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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X]    Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
       Exchange Act of 1934 for the quarterly period ended June 30, 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
 incorporation or organization)                            Identification No.)


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 August 11, 2004 was 31,177,493.
================================================================================
<PAGE>

                            JUPITERMEDIA CORPORATION

                                      INDEX

                                                                            PAGE
PART I.   Financial Information

Item 1.   Financial Statements

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

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

          Unaudited Consolidated Condensed Statements of Cash Flows -
            For the Three Months and Six Months Ended June 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         27

Item 4.   Controls and Procedures                                            28

PART II.  Other Information

Item 1.   Legal Proceedings                                                  29

Item 2.   Changes in Securities                                              30

Item 3.   Defaults Upon Senior Securities                                    30

Item 4.   Submission of Matters to a Vote of Security Holders                30

Item 5.   Other Information                                                  30

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

Signatures                                                                   32

                                        2
<PAGE>

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


                                                                       DECEMBER 31,       JUNE 30,
                                                                           2003            2004
                                                                       ------------    ------------
                                     ASSETS
<S>                                                                    <C>             <C>
Current assets:
    Cash and cash equivalents                                          $      9,567    $     29,222
    Accounts receivable, net of allowances of $948 and
      $780, respectively                                                     10,281          10,862
    Unbilled accounts receivable                                              1,012           1,058
    Prepaid expenses and other                                                2,124           2,350
                                                                       ------------    ------------
          Total current assets                                               22,984          43,492

Property and equipment, net of accumulated depreciation of
  $8,674 and $8,927, respectively

                                                                              1,488           2,002
Intangible assets, net                                                        8,130          18,410
Goodwill                                                                     21,760          31,952
Investments and other assets                                                  1,676           1,507
                                                                       ------------    ------------
          Total assets                                                 $     56,038    $     97,363
                                                                       ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                   $      1,494    $      3,210
    Accrued payroll and related expenses                                      2,482           2,029
    Accrued expenses and other                                                4,151           4,677
    Deferred revenues                                                         9,211          11,101
                                                                       ------------    ------------
          Total current liabilities                                          17,338          21,017

Long-term liabilities                                                           341             283
Deferred tax liabilities                                                       --               103
                                                                       ------------    ------------
          Total liabilities                                                  17,679          21,403
                                                                       ------------    ------------

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 31,032,035 shares issued at
      December 31, 2003 and June 30, 2004, respectively                         260             311
    Additional paid-in capital                                              177,629         210,019
    Accumulated deficit                                                    (139,427)       (134,281)
    Treasury stock, 65,000 shares at cost                                      (106)           (106)
    Accumulated other comprehensive income                                        3              17
                                                                       ------------    ------------
         Total stockholders' equity                                          38,359          75,960
                                                                       ------------    ------------
         Total liabilities and stockholders' equity                    $     56,038    $     97,363
                                                                       ============    ============
</TABLE>

                 See notes to consolidated financial statements

                                        3
<PAGE>


                            JUPITERMEDIA CORPORATION
            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2003 AND 2004
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE><CAPTION>

                                                                       THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                                            JUNE 30,                             JUNE 30,
                                                                 -----------------------------        -----------------------------
                                                                    2003               2004              2003               2004
                                                                 ----------         ----------        ----------         ----------
<S>                                                              <C>                <C>               <C>                <C>
Revenues                                                         $   10,220         $   17,846        $   18,465         $   32,199
Cost of revenues                                                      4,508              6,547             9,180             12,567
                                                                 ----------         ----------        ----------         ----------

Gross profit                                                          5,712             11,299             9,285             19,632
                                                                 ----------         ----------        ----------         ----------

Operating expenses:
     Advertising, promotion and selling                               3,539              4,550             6,261              8,125
     General and administrative                                       1,785              2,152             3,378              4,677
     Depreciation                                                       338                242               701                465
     Amortization                                                       256                722               496              1,117
                                                                 ----------         ----------        ----------         ----------
Total operating expenses                                              5,918              7,666            10,836             14,384
                                                                 ----------         ----------        ----------         ----------

Operating income (loss)                                                (206)             3,633            (1,551)             5,248

Income (loss) on investments and other, net                              54                105                (1)               119
Interest income                                                          62                  9               151                 27
Interest expense                                                       --                  (56)             --                  (62)
                                                                 ----------         ----------        ----------         ----------

Income (loss) before income taxes, minority
     interests and equity loss from venture
     fund investments and other, net                                    (90)             3,691            (1,401)             5,332

Provision for income taxes                                             --                  140              --                  140
Minority interests                                                        6                (26)               10                (37)
Equity loss from venture fund investments and other, net                (27)               (16)              (50)                (9)
                                                                 ----------         ----------        ----------         ----------
Net income (loss)                                                $     (111)        $    3,509        $   (1,441)        $    5,146
                                                                 ==========         ==========        ==========         ==========

Basic net income (loss) per share                                $    (0.00)        $     0.13        $    (0.06)        $     0.19
                                                                 ==========         ==========        ==========         ==========

Basic weighted average number of common shares outstanding           25,301             27,903            25,292             26,965
                                                                 ==========         ==========        ==========         ==========

Diluted net income (loss) per share                              $    (0.00)        $     0.11        $    (0.06)        $     0.17
                                                                 ==========         ==========        ==========         ==========


Diluted weighted average number of common shares outstanding         25,301             30,906            25,292             29,783
                                                                 ==========         ==========        ==========         ==========
</TABLE>

                 See notes to consolidated financial statements.

