $17,749    $21,913
          Online images                  1,837      6,797      1,837     15,045
          Research                       2,134      2,279      6,567      6,822
          Events                         2,134      2,995      5,187      7,158
          Other                            153         11        453         35
                                       -------    -------    -------    -------
                                       $13,328    $18,774    $31,793    $50,973
                                       -------    -------    -------    -------
     Cost of revenues and operating
       expenses:
          Online media                 $ 4,452    $ 4,371    $12,602    $13,819
          Online images                  1,079      2,232      1,079      6,083
          Research                       1,996      2,185      6,860      6,611
          Events                         2,987      2,038      6,530      6,212
          Other                          2,073      2,777      5,532      7,829
                                       -------    -------    -------    -------
                                       $12,587    $13,603    $32,603    $40,554
                                       -------    -------    -------    -------
     Operating income (loss):
          Online media                 $ 2,618    $ 2,321    $ 5,147    $ 8,094
          Online images                    758      4,565        758      8,962
          Research                         138         94       (293)       211
          Events                          (853)       957     (1,343)       946
          Other                         (1,920)    (2,766)    (5,079)    (7,794)
                                       -------    -------    -------    -------
                                       $   741    $ 5,171    $  (810)   $10,419
                                       =======    =======    =======    =======

8. INCOME TAXES

     Jupitermedia did not provide for any current United States federal or state
income taxes for any of the periods presented because it has experienced
operating losses from its inception through the nine months ended September 30,
2003 and a full valuation allowance has been provided for any future benefits of
such losses. Jupitermedia, however, did record a provision for taxes for the
three and nine months ended September 30, 2004 of $5,000 and $145,000,
respectively, relating primarily to certain of its international subsidiaries.

9. COMMITMENTS AND CONTINGENCIES

     A complaint was filed in Delaware Chancery Court on June 16, 1999 by a
former shareholder of Mecklermedia alleging that Messrs. Alan M. Meckler and
Christopher S. Cardell, each an executive officer and director of Jupitermedia,
as well as the other former directors of Mecklermedia, breached their fiduciary
duties of care, candor, and loyalty in connection with the approval of both the
sale of Mecklermedia to Penton Media, Inc., or Penton Media, in November 1998
and the related sale of 80.1% of the Internet business of Mecklermedia to Mr.
Meckler (the "Delaware Action"). Jupitermedia was also named as a defendant. The
action was brought as a class action purportedly on behalf of a class of all
shareholders of Mecklermedia (other than any defendant) whose shares were
acquired by Penton Media, and sought damages from all defendants and the
imposition of a constructive trust on the benefits obtained by any defendant.

     The parties to the Delaware Action and the parties to a related class
action brought against Penton Media in the United States District Court for the
Southern District of New York (the "Penton Action") reached an agreement to
settle both actions for $7.5 million. The insurance carrier that provided
director and officer liability insurance to the directors of Jupitermedia has
agreed to pay $2.875 million toward the settlement and

                                       12
<PAGE>

Penton Media's insurance carrier has agreed to pay the remaining portion of the
settlement. The settlement agreement has been executed and notice of the
settlement has been provided to members of settlement class. The New York court
issued an order and final judgment approving the settlement and dismissing the
Penton Action with prejudice subject to the terms of the settlement agreement.
The Delaware court issued an order and final judgment approving the settlement
and dismissing the Delaware Action with prejudice.

     On February 28, 2003, Jupitermedia filed a lawsuit in the United States
District Court for the District of Colorado alleging that the defendants,
Michael Anderson, Prime Directive, Inc. and Part-15 Corporation, are knowingly
and willfully using the name "WISPCON" to advertise, promote and conduct a
variety of Internet / information technology trade shows, where such name is
deliberately and confusingly similar to the plaintiffs' pre-existing use in
connection with their own Internet / information technology trade shows of the
trademarked, service marked and branded name "ISPCON." Jupitermedia owns 49.9%
of the ISPCON joint venture, through which it provides marketing, sales and
other event support for the ISPCON trade shows. Defendants filed a motion to
dismiss for lack of personal jurisdiction and have also filed an Answer and
Counterclaim. Defendants sought injunctive relief and damages on their
counterclaim for what they alleged was the plaintiffs' wrongful use of the name
"WISPCON." The District Court, by Order dated September 7, 2004, dismissed the
lawsuit and counterclaim without prejudice, with each party to bear its own
costs. The parties entered into a settlement agreement to settle all claims of
the lawsuit and counterclaim. In connection with the settlement, the ISPCON
joint venture shall pay an amount that will not materially affect the financial
statements of Jupitermedia.

     On August 3, 2004, Mario Cisneros and Michael Voight filed a class action
lawsuit on behalf of themselves and all others situated and/or the general
public against thirteen co-defendants including Jupitermedia. Cisneros et al.
allege that defendants' posting of paid advertising providing links to Internet
gambling Web sites constitutes unfair competition and unlawful business acts and
practices under California law. Plaintiffs seek declaratory and injunctive
relief, disgorgement of profits and restitution. Jupitermedia denies liability
and intends to continue to defend itself vigorously.

     Jupitermedia is subject to legal proceedings and claims that arise in the
ordinary course of its business. In the opinion of management, the amount of
ultimate liability with respect to these actions will not materially affect the
financial statements of Jupitermedia.

10. FOLLOW-ON PUBLIC OFFERING OF COMMON STOCK

     On May 28, 2004, Jupitermedia completed a follow-on public offering of
common stock, which generated net proceeds of $30.6 million for Jupitermedia. Of
the 4,830,000 shares sold in the offering, Jupitermedia sold 3,830,000 shares
and certain stockholders of Jupitermedia sold 1,000,000 shares. Jupitermedia
sold an additional 630,000 shares pursuant to the exercise in full by the
underwriters of their over-allotment option. Jupitermedia did not receive any of
the net proceeds from the sale of shares by the selling stockholders.




                                       13
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR UNAUDITED
FINANCIAL STATEMENTS AND THE ACCOMPANYING NOTES, WHICH APPEAR ELSEWHERE IN THIS
FILING. STATEMENTS IN THIS FORM 10-Q, WHICH ARE NOT HISTORICAL FACTS, ARE
"FORWARD-LOOKING STATEMENTS" THAT ARE MADE PURSUANT TO THE SAFE HARBOR
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH
FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING
STATEMENTS. THE POTENTIAL RISKS AND UNCERTAINTIES ADDRESS A VARIETY OF SUBJECTS
INCLUDING, FOR EXAMPLE: THE COMPETITIVE ENVIRONMENT IN WHICH JUPITERMEDIA
COMPETES; THE UNPREDICTABILITY OF JUPITERMEDIA'S FUTURE REVENUES, EXPENSES, CASH
FLOWS AND STOCK PRICE; JUPITERMEDIA'S ABILITY TO INTEGRATE ACQUIRED BUSINESSES,
PRODUCTS AND PERSONNEL INTO ITS EXISTING BUSINESSES; JUPITERMEDIA'S DEPENDENCE
ON A LIMITED NUMBER OF ADVERTISERS; AND JUPITERMEDIA'S ABILITY TO PROTECT ITS
INTELLECTUAL PROPERTY. FOR A MORE DETAILED DISCUSSION OF SUCH RISKS AND
UNCERTAINTIES, REFER TO JUPITERMEDIA'S REPORTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO THE SECURITIES ACT OF 1933 AND THE SECURITIES
EXCHANGE ACT OF 1934. THE FORWARD-LOOKING STATEMENTS INCLUDED HEREIN ARE MADE AS
OF THE DATE OF THIS FORM 10-Q, AND WE ARE UNDER NO OBLIGATION TO UPDATE THE
FORWARD-LOOKING STATEMENTS AFTER THE DATE HEREOF.

OVERVIEW

     We are a global provider of original online information, images, research
and events for information technology ("IT"), business and creative
professionals. Our operations are classified into four principal segments:
Online media, Online images, Research and Events.