                                        4
<PAGE>

                            JUPITERMEDIA CORPORATION
            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2004
                                 (IN THOUSANDS)
<TABLE><CAPTION>
                                                                                                           SIX MONTHS ENDED
                                                                                                                JUNE 30,
                                                                                                     -----------------------------
                                                                                                        2003               2004
                                                                                                     ----------         ----------
<S>                                                                                                  <C>                <C>
Cash flows from operating activities:
     Net income (loss)                                                                               $   (1,441)        $    5,146
     Adjustments to reconcile net income (loss) to net cash provided by operating activities:
        Depreciation and amortization                                                                     1,197              1,582
        Barter transactions, net                                                                           (456)              --
        Provision (benefit) for losses on accounts receivable                                                52               (144)
        Provision for income taxes                                                                         --                   37
        Minority interests                                                                                  (10)                37
        Equity loss from venture fund investments and other, net                                             50                  9
        (Income) loss on investments and other, net                                                           1               (119)
     Changes in current assets and liabilities (net of businesses acquired):
        Accounts receivable                                                                               1,667                322
        Unbilled accounts receivable                                                                        147                (46)
        Prepaid expenses and other                                                                         (594)              (267)
        Accounts payable and accrued expenses                                                              (699)             1,408
        Deferred revenues                                                                                   575              1,855
                                                                                                     ----------         ----------
            Net cash provided by operating activities                                                       489              9,820
                                                                                                     ----------         ----------

Cash flows from investing activities:
     Additions to property and equipment                                                                   (147)              (207)
     Acquisitions of businesses and other                                                               (13,431)           (22,917)
     Distribution from internet.com venture funds                                                          --                  148
     Proceeds from sales of assets and other                                                                 54                135
                                                                                                     ----------         ----------
            Net cash used in investing activities                                                       (13,524)           (22,841)
                                                                                                     ----------         ----------

Cash flows from financing activities:
     Proceeds from issuance of common stock, net                                                           --               30,580
     Borrowings under credit facilities                                                                    --               13,000
     Repayment of borrowings under credit facilities                                                       --              (13,000)
     Proceeds from exercise of stock options                                                                103              2,096
                                                                                                     ----------         ----------
            Net cash provided by financing activities                                                       103             32,676
                                                                                                     ----------         ----------

Net decrease in cash and cash equivalents                                                               (12,932)            19,655
Cash and cash equivalents, beginning of period                                                           25,451              9,567
                                                                                                     ----------         ----------
Cash and cash equivalents, end of period                                                             $   12,519         $   29,222
                                                                                                     ==========         ==========

Supplemental disclosures of cash flow:
        Cash paid for income taxes                                                                           $-                 $-
                                                                                                     ==========         ==========
        Cash paid for interest                                                                               $-         $       62
                                                                                                     ==========         ==========
</TABLE>

                 See notes to consolidated financial statements.

                                        5
<PAGE>

                            JUPITERMEDIA CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 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, formerly ArtToday, Inc. ("ArtToday"), is a Web-based
image resource serving creative professionals with products like Comstock
Images, Photos.com, ClipArt.com and FlashComponents.com. Jupitermedia also
includes JupiterResearch, an international market research and advisory
organization specializing in business and technology market research. In
addition, JupiterEvents 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 six months ended June 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 JUNE 30,    SIX MONTHS ENDED JUNE 30,
                                                                 ---------------------------    -------------------------
                                                                     2003           2004           2003           2004
                                                                  ---------      ---------      ---------      ---------
<S>                                                               <C>            <C>            <C>            <C>
Net income (loss)                                                 $    (111)     $   3,509      $  (1,441)     $   5,146
   Deduct: Total stock-based employee compensation expense
      determined under fair value based method for all awards        (1,125)        (1,173)        (2,754)        (3,267)
                                                                  ---------      ---------      ---------      ---------
Pro forma net income (loss)                                       $  (1,236)     $   2,336      $  (4,195)     $   1,879
                                                                  =========      =========      =========      =========
Basic net income (loss) per share
   As reported                                                    $   (0.00)     $    0.13      $   (0.06)     $    0.19
                                                                  =========      =========      =========      =========
   Pro forma                                                      $   (0.05)     $    0.08      $   (0.17)     $    0.07
                                                                  =========      =========      =========      =========

Diluted net income (loss) per share
   As reported                                                    $   (0.00)     $    0.11      $   (0.06)     $    0.17
                                                                  =========      =========      =========      =========
   Pro forma                                                      $   (0.05)     $    0.08      $   (0.17)     $    0.06
                                                                  =========      =========      =========      =========
</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 three months ended June 30, 2003 and 2004: risk-free
interest rates of 1.66% and 2.98%, respectively; expected lives of three years;
expected dividend rate of zero; and expected volatility of 125% and 121%,
respectively.