     ONLINE MEDIA. Online media includes JupiterWeb, which consists of our
internet.com, EarthWeb.com, DevX.com and ClickZ.com networks of over 150 Web
sites and over 150 e-mail newsletters that generated approximately 300 million
page views during the month of September 2004.

     We generate our Online media revenues from:

          o    advertising and custom publishing on our Web sites, e-mail
               newsletters, online discussion forums and moderated e-mail
               discussion lists;
          o    e-commerce agreements, which generally include a fixed fee for
               advertising and either a bounty for new customer accounts or
               revenue sharing;
          o    paid subscription services for our paid e-mail newsletters and
               services;
          o    advertiser sponsorships of our Webinars;
          o    licensing our editorial content, software and brands to third
               parties for fixed fees and royalties based on the licensee's
               revenues generated by the licensed property; and
          o    renting our permission based opt-in e-mail list names.

     The principal costs of our Online media business relate to payroll for our
editorial, technology and sales personnel as well as technology related costs
for facilities and equipment.

     ONLINE IMAGES. Online images includes our JupiterImages network, which is a
Web-based image resource serving creative professionals with products like
Comstock Images, Photos.com, Clipart.com, Thinkstock Images and Thinkstock
Footage.

     We generate our Online images revenues primarily from paid subscriptions
that provide access to our image libraries, sales of CD-ROMs and licensing of
single image downloads. Our images are primarily licensed online through our
networks and through third party relationships. We also license a portion of our
images to third parties for royalties based on the licensee's revenues generated
by the licensed images. The principal costs of our Online images business relate
to production and marketing personnel, technology infrastructure, royalties for
images licensed from third parties, lead generation fees for sales referrals,
marketing costs and credit card processing fees.

                                       14
<PAGE>

     RESEARCH. Research includes our JupiterResearch business, which provides
clients with original and proprietary information to better understand how the
Internet and new technologies impact marketing and commerce.

     We generate our Research revenues primarily from the sale of our syndicated
research products. These products deliver data and analysis via written research
reports and analyst inquiry. Our syndicated research is typically sold on an
annual subscription basis. We also generate revenue through the sale of our
custom research product, which delivers specific research based on the needs of
our customers.

     The principal costs of our Research business relate to analyst and sales
personnel and costs to acquire third party research data.

     EVENTS. Events include our JupiterEvents business that produces offline
events focused on IT and business-specific topics that are of interest to our
users.

     We generate our Events revenues from attendee registrations, the purchase
of exhibition space by exhibitors who pay a fixed price per square foot of booth
space and advertiser and vendor sponsorships. The results of our Events business
vary with the topics, frequency and timing of the events we produce.

     The principal costs of our Events business relate to operations and sales
personnel, venue and speaker costs and advertising expenses to attract attendees
to our events.

RECENT ACQUISITIONS

     On April 1, 2004, we acquired substantially all of the assets of Comstock,
Inc., or Comstock Images, for $20.85 million in cash and the assumption of
$28,000 of liabilities including accrued vacation and obligations to fulfill
certain contractual commitments. Comstock Images has been in the stock imagery
business since 1976 and possesses an extensive archive of over 500,000 wholly
owned commercial stock images. We financed the acquisition with cash on hand and
through credit facilities provided by HSBC Bank USA, or HSBC, which provide for
aggregate borrowings of up to $23 million. Our credit facilities with HSBC are
more fully described under "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources."

     On July 28, 2004, we acquired the assets of the Thinkstock Images and
Thinkstock Footage businesses, or Thinkstock, from Thinkstock, LLC for $4.0
million in cash, the assumption of certain limited liabilities and 50,000
restricted shares of Jupitermedia common stock. Thinkstock has been in the stock
imagery and stock footage business since 1999 and is based in Charlotte, NC. The
acquisition adds over 25,000 wholly owned digitized stock images and over 4,000
wholly owned stock video clips to JupiterImage's image library.

     During 2003, we made two significant acquisitions. On June 30, 2003, we
acquired all of the stock of ArtToday, Inc., or ArtToday, from International
Microcomputer Software, Inc., or IMSI, for $13.0 million in cash, 250,000 shares
of our common stock and an earn-out that could result in an additional $4.0
million in cash consideration over the next two years. Earn-out payments are
based on net revenue targets achieved by ArtToday for the period from July 1,
2003 to December 31, 2003; for the period from January 1, 2004 to June 30, 2004;
and for the period from July 1, 2004 to June 30, 2005. Based upon the results of
ArtToday for the period from July 1, 2003 to December 31, 2003, IMSI was paid
$1.0 million in February 2004, representing the maximum amount that could have
been earned for this earn-out period. Based upon the results of ArtToday for the
period from January 1, 2004 to June 30, 2004, IMSI was paid $1.0 million in
August 2004, representing the maximum amount that could have been earned for
this earn-out period. With the acquisition of ArtToday we formed our Online
images business, and therefore there are no financial results for this business
prior to June 30, 2003. In 2004, we renamed our Online images business that was
formerly known as ArtToday to JupiterImages.

     In addition, we acquired the assets of DevX.com, Inc., or DevX.com, on July
11, 2003 for $2.25 million in cash, 200,000 shares of our common stock and the
assumption of $1.5 million in liabilities including accounts payable, accrued
liabilities and obligations to fulfill contractual commitments. DevX.com is an
online network

                                       15
<PAGE>

that provides information and resources for software and Web developers. We also
made several smaller acquisitions to complement our current product and service
offerings.

     We expect to continue to develop and expand our current offerings through
internal development and, where appropriate opportunities are identified,
through acquisitions to drive revenue and earnings growth.


RESULTS OF OPERATIONS

     REVENUES

     The following tables sets forth, for the periods indicated, a comparison of
our revenues by segment (dollars in thousands):
<TABLE><CAPTION>
                      THREE MONTHS ENDED                            NINE MONTHS ENDED
                         SEPTEMBER 30,         2003 VS. 2004          SEPTEMBER 30,         2003 VS. 2004
                     --------------------    -----------------    --------------------    -----------------
                       2003        2004          $         %        2003        2004          $         %
                     --------    --------    --------    -----    --------    --------    --------    -----
<S>                  <C>         <C>         <C>          <C>     <C>         <C>         <C>           <C>
Online media         $  7,070    $  6,692    $   (378)    (5)%    $ 17,749    $ 21,913    $  4,164      23%
Online images           1,837       6,797       4,960    270         1,837      15,045      13,208     719
Research                2,134       2,279         145      7         6,567       6,822         255       4
Events                  2,134       2,995         861     40         5,187       7,158       1,971      38
Other                     153          11        (142)   (93)          453          35        (418)    (92)
                     --------    --------    --------    -----    --------    --------    --------    -----
                     $ 13,328    $ 18,774    $  5,446     41%     $ 31,793    $ 50,973    $ 19,180      60%
                     ========    ========    ========    =====    ========    ========    ========    =====
</TABLE>

     ONLINE MEDIA. Beginning with the second quarter of 2003 and throughout the
remainder of 2003 and into 2004, we experienced increases in revenues as
conditions in the U.S. economy improved and advertisers, particularly technology
companies, began to increase their advertising spending. The decrease in
revenues during the three months ended September 30, 2004 was due primarily to a
decrease in barter. The increase in revenues during the nine months ended
September 30, 2004 was due primarily to an increase in the average amount of
advertising purchased by our customers. We expect our Online media revenues to
increase in the fourth quarter of 2004 in comparison to the third quarter.