        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 six months ended June 30, 2003 and 2004: risk-free
interest rates of 1.81% and 2.58%, respectively; expected lives of three years;
expected dividend rate of zero; and expected volatility of 125% and 122%,
respectively.

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 DevX.com, Inc.,
which took place on July 11, 2003, and the acquisition of the assets of
Comstock, Inc. on April 1, 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.


                                        7
<PAGE>

        AMORTIZED INTANGIBLE ASSETS

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


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

                                                     JUNE 30, 2004
                                      ------------------------------------------
                                                    ACCUMULATED     NET CARRYING
                                        COST       AMORTIZATION         VALUE
                                      ------------------------------------------
   Image library                      $11,720          $(419)          $11,301
   Customer lists                       2,668           (266)            2,402
   Web site development costs           3,121         (1,521)            1,600
   Trademarks                           2,577         (1,796)              781
   Non-compete agreements                 584           (130)              454
                                      ------------------------------------------
      Total                           $20,670        $(4,132)          $16,538
                                      ==========================================

        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. Estimated amortization expense for intangible assets subject to
amortization is as follows (in thousands):

       YEAR ENDING DECEMBER 31,
       ------------------------
       2004                                        $1,370
       2005                                         2,543
       2006                                         2,231
       2007                                         1,748
       2008                                         1,550
       Thereafter                                   7,096
                                                  -------
                                                  $16,538
                                                  =======

                                        8
<PAGE>

UNAMORTIZED INTANGIBLE ASSETS

                                           December 31, 2003       June 30, 2004
                                           -----------------       -------------
Domain names                                     $1,616                $1,872
                                                 ------                ------
    Total                                        $1,616                $1,872
                                                 ======                ======

GOODWILL

        The changes in the carrying amount of goodwill for the six months ended
June 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           9,061            -       25      9,186
        Purchase accounting adjustments          (332)          1,338            -               1,006
                                               ------         -------       ------      ---    -------
        Balance as of June 30, 2004            $7,372         $21,874       $2,632      $74    $31,952
                                               ======         =======       ======      ===    =======
</TABLE>

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

5. COMPUTATION OF NET INCOME (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 six months ended June 30, 2003 and 2004 are as follows (in thousands,
except per share amounts):
<TABLE><CAPTION>
                                                      THREE MONTHS ENDED         SIX MONTHS ENDED
                                                            JUNE 30,                  JUNE 30,
                                                      -------------------      -------------------
                                                        2003        2004         2003        2004
                                                      -------     -------      -------     -------
<S>                                                   <C>         <C>          <C>         <C>
        Numerator: Net income (loss)                  $  (111)    $ 3,509      $(1,441)    $ 5,146

        Denominator: Basic weighted average number
          of common shares outstanding                 25,301      27,903       25,292      26,965
                                                      -------     -------      -------     -------
        Basic net income (loss) per share             $ (0.00)    $  0.13      $ (0.06)    $  0.19
                                                      =======     =======      =======     =======
</TABLE>

                                        9
<PAGE>
<TABLE><CAPTION>

                                                      THREE MONTHS ENDED         SIX MONTHS ENDED
                                                            JUNE 30,                  JUNE 30,
                                                      -------------------      -------------------
                                                        2003        2004         2003        2004
                                                      -------     -------      -------     -------
<S>                                                   <C>         <C>          <C>         <C>
        Numerator: Net income (loss)                  $  (111)    $ 3,509      $(1,441)    $ 5,146

        Denominator: Diluted weighted average
          number of common shares outstanding          25,301      30,906       25,292      29,783
                                                      -------     -------      -------     -------
        Diluted net income (loss) per share           $ (0.00)    $  0.11      $ (0.06)    $  0.17
                                                      =======     =======      =======     =======
</TABLE>

        For the three months ended June 30, 2003 and 2004, outstanding options
to purchase 7,321,155 and 2,572,926 shares of common stock, respectively, were
excluded from the calculation of diluted earnings per share for those periods,
as the result would have been anti-dilutive.

        For the six months ended June 30, 2003 and 2004, outstanding options to
purchase 7,321,155 and 2,534,926 shares of common stock, respectively, were
excluded from the calculation of diluted earnings per share for those periods,
as the result would have been anti-dilutive.

6. ACQUISITION

        On April 1, 2004, Jupitermedia acquired (the "Acquisition")
substantially all of the assets and certain liabilities of Comstock, Inc.
("Comstock Images") for approximately $20.85 million in cash. Comstock Images
will be integrated into Jupitermedia's Online images segment. The 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 secured 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 secured 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 9), approximately $13 million in
outstanding borrowings under Jupitermedia's credit facilities was repaid. As of
June 30, 2004, there were no outstanding borrowings under Jupitermedia's credit
facilities.

                                       10
<PAGE>

        The total purchase price of the 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 $8.7
million to goodwill, $10.5 million to intangible assets, $1.6 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 Acquisition will be finalized at a later date not to
exceed one year from the Acquisition date.

        The unaudited pro forma information below presents results of operations
as if the Acquisition had occurred as of January 1, 2003. The unaudited pro
forma information is not 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):
<TABLE><CAPTION>
                                              THREE MONTHS ENDED         SIX MONTHS ENDED
                                                    JUNE 30,                  JUNE 30,
                                              -------------------      -------------------
                                                2003        2004         2003        2004
                                              -------     -------      -------     -------
<S>                                           <C>         <C>          <C>         <C>
        Revenues                              $12,876     $17,846      $23,752     $35,171
                                              =======     =======      =======     =======
        Net income (loss)                        $431      $3,509        $(441)     $6,298
                                              =======     =======      =======     =======
        Basic net income (loss) per share       $0.02       $0.13       $(0.02)      $0.23
                                              =======     =======      =======     =======
        Diluted net income (loss) per share     $0.02       $0.11       $(0.02)      $0.21
                                              =======     =======      =======     =======
</TABLE>


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 on June 30, 2003, Jupitermedia added an
additional reportable segment titled Online images. Online images consists of
the JupiterImages business that includes ArtToday and Comstock Images. 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 six months ended June
30, 2003 and 2004 is as follows (in thousands):

                                   THREE MONTHS ENDED        SIX MONTHS ENDED
                                        JUNE 30,                 JUNE 30,
                                  --------------------     --------------------
                                    2003        2004         2003        2004
                                  --------    --------     --------    --------
Revenues:
     Online media                 $  6,034    $  8,002     $ 10,679    $ 15,221
     Online images                    --         5,791         --         8,248
     Research                        2,157       2,201        4,433       4,543
     Events                          1,876       1,841        3,053       4,163
     Other                             153          11          300          24
                                  --------    --------     --------    --------
                                  $ 10,220    $ 17,846     $ 18,465    $ 32,199
                                  --------    --------     --------    --------

Cost of revenues and operating
  expenses:
     Online media                 $  4,058    $  4,441     $  8,150    $  9,448
     Online images                    --         2,643         --         3,851
     Research                        2,277       2,275        4,864       4,426
     Events                          2,230       2,030        3,543       4,174
     Other                           1,861       2,824        3,459       5,052
                                  --------    --------     --------    --------
                                  $ 10,426    $ 14,213     $ 20,016    $ 26,951
                                  --------    --------     --------    --------
Operating income (loss):
     Online media                 $  1,976    $  3,561     $  2,529    $  5,773
     Online images                    --         3,148         --         4,397
     Research                         (120)        (74)        (431)        117
     Events                           (354)       (189)        (490)        (11)
     Other                          (1,708)     (2,813)      (3,159)     (5,028)
                                  --------    --------     --------    --------
                                  $   (206)   $  3,633     $ (1,551)   $  5,248
                                  ========    ========     ========    ========

8. 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 seeks damages from all defendants and the
imposition of a constructive trust on the benefits obtained by any defendant. On
or about November 7, 2000, defendants were served with an amended complaint,
which named three additional plaintiffs.

        Following discovery, on or about October 9, 2001, plaintiffs filed a
Second Amended Class Action Complaint ("SAC"). The SAC adds allegations
concerning defendants' alleged failure to disclose certain facts concerning Mr.
Meckler's role in the transactions, his role in negotiations with a third party,
and the valuation of the assets at issue. Defendants filed a motion to dismiss
the SAC on April 1, 2002. On November 6, 2002, the Chancery Court issued an
opinion denying defendants' motion to dismiss the SAC. On December 13, 2002, all
of the defendants, including Jupitermedia, served an answer to the SAC generally
denying the allegations therein, denying that the directors of Mecklermedia
breached any fiduciary duties, and asserting certain affirmative defenses.

        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") have reached an

                                       12
<PAGE>

agreement to settle both actions for $7.5 million. The carrier who 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 settlement is subject to approval
by the New York court and dismissal of the Delaware Action by the Delaware
court. 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 settlement remains subject to dismissal of the
Delaware Action by the Delaware court.

        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. Jupitermedia is seeking
injunctive relief and damages under a variety of legal theories, including
trademark infringement, unfair competition, trademark dilution, deceptive trade
practices, interference with contract and unjust enrichment. Defendants filed a
motion to dismiss for lack of personal jurisdiction, which is pending, but also
have filed an Answer and Counterclaim. Defendants seek injunctive relief and
damages on their counterclaim for what they allege is the plaintiffs' wrongful
use of the name "WISPCON." The amount of monetary damages sought by each party
has not been quantified, but is to be fixed by the Court in its discretion.
Defendants are seeking three times the amount of actual damages determined by
the Court to have been suffered, if any, as well as exemplary damages. Discovery
has commenced in the case. Jupitermedia intends to vigorously defend itself
against the defendants' counterclaim.

        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.