     The following table sets forth, for the periods indicated, a comparison of
our Online media revenues including barter (dollars in thousands):

<TABLE><CAPTION>
                      THREE MONTHS ENDED                            NINE MONTHS ENDED
                         SEPTEMBER 30,         2003 VS. 2004          SEPTEMBER 30,         2003 VS. 2004
                     --------------------    -----------------    --------------------    -----------------
                       2003        2004          $         %        2003        2004          $         %
                     --------    --------    --------    -----    --------    --------    --------    -----
<S>                  <C>         <C>         <C>          <C>     <C>         <C>         <C>           <C>
Online media         $  6,825    $ 6,676     $   (149)    (2)%    $ 17,009    $ 21,885    $  4,876      29%
Barter                    245         16         (229)   (93)          740          28        (712)    (96)
                     --------    --------    --------    -----    --------    --------    --------    -----
Total Online media   $  7,070    $ 6,692     $   (378)    (5)%    $ 17,749    $ 21,913    $  4,164      23%
                     ========    ========    ========    =====    ========    ========    ========    =====
</TABLE>

                                       16
<PAGE>

            The following table sets forth a quarter-by-quarter comparison of
the number of our Online media advertisers and the average revenue derived from
each advertiser (dollars in thousands):

                                    NUMBER OF          AVERAGE REVENUE
                                   ADVERTISERS          PER ADVERTISER
                                   -----------          --------------
March 31, 2003                         228                    $14
June 30, 2003                          244                     19
September 30, 2003                     246                     24
December 31, 2003                      260                     24
March 31, 2004                         210                     29
June 30, 2004                          220                     29
September 30, 2004                     220                     24



     Barter revenues vary in correlation to the number of barter transactions
into which we enter.

     We acquired the assets of DevX.com on July 11, 2003 and this acquisition
contributed $1.0 million and $3.0 million to revenues during the three and nine
months ended September 30, 2004, respectively. The decrease in the average
revenue per advertiser from June 30 to September 30, 2004 was due primarily to
seasonality.

     ONLINE IMAGES. We acquired ArtToday on June 30, 2003, and therefore there
are no financial results for the Online images business prior to this date. We
acquired the assets of Comstock on April 1, 2004 and the assets of Thinkstock on
July 28, 2004, and therefore there are no financial results for these businesses
prior to these respective dates. The acquisition of the assets of Comstock
contributed $3.4 and $6.4 million to revenues during the three and nine months
ended September 30, 2004, respectively, and the acquisition of the assets of
Thinkstock contributed $486,000 for the three and nine months ended September
30, 2004.

     The following table sets forth, for the three and nine months ended
September 30, 2004, the components of our Online images revenues (dollars in
thousands):

                                      THREE MONTHS ENDED     NINE MONTHS ENDED
                                      SEPTEMBER 30, 2004     SEPTEMBER 30, 2004
                                      ------------------     ------------------
Subscriptions                                $2,745                $7,728
Single images                                 1,524                 2,997
CD-ROMs                                       1,027                 2,091
Distributors, licensing and other             1,501                 2,229
                                             ------               -------
Total Online images                          $6,797               $15,045
                                             ======               =======

     The following table sets forth, as of the last day in the periods
indicated, a quarter-by-quarter comparison of our Online images revenues and
subscription bookings for our subscription image products (dollars in
thousands):

                                            REVENUES       SUBSCRIPTION BOOKINGS
                                            --------       ---------------------
September 30, 2003                           $1,788               $2,119
December 31, 2003                             2,115                2,530
March 31, 2004                                2,392                3,017
June 30, 2004                                 2,592                2,948
September 30, 2004                            2,745                3,388

                                       17
<PAGE>

     Revenues and subscription bookings have increased due primarily to an
increase in the number of subscribers and an increase in average selling price
of the mix of products purchased by our customers. The decrease in subscription
bookings during the quarter ended June 30, 2004 was due primarily to
seasonality. We expect our subscription bookings to continue to increase in the
future.

     RESEARCH. We have experienced continued increases in renewal rates in 2003
and 2004 as conditions in the U.S. economy improved, as we launched several new
research coverage areas and as companies once again began investing in market
research.

     The following table sets forth, for the periods indicated, a
quarter-by-quarter comparison of the JupiterResearch syndicated renewal rates
for 2003 through the third quarter of 2004:

                                PERCENTAGE OF CONTRACT     PERCENTAGE OF NUMBER
                                    VALUE RENEWED          OF CONTRACTS RENEWED
FISCAL QUARTER ENDED            ----------------------     --------------------
--------------------

March 31, 2003                             49%                       51%
June 30, 2003                              67                        69
September 30, 2003                         67                        72
December 31, 2003                          98                        86
March 31, 2004                            103                        77
June 30, 2004                              88                        71
September 30, 2004                         91                        68


     The amounts above reflect renewal activity to date. The ultimate results
regarding renewals for the quarter ended September 30, 2004 will not be known
until a future date due to the timing of the renewal of certain contracts. We
expect the percentage of contract value renewed and the percentage of the number
of contracts renewed to be greater than the results presented above for the
quarter ended September 30, 2004.

     The following table sets forth, as of the last day in the periods
indicated, a quarter-by-quarter comparison of the JupiterResearch active
contracts (dollars in thousands):

                                                                 TOTAL ACTIVE
                                NUMBER OF ACTIVE CONTRACTS      CONTRACT VALUE
FISCAL QUARTER ENDED            --------------------------      --------------
--------------------

March 31, 2003                              217                     $8,646
June 30, 2003                               221                      8,119
September 30, 2003                          222                      7,668
December 31, 2003                           241                      8,082
March 31, 2004                              244                      8,426
June 30, 2004                               250                      8,498
September 30, 2004                          264                      8,748


     Active contract value is defined as the total value of all active
syndicated research contracts without taking in to account the amount of revenue
recognized to date or the amount of revenue available to be recognized in the
future. During 2003, we experienced an increase in the number of customers and,
beginning with the fourth quarter of 2003 and continuing into 2004, we have
experienced an increase in total value of our active contracts.


<PAGE>

     EVENTS. The results of our Events business vary with the topics, frequency
and timing of the events that we produce. We have made investments in events
focused on specific vertical content areas that align with our other properties
and, depending upon their success, we may or may not produce the events in the
future. The following table sets forth, for the three and nine months ended
September 30, 2003 and 2004, a comparison of the number of events we produced
and the amount of our revenues relating to paid attendance, sponsor and
exhibitor and barter revenues during the periods shown (dollars in thousands):


                                        THREE MONTHS ENDED    NINE MONTHS ENDED
                                           SEPTEMBER 30,         SEPTEMBER 30,
                                        ------------------    ------------------
                                          2003       2004       2003       2004
                                        -------    -------    -------    -------

     Number of events produced                6          5         19         15

     Attendee revenue                   $ 1,295    $ 1,587    $ 2,741    $ 3,813
     Sponsor and exhibitor revenue          781      1,338      2,279      3,144
     Barter revenue                          58         70        167        201
                                        -------    -------    -------    -------
            Total Events revenue        $ 2,134    $ 2,995    $ 5,187    $ 7,158
                                        =======    =======    =======    =======

     The increase in quarter over quarter and year over year revenues is due
primarily to the growth of our Search Engine Strategies and IT Service
Management Forum events.

     Barter revenues vary in correlation to the number of barter transactions
into which we enter.

     OTHER. Other revenues represent management fees from our management of the
internet.com venture funds. The quarter-over-quarter and year-over-year
reduction in revenues from 2003 to 2004 was due to the liquidation and pending
dissolution of internet.com Venture Fund II LLC and internet.com Venture
Partners III LLC. These revenues will continue to be negligible in the future.