9. 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, 3,830,000 shares were sold by
Jupitermedia and 1,000,000 shares were sold by certain stockholders of
Jupitermedia. An additional 630,000 shares were sold by Jupitermedia 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.

10. SUBSEQUENT EVENT

        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 at $519,500.


                                       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 June 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    renting our permission based opt-in e-mail list names;

          o    paid subscription services for our paid e-mail newsletters and
               services;

          o    e-commerce agreements, which generally include a fixed fee for
               advertising and either a bounty for new customer accounts or
               revenue sharing;

          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    advertiser sponsorships of our Webinars.

        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 and Clipart.com.

        We generate our Online images revenues primarily from paid subscriptions
that provide access to our image libraries, sales of CD-ROMs and sales of single
image downloads. Our images are primarily sold 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 that we license, 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 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 will be 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. We expect
to see continued growth in our business segments for the remainder of 2004.


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                                 SIX MONTHS ENDED
                           JUNE 30,               2003 VS. 2004              JUNE 30,               2003 VS. 2004
                       2003        2004           $           %          2003        2004           $           %
                     --------    --------     --------     -------     --------    --------     --------     -------
<S>                  <C>         <C>          <C>              <C>     <C>         <C>          <C>              <C>
Online media         $  6,034    $  8,002     $  1,968         33%     $ 10,679    $ 15,221     $  4,542         43%
Online images            --         5,791        5,791       --            --         8,248        8,248       --
Research                2,157       2,201           44          2         4,433       4,543          110          2
Events                  1,876       1,841          (35)        (2)        3,053       4,163        1,110         36
Other                     153          11         (142)       (93)          300          24         (276)       (92)
                     --------    --------     --------     -------     --------    --------     --------     -------
                     $ 10,220    $ 17,846     $  7,626         75%     $ 18,465    $ 32,199     $ 13,734         74%
                     ========    ========     ========     =======     ========    ========     ========     =======
</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 increase in
revenues during the three and six months ended June 30, 2004 was due primarily
to an increase in the average amount of advertising purchased by our customers.

        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                                 SIX MONTHS ENDED
                           JUNE 30,               2003 VS. 2004              JUNE 30,               2003 VS. 2004
                       2003        2004           $           %          2003        2004           $           %
                     --------    --------     --------     -------     --------    --------     --------     -------
<S>                  <C>         <C>          <C>              <C>     <C>         <C>          <C>              <C>
Online media         $  5,778    $  7,996     $  2,218         38%     $ 10,184    $ 15,210     $  5,026         49%
Barter                    256           6         (250)       (98)          495          11         (484)       (98)
                     --------    --------     --------     -------     --------    --------     --------     -------
Total Online media   $  6,034    $  8,002     $  1,968         33%     $ 10,679    $ 15,221     $  4,542         43%
                     ========    ========     ========     =======     ========    ========     ========     =======
</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                         213                    29
June 30, 2004                          217                    30


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

        We acquired the assets of DevX.com, Inc. on July 11, 2003 and this
acquisition contributed $1.1 million and $2.0 million to revenues during the
three and six months ended June 30, 2004, respectively.

        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, Inc. on April 1, 2004, and therefore
there are no financial results for this business prior to this date. The
acquisition of the assets of Comstock, Inc. contributed $3.1 million to revenues
during the three and six months ended June 30, 2004.

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

                             THREE MONTHS ENDED          SIX MONTHS ENDED
                                JUNE 30, 2004              JUNE 30, 2004
                                -------------              -------------

Subscriptions                       $2,592                     $4,983
Single images                        1,413                      1,475
CD-ROM sales                         1,064                      1,064
Distributors and other                 722                        726
                                    ------                     ------
Total Online images                 $5,791                     $8,248
                                    ======                     ======

        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


        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 the pace of our subscription bookings to continue to
increase in the future.

                                       17
<PAGE>

        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 second 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                             86                       67


        The amounts above reflect renewal activity to date. The ultimate results
regarding renewals for the quarter ended June 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 June 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):

                                    NUMBER OF              TOTAL ACTIVE
                                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


        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 or 2003 and continuing into 2004, we have
experienced an increase in total value of our active contracts.

                                       18
<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 an, depending upon their success, we may or may not produce the
events in the future. The following table sets forth, for the three and six
months ended June 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        SIX MONTHS ENDED
                                           ENDED JUNE 30,            JUNE 30,
                                           2003      2004        2003      2004
                                          ------    ------      ------    ------
        Number of events produced              7         5          13        10

        Attendee revenue                  $  777    $  948      $1,447    $2,226
        Sponsor and exhibitor revenue      1,012       832       1,497     1,806
        Barter revenue                        87        61         109       131
                                          ------    ------      ------    ------
          Total Events revenue            $1,876    $1,841      $3,053    $4,163
                                          ======    ======      ======    ======