     COST OF REVENUES AND GROSS PROFIT

     The following table sets forth, for the periods indicated, a comparison of
our cost of revenues and gross profit by segment (dollars in thousands):


     COST OF REVENUES

<TABLE><CAPTION>
                      THREE MONTHS ENDED                            NINE MONTHS ENDED
                         SEPTEMBER 30,         2003 VS. 2004          SEPTEMBER 30,         2003 VS. 2004
                     --------------------    -----------------    --------------------    -----------------
                       2003        2004          $         %        2003        2004          $         %
                     --------    --------    --------    -----    --------    --------    --------    -----
<S>                  <C>         <C>         <C>         <C>      <C>         <C>         <C>         <C>
Online media         $  2,654    $  2,781    $    127       5%    $  7,649    $  8,551    $    902      12%
Online images             719       1,250         531      74          719       3,028       2,309     321
Research                1,196       1,346         150      13        3,918       3,900         (18)     --
Events                  1,553       1,101        (452)    (29)       3,016       3,566         550      18
                     --------    --------    --------    -----    --------    --------    --------    -----
                     $  6,122    $  6,478    $    356       6%    $ 15,302    $ 19,045    $  3,743      24%
                     ========    ========    ========    =====    ========    ========    ========    =====
</TABLE>


                                       19
<PAGE>

     GROSS PROFIT
<TABLE><CAPTION>
                      THREE MONTHS ENDED                            NINE MONTHS ENDED
                         SEPTEMBER 30,         2003 VS. 2004          SEPTEMBER 30,         2003 VS. 2004
                     --------------------    -----------------    --------------------    -----------------
                       2003        2004          $         %        2003        2004          $         %
                     --------    --------    --------    -----    --------    --------    --------    -----
<S>                  <C>         <C>         <C>         <C>      <C>         <C>         <C>         <C>
Online media         $  4,416    $  3,911    $   (505)   (11)%    $ 10,100    $ 13,362    $  3,262      32%
Online images           1,118       5,547       4,429    396         1,118      12,017      10,899     975
Research                  938         933          (5)     -         2,649       2,922         273      10
Events                    581       1,894       1,313    226         2,171       3,592       1,421      65
Other                     153          11        (142)   (93)          453          35        (418)    (92)
                     --------    --------    --------    -----    --------    --------    --------    -----
                     $  7,206    $ 12,296    $  5,090     71%     $ 16,491    $ 31,928    $ 15,437      94%
                     ========    ========    ========    =====    ========    ========    ========    =====
</TABLE>

     GROSS PROFIT %

                                THREE MONTHS ENDED    NINE MONTHS ENDED
                                   SEPTEMBER 30,         SEPTEMBER 30,
                                ------------------    ------------------
                                  2003       2004       2003       2004
                                -------    -------    -------    -------

Online media                       62%        58%        57%        61%
Online images                      61         82         61         80
Research                           44         41         40         43
Events                             27         63         42         50
Other                             100        100        100        100
                                -------    -------    -------    -------
                                   54%        65%        52%        63%
                                =======    =======    =======    =======

     ONLINE MEDIA. Cost of revenues primarily consists of payroll for editorial
personnel, freelance costs, communications infrastructure and Web site hosting.
The year-over-year increase in cost of revenues from 2003 to 2004 was due
primarily to increased costs resulting from the acquisition of the assets of
DevX.com, Inc. that added $822,000 to cost of revenues for the nine months ended
September 30, 2004.

     The increase in gross profit for the nine months ended September 30, 2004
from the same period in 2003 was due primarily to the increase in revenues from
2003 to 2004 as well as additional gross profit provided by the acquisition of
the assets of DevX.com. The decrease in gross profit percentage for the three
months ended September 30, 2004 and the increase in gross profit percentage for
the nine months ended September 30, 2004 is directly attributable to the change
in revenues for each of the respective periods.

     We intend to make investments through internal development and, where
appropriate opportunities arise, acquisitions to continue to expand our content
offerings. We may need to increase our spending in order to create additional
content related to new topics or offerings.

     ONLINE IMAGES. Cost of revenues primarily consists of payroll costs for
production personnel, communications infrastructure, Web site hosting, storage
for our image library and royalties. The acquisition of the assets of Comstock
added $555,000 and $975,000 to cost of revenues during the three and nine months
ended September 30, 2004, respectively, and these costs consisted primarily of
payroll related costs. The acquisition of the assets of Thinkstock added $50,000
to cost of revenues for the three and nine months ended September 30, 2004.

     We license a portion of our image library from third parties and pay them a
portion of the revenues we receive from our customers as royalties. Royalty
expense was $334,000 and $1,050,000 for the three and nine

                                       20
<PAGE>

months ended September 30, 2004. The amount we will pay in future royalties will
vary in correlation to our revenues and the mix in the ownership of the images
within our image library.

     The increase in gross profit and gross profit percentage for the three and
nine months ended September 30, 2004 is directly attributable to the increased
revenues for the respective periods.

     We intend to make investments through internal development and, where
appropriate opportunities arise, acquisitions to continue to expand our image
library and to substitute licensed images with images that we own that will
result in reduced royalty expense in the future. As we continue to make
investments to increase the size of our image library, we may need to increase
our spending for Web site hosting and storage costs.

     RESEARCH. Cost of revenues primarily consists of payroll costs related to
research analysts and costs to acquire third party research data. Cost of
revenues increased during the three months ended September 30, 2004 in
comparison to the three months ended September 30, 2003 due primarily to an
increase in costs of $149,000 associated with the acquisition of data for and
production of our research products. Costs of revenues decreased during the nine
months ended September 30, 2004 in comparison to the nine months ended September
30, 2003 due primarily to lower payroll related costs totaling $254,000 offset
by the previously mentioned increased costs for the three months ended September
30, 2004.

     The increase in gross profit and gross profit percentage for the three and
nine months ended September 30, 2004 is directly attributable to the increased
revenues for the respective periods.

     We intend to make investments in new research coverage areas where
appropriate and this may result in increased costs related to hiring personnel
an acquiring data to produce our research.

     EVENTS. Cost of revenues primarily consists of payroll costs related to
operations employees and event production costs such as venue and speaker costs.
Costs of revenues have increased during the nine months ended September 30, 2004
in comparison to the prior year due primarily to the growth in the size of
certain of our events.

     Gross profit percentage may vary with the topics, frequency and timing of
the events we produce in addition to the impact of launching first-time events.
The increase in gross profit and gross profit percentage during the three and
nine months ended September 30, 2004 is due primarily to the costs incurred in
2003 in connection with the launch of our Computer Digital Expo event, as well
as the growth of the Search Engine Strategies and IT Service Management Forum
events in 2004.

     We intend to continue to make investments to launch new events that align
with our other properties. In addition, depending upon the success of certain
events, we may increase the number of times we run an event relating to a
specific topic.

     ADVERTISING, PROMOTION AND SELLING

     The following table sets forth, for the periods indicated, a comparison of
our advertising, promotion and selling expenses by segment (dollars in
thousands):

<TABLE><CAPTION>
                      THREE MONTHS ENDED                            NINE MONTHS ENDED
                         SEPTEMBER 30,         2003 VS. 2004          SEPTEMBER 30,         2003 VS. 2004
                     --------------------    -----------------    --------------------    -----------------
                       2003        2004          $         %        2003        2004          $         %
                     --------    --------    --------    -----    --------    --------    --------    -----
<S>                  <C>         <C>         <C>         <C>      <C>         <C>         <C>         <C>
Online media         $  1,757    $  1,602    $   (155)    (9)%    $  4,504    $  5,046    $    542      12%
Online images             237         694         457    193           237       2,250       2,013     849
Research                  668         735          67     10         2,198       2,233          35       2
Events                  1,384         901        (483)   (35)        3,368       2,528        (840)    (25)
                     --------    --------    --------    -----    --------    --------    --------    -----
                     $  4,046    $  3,932    $   (114)    (3)%    $ 10,307    $ 12,057    $  1,750      17%
                     ========    ========    ========    =====    ========    ========    ========    =====
</TABLE>

                                       21
<PAGE>

     ONLINE MEDIA. Advertising, promotion and selling expenses primarily
consists of payroll costs for sales and marketing personnel. In addition, it
includes costs related to marketing activities including barter. The
year-over-year increase in advertising, promotion and selling expenses relates
primarily to the acquisition of the assets of DevX.com that added an additional
$420,000 to advertising, promotion and selling expenses for the nine months
ended September 30, 2004. The remaining increase relates primarily to increased
sales commissions paid to third parties and other employee related costs
totaling $51,000 and $86,000, respectively, for the nine months ended September
30, 2004.

     Barter expense was $17,000 and $0 for the three months ended September 30,
2003 and 2004, respectively, and $58,000 and $11,000 for the nine months ended
September 30, 2003 and 2004, respectively. Barter expenses vary in correlation
to the number of barter transactions into which we enter.

     ONLINE IMAGES. Advertising, promotion and selling expenses primarily
consists of payroll for marketing personnel, commissions to third parties for
referrals, credit card transaction fees and advertising. The acquisition of the
assets of Comstock added $400,000 and $1,265,000 to advertising, promotion and
selling expenses during the three and nine months ended September 30, 2004,
respectively. These costs included $188,000 and $818,000 for advertising and
marketing promotions and $178,000 and $349,000 in payroll costs for the three
and nine months ended September 30, 2004, respectively.

     In addition, we paid $39,000 and $173,000 in commissions to third parties
for referrals of customers to JupiterImages that resulted in sales during the
three and nine months ended September 30, 2004. In addition, we paid $89,000 and
$297,000 during the three months and nine months ended September 30, 2004,
respectively, in credit card transaction fees for the sale of our JupiterImages
products. The amount we will pay in the future for commissions to third parties
for referrals and credit card transaction fees will vary in correlation to our
revenues. We incurred $84,000 and $319,000 in expenses during the three and nine
months ended September 30, 2004, respectively, to advertise our JupiterImages
products in various publications and to attend various trade shows. We will
continue to advertise for these products in the future provided the return on
the investment of such spending, as determined by the resulting sales, is
justified.

     RESEARCH. Advertising, promotion and selling expenses primarily consists of
payroll for sales and marketing personnel.

     EVENTS. Advertising, promotion and selling expenses primarily consists of
payroll for sales and marketing personnel and advertising expense. The
quarter-over-quarter and year-over-year expenses have decreased due to a
reduction of employee related costs of $253,000 and $588,000, respectively. In
addition, advertising costs for our events decreased $279,000 and $355,000 for
the three and nine months ended September 30, 2004, respectively, due to a
decrease in the number of events we produced during each period.

     Barter expense was $58,000 and $70,000 for the three months ended September
30, 2003 and 2004, respectively, and $167,000 and $198,000 for the nine months
ended September 30, 2003 and 2004, respectively. Barter expenses vary in
correlation to the number of barter transactions into which we enter.





                                       22
<PAGE>

            GENERAL AND ADMINISTRATIVE

            The following table sets forth, for the periods indicated, a
comparison of our general and administrative expenses by segment (dollars in
thousands):

<TABLE><CAPTION>
                      THREE MONTHS ENDED                            NINE MONTHS ENDED
                         SEPTEMBER 30,         2003 VS. 2004          SEPTEMBER 30,         2003 VS. 2004
                     --------------------    -----------------    --------------------    -----------------
                       2003        2004          $         %        2003        2004          $         %
                     --------    --------    --------    -----    --------    --------    --------    -----
<S>                  <C>         <C>         <C>         <C>      <C>         <C>         <C>         <C>
Online media         $    41     $    (12)   $    (53)   (129)%   $    449    $    222    $   (227)    (51)%
Online images             123         288         165     134          123         805         682     554
Research                  132         104         (28)    (21)         744         478        (266)    (36)
Events                     50          36         (14)    (28)         146         118         (28)    (19)
Other                   1,149       2,288       1,139      99        3,411       5,758       2,347      69
                     --------    --------    --------    -----    --------    --------    --------    -----
                     $  1,495    $  2,704    $  1,209      81%    $  4,873    $  7,381    $  2,508      51%
                     ========    ========    ========    =====    ========    ========    ========    =====
</TABLE>

     ONLINE MEDIA. General and administrative expenses primarily consist of
office related costs and provisions for losses on accounts receivable. The
decrease in general and administrative expenses from 2003 to 2004 was due
primarily to decreased provisions for losses on accounts receivable of $278,000
and $390,000 for the three and nine months ended September 30, 2004,
respectively. These decreases were due to improved collections of our
receivables. We do not expect this decrease to be a trend that will continue in
the future. These decreases were offset by lower expenses of $316,688 and
$309,375 for the three and nine months ended September 30, 2003 due to the
recording of sublease income to offset rental expense for office space that had
been previously vacated. In addition, we experienced a decrease in payroll costs
of $77,000 for the three and nine months ended September 30, 2004 due to a
reduction in DevX administrative personnel.

     ONLINE IMAGES. General and administrative expenses primarily consists of
payroll for administrative personnel, office related costs and professional
fees. The acquisition of the assets of Comstock added $209,000 and $402,000 to
general and administrative expenses during the three and nine months ended
September 30, 2004, respectively. These costs included $122,000 and $219,000 for
office related costs, $30,000 and $74,000 for provisions for losses on accounts
receivable, $31,000 and $53,000 for payroll related costs and $8,000 and $34,000
in professional fees for the three and nine months ended September 30, 2004,
respectively. During the nine months ended September 30, 2004, we recorded
expenses of $86,000 for severance costs and $69,000 for the abandonment of a
portion of our Tucson, Arizona office space.

     RESEARCH. General and administrative expenses primarily consists of payroll
for administrative personnel, office related costs, professional fees and
provisions for losses on accounts receivable. The decrease in expenses during
the three and nine months ended September 30, 2004 was due primarily to a
reduction in provisions for losses on accounts receivable of $2,000 and
$121,000, respectively. This decrease was due to an improvement in our
collections. We do not expect this decrease to be a trend that will continue in
the future. There was also a decrease of $25,000 in office related costs during
the three months ended September 30, 2004. In addition, general and
administrative expenses decreased during the nine months ended September 30,
2004 due to a decrease in administrative payroll related costs of $68,000 and
decreased office related costs of $85,000.

     EVENTS. General and administrative expenses primarily consists of payroll
for administrative personnel, office related costs and professional fees.

     OTHER. General and administrative expenses primarily consist of payroll
costs for administrative personnel, office related costs and professional fees.
The quarter-over-quarter increase in general and administrative expenses relates
to an increase in professional fees for consulting services of $338,000, legal
expenses of $253,000 and payroll related costs of $170,000. The year-over-year
increase in general and administrative expenses relates to an increase in legal
expenses of $830,000, payroll and other employee related costs of $449,000,
consulting services of $448,000 and professional fees for audit and tax related
services of $287,000. The increase in legal expenses is due to increased costs
relating to certain legal proceedings. We

                                       23
<PAGE>

expect our legal expenses to decrease in the foreseeable future. The increase in
professional fees was caused primarily by increased audit and tax related
services due to the increase in the size of our business. Additionally, we
incurred an increase in consulting fees in conjunction with the requirements of
complying with the Sarbanes-Oxley Act of 2002. We expect the level of our audit,
tax and consulting related services to remain constant for the remainder of
2004.

     DEPRECIATION AND AMORTIZATION

     The following table sets forth, for the periods indicated, a comparison of
our depreciation and amortization expenses (dollars in thousands):

<TABLE><CAPTION>
                      THREE MONTHS ENDED                            NINE MONTHS ENDED
                         SEPTEMBER 30,         2003 VS. 2004          SEPTEMBER 30,         2003 VS. 2004
                     --------------------    -----------------    --------------------    -----------------
                       2003        2004          $         %        2003        2004          $         %
                     --------    --------    --------    -----    --------    --------    --------    -----
<S>                  <C>         <C>         <C>         <C>      <C>         <C>         <C>         <C>
Depreciation         $    407    $    129    $   (278)   (68)%    $  1,108    $    594    $   (514)   (46)%
Amortization              517         360        (157)   (30)        1,013       1,477         464     46
                     --------    --------    --------    -----    --------    --------    --------    -----
                     $    924    $    489    $   (435)   (47)%    $  2,121    $  2,071    $    (50)     2%
                     ========    ========    ========    =====    ========    ========    ========    =====
</TABLE>

     Depreciation expense decreased during the three and nine months ended
September 30, 2004 due primarily to reduced capital expenditures and an increase
in assets having already been fully depreciated.