        Barter revenues vary in correlation to the number of barter transaction
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                                 SIX MONTHS ENDED
                           JUNE 30,               2003 VS. 2004              JUNE 30,               2003 VS. 2004
                       2003        2004           $           %          2003        2004           $           %
                     --------    --------     --------     -------     --------    --------     --------     -------
<S>                  <C>         <C>          <C>              <C>     <C>         <C>          <C>              <C>
Online media         $  2,427    $  2,867     $    440         18%     $  4,995    $  5,770     $    775         16%
Online images             --        1,143        1,143         --           --        1,778        1,778         --
Research                1,208       1,318          110          9         2,722       2,554         (168)        (6)
Events                    873       1,219          346         40         1,463       2,465        1,002         68
                     --------    --------     --------     -------     --------    --------     --------     -------
                     $  4,508    $  6,547     $  2,039         45%     $  9,180    $ 12,567     $  3,387         37%
                     ========    ========     ========     =======     ========    ========     ========     =======
</TABLE>


        GROSS PROFIT
<TABLE><CAPTION>

                      THREE MONTHS ENDED                                 SIX MONTHS ENDED
                           JUNE 30,               2003 VS. 2004              JUNE 30,               2003 VS. 2004
                       2003        2004           $           %          2003        2004           $           %
                     --------    --------     --------     -------     --------    --------     --------     -------
<S>                  <C>         <C>          <C>              <C>     <C>         <C>          <C>          <C>
Online media         $  3,607    $  5,135     $  1,528         42%     $  5,684    $  9,451     $  3,767         66%
Online images             --        4,648        4,648         --           --        6,470        6,470         --
Research                  949         883          (66)        (7)        1,711       1,989          278         16
Events                  1,003         622         (381)       (38)        1,590       1,698          108          7
Other                     153          11         (142)       (93)          300          24         (276)       (92)
                     --------    --------     --------     -------     --------    --------     --------     -------
                     $  5,712    $ 11,299     $  5,587         98%     $  9,285    $ 19,632     $ 10,347        111%
                     ========    ========     ========     =======     ========    ========     ========     =======
</TABLE>
                                       19
<PAGE>

        GROSS PROFIT %

                                        THREE MONTHS        SIX MONTHS ENDED
                                       ENDED JUNE 30,            JUNE 30,
                                       2003      2004        2003      2004
                                      ------    ------      ------    ------
Online media                            60%       64%         53%       62%
Online images                           --        80          --        78
Research                                44        40          39        44
Events                                  54        34          52        41
Other                                  100       100         100       100
                                      ------    ------      ------    ------
                                        56%       63%         50%       61%
                                      ------    ------      ------    ------


        ONLINE MEDIA. Cost of revenues primarily consists of payroll for
editorial personnel, freelance costs, communications infrastructure and Web site
hosting. The quarter-over-quarter and year-over-year increases in cost of
revenues from 2003 to 2004 were due primarily to increased costs resulting from
the acquisition of the assets of DevX.com, Inc. that added $407,000 and $856,000
to cost of revenues for the three and six months ended June 30, 2004,
respectively. The increase in costs for the six months ended June 30, 2004 was
partially offset by a reduction in Web site hosting and server related costs of
$59,000.

        The increase in gross profit 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, Inc.

        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,
Inc. added $420,000 to cost of revenues during the three and six months ended
June 30, 2004 and these costs consisted primarily of payroll related costs.

        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 $392,000 and $716,000 for the three and six months ended
June 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.

        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 June 30, 2004 in comparison to
the three months ended June 30, 2003 due primarily to an increase in costs of
$100,000 associated with the acquisition of data for and production of our
research products. Costs of revenues decreased during the six months ended June
30, 2004 in comparison to the six months ended June 30, 2003 due primarily to
lower payroll related costs totaling $260,000 offset by the previously mentioned
increased costs for the three months ended June 30, 2004.

                                       20
<PAGE>

        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 three and six months ended June 30,
2004 in comparison to the prior year periods 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.

        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                                 SIX MONTHS ENDED
                           JUNE 30,               2003 VS. 2004              JUNE 30,               2003 VS. 2004
                       2003        2004           $           %          2003        2004           $           %
                     --------    --------     --------     -------     --------    --------     --------     -------
<S>                  <C>         <C>          <C>              <C>     <C>         <C>          <C>              <C>
Online media         $  1,461    $  1,760     $    299         20%     $  2,747    $  3,444     $    697         25%
Online images             --        1,237        1,237         --           --        1,556        1,556         --
Research                  768         780           12          2         1,530       1,498          (32)        (2)
Events                  1,310         773         (537)       (41)        1,984       1,627         (357)       (18)
                     --------    --------     --------     -------     --------    --------     --------     -------
                     $  3,539    $  4,550     $  1,011         29%     $  6,261    $  8,125     $  1,864         30%
                     ========   =========     ========     =======     ========    ========     ========     =======
</TABLE>

        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
quarter-over-quarter and year-over-year increases in advertising, promotion and
selling expenses relates primarily to the acquisition of the assets of DevX.com,
Inc. that added an additional $215,000 and $453,000 to advertising, promotion
and selling expenses for the three and six months ended June 30, 2004,
respectively. The remaining increase relates primarily to increased sales
commissions and other payroll related costs paid to sales personnel totaling
$67,000 and $198,000 for the three and six months ended June 30, 2004,
respectively. Barter expense was $28,000 and $5,000 for the three months ended
June 30, 2003 and 2004, respectively, and $40,000 and $11,000 for the six months
ended June 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, Inc. added $865,000 to advertising, promotion and selling
expenses during the three and six months ended June 30, 2004. These costs
included $506,000 for advertising and marketing promotions and $172,000 in
payroll costs.