     Amortization expense decreased during the three months ended September 30,
2004 as the final valuation of the DevX.com's intangible assets was determined
in the fourth quarter of 2003 and resulted in a lower carrying value. In
addition, there was an increase in certain assets being fully amortized. These
decreases were partially offset by the acquisition of the assets of Thinkstock.

     Amortization expense increased during the nine months ended September 30,
2004 due primarily to the increase in intangible assets relating to the
acquisition of ArtToday and the acquisition of the assets of Comstock and
Thinkstock.

     The acquisitions of the assets of Comstock and Thinkstock added $363,000
and $55,000 to depreciation and amortization expense, respectively, during the
nine months ended September 30, 2004.

     Our depreciation and amortization expenses may vary in future periods based
upon a change in our capital expenditure levels, any purchase accounting
adjustments relating to the acquisitions of the assets of Comstock and
Thinkstock or any acquisitions that may be completed during the remainder of
2004.

     INCOME (LOSS) ON INVESTMENTS AND OTHER, NET

     The following table sets forth, for the periods indicated, a
quarter-over-quarter comparison of our income (loss) on investments and other,
net (dollars in thousands):

<TABLE><CAPTION>
                      THREE MONTHS ENDED                            NINE MONTHS ENDED
                         SEPTEMBER 30,         2003 VS. 2004          SEPTEMBER 30,         2003 VS. 2004
                     --------------------    -----------------    --------------------    -----------------
                       2003        2004          $         %        2003        2004          $         %
                     --------    --------    --------    -----    --------    --------    --------    -----
<S>                  <C>         <C>         <C>         <C>      <C>         <C>         <C>         <C>
Income (loss) on
investments and
other, net           $     30    $      5    $    (25)   (83)%    $     29    $    124    $     95     328%
</TABLE>


     During the three months ended September 30, 2003, we recorded a net gain
from the sale of assets of $30,000.

                                       24
<PAGE>

     During the nine months ended September 30, 2004, we recorded other income
of $130,000 relating to litigation settlements offset by a loss on investments
of $9,000.

     INTEREST INCOME AND INTEREST EXPENSE.

     The following table sets forth, for the periods indicated, a comparison of
our interest income and interest expense (dollars in thousands):
<TABLE><CAPTION>
                      THREE MONTHS ENDED                            NINE MONTHS ENDED
                         SEPTEMBER 30,         2003 VS. 2004          SEPTEMBER 30,         2003 VS. 2004
                     --------------------    -----------------    --------------------    -----------------
                       2003        2004          $         %        2003        2004          $         %
                     --------    --------    --------    -----    --------    --------    --------    -----
<S>                  <C>         <C>         <C>         <C>      <C>         <C>         <C>         <C>
Interest income      $     23    $     55    $     32     139%    $    174    $     82    $    (92)    (53)%
Interest expense     $    (10)   $    (39)   $    (29)   (290)%   $    (10)   $   (101)   $    (91)   (910)%
</TABLE>

     The quarter-over-quarter increase in interest income from 2003 to 2004 was
due to a higher average cash balance resulting from the completion of our
follow-on public offering of common stock in May 2004.

     The year-over-year decrease in interest income from 2003 to 2004 was due to
the lower average cash balances resulting from multiple acquisitions, including
our acquisitions of ArtToday in June 2003 and the assets of DevX.com in July
2003, Comstock in April 2004 and Thinkstock in July 2004. We expect our interest
income to increase due to the completion of our follow-on public offering of
common stock mentioned above.

     Interest expense relates to long-term financing arrangements assumed as
part of the acquisition of ArtToday as well as borrowing under our revolving
credit facilities used to partially finance the acquisition of the assets of
Comstock on April 1, 2004.

     PROVISION FOR INCOME TAXES.

     Provision for income taxes relates primarily to foreign income taxes for
certain of our international subsidiaries. There was no provision for any
current United States federal or state income taxes for any of the periods
presented because we have experienced operating losses from our inception
through the nine months ended September 30, 2003 and a full valuation allowance
has been provided for any future benefits of such losses.

     MINORITY INTERESTS.

     Minority interests represent the minority stockholders' proportionate share
of profits or losses of our majority-owned Japanese subsidiary,
Japan.internet.com KK, which is our online media business focused on Japan.

     EQUITY LOSS FROM VENTURE FUND INVESTMENTS AND OTHER, NET

     Equity loss represents our net equity interests in the investments in
internet.com venture funds, international and event-related joint ventures. The
quarter-over-quarter decrease from 2003 to 2004 in the amount of our equity
losses from venture fund investments and other was due primarily to a reduction
in the write-downs of portfolio investments by the internet.com venture funds.


                                       25
<PAGE>

     LIQUIDITY AND CAPITAL RESOURCES

     The following table sets forth, for the periods indicated, a comparison of
the key components of our liquidity and capital resources (dollars in
thousands):

                                NINE MONTHS ENDED
                                  SEPTEMBER 30,          2003 VS. 2004
                              --------------------    -------------------
                                2003        2004          $          %
                              --------    --------    --------    -------
Operating cash flows          $    366    $ 14,894    $ 14,528     3,969%
Investing cash flows           (17,133)    (27,163)    (10,030)      (61)
Financing cash flows               305      35,409      35,104    11,510
Capital expenditures              (211)       (269)        (58)      (27)


                                         AS OF                  2003 VS. 2004
                              ----------------------------   -------------------
                              DECEMBER 31,   SEPTEMBER 30,
                                  2003           2004            $          %
                              -----------    -------------   ---------    ------
Cash and cash equivalents      $   9,567      $   32,707     $  23,140     242%
Accounts receivable, net          10,281          10,293            12      --
Working capital                    5,646          26,721        21,075     373


     Since inception, we have funded operations primarily with cash proceeds
from our initial and follow-on public offerings of our common stock in June,
1999, February, 2000 and May 2004, respectively. Cash increased in 2004
primarily due to proceeds from our May 2004 public offering of common stock,
cash flows from operations and proceeds from the exercise of stock options.

     Cash provided by operating activities increased in 2004 due primarily to
increases in our net income and our deferred revenues. In 2004, deferred
revenues increased primarily due to the increased bookings for our Online images
business and bookings for paid attendance, sponsorships and exhibition space
fees for certain events to be held in the future. Net cash provided by operating
activities for the nine months ended September 30, 2003 was primarily a result
of our net losses adjusted for depreciation and amortization and non-cash barter
transactions as well as decreases in accounts receivable offset by decreases in
accounts payable and accrued expenses.

     The amounts of cash used in investing activities vary in correlation to the
number and value of the acquisitions consummated. Net cash used in investing
activities in 2004 increased from cash used in 2003 primarily due to the
acquisitions of the assets of Comstock and Thinkstock. As part of the
acquisition of ArtToday, we are required to make earn-out payments totaling up
to a maximum of $4.0 million based on net revenue targets achieved by ArtToday
for the period from July 1, 2003 to December 31, 2003; for the period from
January 1, 2004 to June 30, 2004; and for the period from July 1, 2004 to June
30, 2005. Based on the results of ArtToday for the period from July 1, 2003 to
December 31, 2003, the seller, International Microcomputer Software, Inc.
("IMSI"), was paid $1.0 million in February 2004, which represents the maximum
amount that could have been earned for this earn-out period. Based on the
results of ArtToday for the period from January 1, 2004 to June 30, 2004, IMSI
was paid $1.0 million in August 2004, which represents the maximum amount that
could have been earned for this earn-out period. Net cash used in investing
activities in 2003 related primarily to the acquisition of ArtToday.

     Cash provided from financing activities relates primarily to proceeds from
our follow-on public offering of common stock in May 2004 and proceeds received
from the exercise of employee stock options.

                                       26
<PAGE>

     In October 2001, our board of directors authorized the expenditure of up to
$1.0 million to repurchase shares of our outstanding common stock. Any purchases
under this stock repurchase program could be made, from time-to-time, in the
open market, through block trades or otherwise, at the discretion of our
management. Depending on market conditions and other factors, these purchases
could be commenced or suspended at any time or from time-to-time without prior
notice. In September 2002, we repurchased 65,000 shares of our common stock at
$1.60 per share as part of this stock repurchase program. Other than in this
instance, we have not repurchased any of our shares of common stock under our
stock repurchase program.

     On April 1, 2004, we acquired substantially all of the assets of Comstock
Images for $20.85 million in cash and the assumption of $28,000 of liabilities.
We financed the acquisition with cash on hand and $13 million in borrowings
under our revolving credit facilities with HSBC Bank USA, or HSBC, $4.0 million
of which was incurred on April 1, 2004 and $9.0 million of which was incurred on
April 13, 2004.

     On April 1, 2004, we obtained secured revolving credit facilities from
HSBC, which provide for aggregate borrowings of up to $12 million. These
revolving credit facilities consist of an $8 million revolving credit facility,
borrowings under which are capped at the lesser of $8 million and 80% of our
eligible accounts receivable, and a $4 million revolving credit facility. We pay
a commitment fee of 0.5% per annum on the daily average unused amount of
available borrowings under our $8 million credit facility. Both the $8 million
credit facility and the $4 million credit facility are collateralized by all of
our assets. At our option, borrowings under these credit facilities bear
interest either at a rate equal to HSBC's prime rate or at a equal to LIBOR plus
2.0%. All borrowings under these revolving credit facilities are due and payable
on March 31, 2005.

     On April 8, 2004, we obtained an additional secured revolving credit
facility from HSBC, which provides for additional borrowings of up to $11
million. Borrowings under this $11 million revolving credit facility bear
interest at a rate equal to LIBOR plus 1.35% and are collateralized by all of
our assets. All borrowings under this facility are due and payable on March 31,
2005.

     All of our credit facilities contain customary covenants including, among
others, restrictions on our ability to pay dividends, incur additional
indebtedness or liens on our assets, make investments in excess of $1 million in
the aggregate or make acquisition in excess of $25 million in the aggregate or
in excess of $5 million for any single transaction. Our credit facilities also
require us to meet certain financial tests, including a stockholders' equity
test, a quarterly net income test, an interest coverage ratio test and a fixed
charge coverage ratio test.

     Up to $5 million of our obligations arising under our $8 million and $4
million credit facilities are guaranteed by Alan M. Meckler, our Chairman and
CEO, and his wife. The obligations arising under our $11 million credit facility
with HSBC are also guaranteed by Mr. and Mrs. Meckler. All of these guarantees
are secured by certain of Mr. and Mrs. Meckler's personal assets.

     On May 28, 2004, Jupitermedia completed a follow-on public offering of
common stock that generated proceeds of $30.6 million for Jupitermedia. Of the
4,830,000 shares sold in the offering, 3,830,000 shares were sold by
Jupitermedia and 1,000,000 shares were sold by certain stockholders of
Jupitermedia. A portion of the proceeds from this offering was used to repay all
amounts outstanding under the credit facilities. We will evaluate whether to
terminate these credit facilities or keep all or a portion of them available for
future financing needs.

     We expect to continue to strategically acquire companies, content and
images that are complementary to our business. Although we are currently
considering potential strategic acquisitions, we have no binding commitments or
agreements with respect to any such acquisitions. We expect to finance future
acquisitions through a combination of long-term and short-term financing
including debt, equity and cash and internally generated cash flow. We may
obtain long-term financing through the issuance of equity securities and the
incurrence of long-term secured or unsecured debt. We may obtain short-term
financing through the use of a revolving credit facility, which may be
terminated or replaced with long-term financing as appropriate.

                                       27
<PAGE>

     Our cash and investment balances may decline during 2004 in the event of a
downturn in the general economy, particularly related to information technology
advertising and marketing or changes in our planned cash outlay. However, based
on our current business plan and revenue prospects, we believe that our existing
balances together with our anticipated cash flows from operations will be
sufficient to meet our working capital and operating resource expenditure
requirements for the next twelve months.

CRITICAL ACCOUNTING POLICIES

     There have been no changes to our critical accounting policies from those
included in our most recent Form 10-K for the year ended December 31, 2003.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

     We have no derivative financial instruments or derivative commodity
instruments. We invest our excess cash primarily in debt instruments of the U.S.
Government and its agencies.

     We invest in equity instruments of privately held, online media and
technology companies for business and strategic purposes. These investments are
included in investments and other assets and are accounted for under the cost
method, as we do not have the ability to exert significant influence over the
companies or their operations. For these no-quoted investments, our policy is to
regularly review the assumptions underlying the operating performance and cash
flow forecasts in assessing the carrying values. We identify and record
impairment losses on long-lived assets when events and circumstances indicate
that such assets might be impaired.

     We have investments in internet.com Venture Fund I LLC, or Fund I,
internet.com Venture Fund II LLC, or Fund II, and internet.com Venture Partners
III LLC, or Fund III, that were organized on March 4, 1999, September 3, 1999
and January 7, 2000, respectively, as Delaware limited liability companies. As
of September 30, 2004, we had a 14%, 12% and 14% interest in each of Fund I,
Fund II, and Fund III, respectively, and the aggregate carrying value of our
investments in these three funds was $170,000. The carrying value of our
investments in the venture funds declined $540,000 during the nine months ended
September 30, 2004 due primarily to cash and stock distributions from Fund II
and Fund III in the amount of $493,000. As of September 30, 2004, the carrying
value of our direct investments in venture fund related portfolio companies was
$607,000. We were fully invested in all three funds as of September 30, 2004 and
no longer had any outstanding capital commitments related to the funds.

     I-Venture Management LLC, a wholly owned subsidiary of Jupitermedia, is the
managing member and acts as the investment manager, and makes all investment
decisions on behalf of, each of Fund I, Fund II and Fund III. Acting, through
I-Venture Management LLC, as the managing member of the funds, we have
significant influence over their operations and, accordingly, we account for
these investments on the equity basis of accounting, subject to review for
impairment.

     In October 2002, the operating agreement of Fund III was amended to reduce
its committed capital from $75.0 million to $22.5 million and to provide for the
cessation of investments, dissolution of the fund and the distribution of its
assets following December 31, 2003. In February 2003, the operating agreement of
Fund II was amended to provide for the cessation of fund investments,
dissolution and distribution of its assets following December 31, 2003. Both
Fund II and Fund III are in the process of being dissolved and final
distributions are expected to be made following such dissolutions. The
liquidation and distribution of the assets of Fund II and Fund III is
substantially complete, and the dissolution of these funds will occur in the
fourth quarter of 2004.

     Our transactions are generally conducted, and, as of September 30, 2004,
96% of our cash was held in accounts that are denominated, in United States
dollars. Accordingly, we are not exposed to significant foreign currency risk.

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<PAGE>

ITEM 4. CONTROLS AND PROCEDURES

     EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Jupitermedia management,
including the Chief Executive Officer and Chief Financial Officer, have
conducted an evaluation of the effectiveness of disclosure controls and
procedures (as defined in Exchange Act Rule 15d-15(e)). Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that, as of the end of the period covered by this quarterly report, the
disclosure controls and procedures are effective in ensuring that all material
information required to be filed in this quarterly report has been made known to
them in a timely fashion.

     CHANGES IN INTERNAL CONTROLS. No change in our internal controls over
financial reporting occurred during the third quarter of our current fiscal year
that has materially affected, or is likely to materially affect, our internal
controls over financial reporting.