        In addition, we paid $56,000 and $134,000 in commissions to third
parties for referrals of customers to JupiterImages that resulted in sales
during the three and six months ended June 30, 2004. In addition, we paid
$112,000 and $208,000 during the three months and six months ended June 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 $162,000 and $235,000 in expenses
during the three and six months ended June 30, 2004, respectively, to advertise
our JupiterImages products in various publications and to attend various trade
shows.

                                       21
<PAGE>

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 $279,000 and $335,000, respectively. In
addition, advertising costs for our events decreased $229,000 and $76,000 for
the three and six months ended June 30, 2004, respectively, due a decrease in
the number of events we produced during each period. Barter expense was $87,000
and $58,000 for the three months ended June 30, 2003 and 2004, respectively, and
$109,000 and $128,000 for the six months ended June 30, 2003 and 2004,
respectively. Barter expenses vary in correlation to the number of barter
transactions into which we enter.

        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                                 SIX MONTHS ENDED
                           JUNE 30,               2003 VS. 2004              JUNE 30,               2003 VS. 2004
                       2003        2004           $           %          2003        2004           $           %
                     --------    --------     --------     -------     --------    --------     --------     -------
<S>                  <C>         <C>          <C>              <C>     <C>         <C>          <C>              <C>
Online media            $170       $(186)       $(356)      (209)%        $408        $234        $(174)       (43)%
Online images             --         263          263         --            --         517          517         --
Research                 301         177         (124)       (41)          612         374         (238)       (39)
Events                    47          38           (9)       (19)           96          82          (14)       (15)
Other                  1,267       1,860          593         47         2,262       3,470        1,208         53
                      ------      ------        -----        ----       ------      ------       ------        ----
                      $1,785      $2,152        $ 367         21%       $3,378      $4,677       $1,299         38%
                      ======      ======        =====        ====       ======      ======       ======        ====
</TABLE>

        ONLINE MEDIA. General and administrative expenses primarily consist of
office related costs and provisions for losses on accounts receivable. The
decreases in general and administrative expenses from 2003 to 2004 was due
primarily to decreased provisions for losses on accounts receivable of $347,000
and $112,000 for the three and six months ended June 30, 2004, respectively.
These decreases were due to decreases in the amounts of receivables due from
certain advertising agencies. We do not expect this decrease to be a trend that
will continue in the future. In addition, we experienced a decrease in office
related costs of $9,000 and $73,000 for the three and six months ended June 30,
2004 due to a reduction in office space and rental rates.

        The acquisition of the assets of DevX.com, Inc. added $23,000 and
$41,000 to general and administrative expenses for the three and six months
ended June 30, 2004, respectively.

        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, Inc. added $185,000 to general
and administrative expenses during the three and six months ended June 30, 2004.
These costs included $90,000 for office related costs, $44,000 for provisions
for losses on accounts receivable and $22,000 for payroll related costs and
$26,000 in professional fees. During the six months ended June 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 six months ended June 30, 2004 was due primarily to a
reduction in provisions for losses on accounts receivable of $120,000. This
decrease was due to a decrease in the aging of our receivables. We do not expect
this decrease to be a trend that will continue in the future. In addition,
general and

                                       22
<PAGE>

administrative expenses decreased during the six months ended June 30, 2004 due
to a decrease in administrative payroll related costs of $62,000 and decreased
office related costs of $60,000.

        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 audit and tax related services of
$258,000, payroll related costs of $151,000 and legal expenses of $141,000. The
year-over-year increase in general and administrative expenses relates to an
increase in legal expenses of $577,000, professional fees for audit and tax
related services of $370,000 and payroll related costs of $165,000. The increase
in legal expenses is due to increased costs relating to certain legal
proceedings. We 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 and the
requirements of complying with the Sarbanes-Oxley Act of 2002. We expect the
level of our audit and tax related services to remain constant for the
foreseeable future.

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                                 SIX MONTHS ENDED
                           JUNE 30,               2003 VS. 2004              JUNE 30,               2003 VS. 2004
                       2003        2004           $           %          2003        2004           $           %
                     --------    --------     --------     -------     --------    --------     --------     -------
<S>                  <C>         <C>          <C>             <C>      <C>         <C>          <C>              <C>
Depreciation          $ 338       $ 242        $ (96)       (28)%       $  701      $  465       $ (236)      (34)%
Amortization            256         722          466         182           496       1,117          621        125
                      -----       -----        -----        -----       ------      ------       ------        ----
                      $ 594       $ 964        $ 370          62%       $1,197      $1,582       $  385         32%
                      =====       =====        =====        =====       ======      ======       ======        ====
</TABLE>


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

        Amortization expense increased during the three and six months ended
June 30, 2004 due primarily to the increase in intangible assets relating to the
acquisition of ArtToday, Inc. and the acquisition of the assets of DevX.com, Inc
and Comstock, Inc.