     SARBANES-OXLEY ACT OF 2002 - SECTION 404. Pursuant to Section 404 of the
Sarbanes-Oxley Act of 2002, beginning with our Annual Report on Form 10-K for
the fiscal year ending December 31, 2004, we will be required to furnish a
report by our management on our internal controls over financial reporting. Such
report will contain, among other matters, an assessment of the effectiveness of
our internal controls over financial reporting as of the end of our fiscal year,
including a statement as to whether or not our internal controls over financial
reporting are effective. This assessment must include disclosure of any material
weaknesses in our internal controls over financial reporting identified by
management. Our independent registered public accounting firm is required to
attest to and report on management's assessment of such internal controls.

     We are currently performing the system and process documentation and
evaluation needed to comply with Section 404. This process is extremely time
consuming and subject to change, as there is no precedent available by which to
measure compliance. In this regard, our auditors have informed us that they may
not be able to complete their work on a timely basis in order to report on our
internal controls as of December 31, 2004. If we are unable to assert that our
internal controls over financial reporting are effective as of December 31, 2004
or if our auditors are unable to timely attest that our management's report is
fairly stated or our auditors are unable to express an opinion on our
management's evaluation or on the effectiveness of the internal controls, we
could lose investor confidence in the accuracy and completeness of our financial
reports, which in turn could have an adverse effect on our stock price.







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<PAGE>

     PART II - OTHER INFORMATION

Item 1.             LEGAL PROCEEDINGS

                         A complaint was filed in Delaware Chancery Court on
                    June 16, 1999 by a former shareholder of Mecklermedia
                    alleging that Messrs. Alan M. Meckler and Christopher S.
                    Cardell, each an executive officer and director of
                    Jupitermedia, as well as the other former directors of
                    Mecklermedia, breached their fiduciary duties of care,
                    candor, and loyalty in connection with the approval of both
                    the sale of Mecklermedia to Penton Media, Inc., or Penton
                    Media, in November 1998 and the related sale of 80.1% of the
                    Internet business of Mecklermedia to Mr. Meckler (the
                    "Delaware Action"). Jupitermedia was also named as a
                    defendant. The action was brought as a class action
                    purportedly on behalf of a class of all shareholders of
                    Mecklermedia (other than any defendant) whose shares were
                    acquired by Penton Media, and sought damages from all
                    defendants and the imposition of a constructive trust on the
                    benefits obtained by any defendant.

                         The parties to the Delaware Action and the parties to a
                    related class action brought against Penton Media in the
                    United States District Court for the Southern District of
                    New York (the "Penton Action") reached an agreement to
                    settle both actions for $7.5 million. The insurance carrier
                    that provided director and officer liability insurance to
                    the directors of Jupitermedia has agreed to pay $2.875
                    million toward the settlement and Penton Media's insurance
                    carrier has agreed to pay the remaining portion of the
                    settlement. The settlement agreement has been executed and
                    notice of the settlement has been provided to members of
                    settlement class. The New York court issued an order and
                    final judgment approving the settlement and dismissing the
                    Penton Action with prejudice subject to the terms of the
                    settlement agreement. The Delaware court issued an order and
                    final judgment approving the settlement and dismissing the
                    Delaware Action with prejudice.

                         On February 28, 2003, Jupitermedia filed a lawsuit in
                    the United States District Court for the District of
                    Colorado alleging that the defendants, Michael Anderson,
                    Prime Directive, Inc. and Part-15 Corporation, are knowingly
                    and willfully using the name "WISPCON" to advertise, promote
                    and conduct a variety of Internet / information technology
                    trade shows, where such name is deliberately and confusingly
                    similar to the plaintiffs' pre-existing use in connection
                    with their own Internet / information technology trade shows
                    of the trademarked, service marked and branded name
                    "ISPCON." Jupitermedia owns 49.9% of the ISPCON joint
                    venture, through which it provides marketing, sales and
                    other event support for the ISPCON trade shows. Defendants
                    filed a motion to dismiss for lack of personal jurisdiction
                    and have also filed an Answer and Counterclaim. Defendants
                    sought injunctive relief and damages on their counterclaim
                    for what they alleged was the plaintiffs' wrongful use of
                    the name "WISPCON." The District Court, by Order dated
                    September 7, 2004, dismissed the lawsuit and counterclaim
                    without prejudice, with each party to bear its own costs.
                    The parties entered into a settlement agreement to settle
                    all claims of the lawsuit and counterclaim. In connection
                    with the settlement, the ISPCON joint venture shall pay an
                    amount that will not materially affect the financial
                    statements of Jupitermedia.

                         On August 3, 2004, Mario Cisneros and Michael Voight
                    filed a class action lawsuit on behalf of themselves and all
                    others situated and/or the general public against thirteen
                    co-defendants including Jupitermedia. Cisneros et al. allege
                    that defendants' posting of paid advertising providing links
                    to Internet gambling

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<PAGE>

                    Web sites constitutes unfair competition and unlawful
                    business acts and practices under California law. Plaintiffs
                    seek declaratory and injunctive relief, disgorgement of
                    profits and restitution. Jupitermedia denies liability and
                    intends to continue to defend itself vigorously.

                         Jupitermedia is subject to legal proceedings and claims
                    that arise in the ordinary course of its business. In the
                    opinion of management, the amount of ultimate liability with
                    respect to these actions will not materially affect the
                    financial statements of Jupitermedia. .


Item 2.             CHANGES IN SECURITIES

                    Not Applicable

Item 3.             DEFAULTS UPON SENIOR SECURITIES

                    Not Applicable

Item 4.             SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                    Not Applicable

Item 5.             OTHER INFORMATION

                    Not Applicable

Item 6.             EXHIBITS AND REPORTS ON FORM 8-K

                    (a) Exhibits

                    The following is a list of exhibits filed as part of this
                    Report on Form 10-Q. Where so indicated by footnote,
                    exhibits, which were previously filed, are incorporated by
                    reference. For exhibits incorporated by reference, the
                    location of the exhibit in the previous filing is indicated
                    parenthetically except for in those situations where the
                    exhibit number was the same as set forth below.

                    Exhibit
                    Number     Description
                    -------    -------------------------------------------------
                    3.1*       Registrant's Amended and Restated Certificate of
                               Incorporation, as amended
                    3.2**      Registrant's Bylaws
                    11         Statement Regarding Computation of Per Share
                               Earnings (Loss) (included in notes to
                               consolidated financial statements)
                    31.1       Certification pursuant to Section 302 of the
                               Sarbanes-Oxley Act of 2002
                    31.2       Certification pursuant to Section 302 of the
                               Sarbanes-Oxley Act of 2002
                    32.1       Certification Pursuant to 18 U.S.C. Section 1350,
                               as Adopted Pursuant to Section 906 of the
                               Sarbanes-Oxley Act of 2002
                    32.2       Certification Pursuant to 18 U.S.C. Section 1350,
                               as Adopted Pursuant to Section 906 of the
                               Sarbanes-Oxley Act of 2002

                    *  Incorporated herein by reference to the Registrant's Form
                       10-K filed on March 5, 2004.


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<PAGE>

                    **  Incorporated herein by reference to the Registrant's
                        Registration Statement on Form S-1 (File No. 333-76331)
                        filed on April 15, 1999.

                    (b) Reports on Form 8-K

                    On August 2, 2004, Jupitermedia filed a Form 8-K announcing
                    the acquisition of substantially all of the assets of
                    Thinkstock and Thinkstock Footage from Thinkstock, LLC
                    pursuant to an Asset Purchase Agreement dated July 28, 2004
                    between ArtToday, Inc., a wholly owned subsidiary of
                    Jupitermedia, and Thinkstock, LLC.

                    On August 5, 2004, Jupitermedia filed a Form 8-K announcing
                    its financial results for the quarter ended June 30, 2004.






















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                                   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.



Dated: November 12, 2004                    Jupitermedia Corporation



                                            /s/ Christopher S. Cardell
                                            -------------------------------
                                            Christopher S. Cardell
                                            Director, President and Chief
                                            Operating Officer


                                            /s/ Christopher J. Baudouin
                                            -------------------------------
                                            Christopher J. Baudouin
                                            Senior Vice President and Chief
                                            Financial Officer












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