        The acquisitions of ArtToday, the assets of DevX.com and the assets of
Comstock, Inc. added $161,000, $98,000 and $405,000 to depreciation and
amortization expense, respectively, during the three months ended June 30, 2004.

        The acquisitions of ArtToday, the assets of DevX.com and the assets of
Comstock, Inc. added $326,000, $149,000 and $405,000 to depreciation and
amortization expense, respectively, during the six months ended June 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 DevX.com, Comstock,
Inc. and Thinkstock LLC or any acquisitions that may be completed during 2004.

                                       23
<PAGE>

            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                                 SIX MONTHS ENDED
                           JUNE 30,               2003 VS. 2004              JUNE 30,               2003 VS. 2004
                       2003        2004           $           %          2003        2004           $           %
                     --------    --------     --------     -------     --------    --------     --------     -------
<S>                  <C>         <C>          <C>          <C>         <C>         <C>          <C>          <C>
Income (loss) on
investments
and other, net          $54        $105          $51          94%        $(1)         $11         $ 20          N/A
</TABLE>


        During the three months ended June 30, 2003, we recorded a net gain from
the sale of one of our businesses of $54,000.

        During the three and six months ended June 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                                 SIX MONTHS ENDED
                           JUNE 30,               2003 VS. 2004              JUNE 30,               2003 VS. 2004
                       2003        2004           $           %          2003        2004           $           %
                     --------    --------     --------     -------     --------    --------     --------     -------
<S>                  <C>         <C>          <C>          <C>         <C>         <C>          <C>          <C>
Interest income         $62         $ 9         $(53)        (85)%       $151         $27         $(124)       (82)%
Interest expense        $--         $56         $ 56          --%        $ --         $62         $  62         --%
</TABLE>


        The quarter-over-quarter and 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,
DevX.com in July 2003 and Comstock, Inc. in April 2004. We expect our interest
income to increase due to the completion of our follow-on public offering of
common stock in May of 2004.

        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, Inc. 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 is no provision for federal
income taxes as we are able to utilize federal tax loss carryfowards that had
been fully reserved in prior periods.

        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.

                                       24
<PAGE>

        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.
The remaining carrying value of our investments in our venture funds was
$178,000 as of June 30, 2004. The carrying value of our investments in the
venture funds declined $317,000 during the second quarter due primarily to the
stock distributions of certain internet.com Venture Partners III portfolio
companies. We now have a direct investment in these portfolio companies.

        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):

                           SIX MONTHS ENDED JUNE 30,          2003 VS. 2004
                             2003           2004             $             %
                           --------       --------         ------       ------
Operating cash flows          $489         $9,820          $9,331        1,908%
Investing cash flows       (13,524)       (22,841)         (9,317)         (69)
Financing cash flows           103         32,676          32,573       31,624
Capital expenditures           147            207              60           41


                                          AS OF                2003 VS. 2004
                                 ------------------------   --------------------
                                 DECEMBER 31,    JUNE 30,
                                     2003          2004         $           %
                                   --------      --------    -------      -----
Cash and cash equivalents           $9,567       $29,222     $19,655       205%
Accounts receivable, net            10,281        10,862         581         6
Working capital                      5,646        22,475      16,829       298


        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 six months ended June 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 and unbilled 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
acquisition of the assets of Comstock, Inc.. 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,

                                       25
<PAGE>

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 will be 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.

        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 secured 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 secured 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 were used to repay
all amounts outstanding under the credit facilities. We will

                                       26
<PAGE>

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.

        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
June 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 $178,000. The carrying value of our investments in the
venture funds declined $317,000 during the second quarter due primarily to the
stock distributions of certain internet.com Venture Partners III portfolio
companies. We now have a direct investment in these portfolio companies. We were
fully invested in all three funds as of June 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

                                       27
<PAGE>

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 internet.com Venture Fund II LLC and internet.com Venture Partners III
LLC is substantially complete, and we currently expect the dissolution of these
funds to occur in the second half of 2004.

        Our transactions are generally conducted, and, as of June 30, 2004, 97%
of our cash was held in accounts that are denominated, in United States dollars.
Accordingly, we are not exposed to significant foreign currency risk.

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 an 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 second quarter of our current fiscal
year that had materially affected, or is likely to materially affect, our
internal control over financial reporting.












                                       28
<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 seeks
                                      damages from all defendants and the
                                      imposition of a constructive trust on the
                                      benefits obtained by any defendant. On or
                                      about November 7, 2000, defendants were
                                      served with an amended complaint, which
                                      named three additional plaintiffs.

                                              Following discovery, on or about
                                      October 9, 2001, plaintiffs filed a Second
                                      Amended Class Action Complaint ("SAC").
                                      The SAC adds allegations concerning
                                      defendants' alleged failure to disclose
                                      certain facts concerning Mr. Meckler's
                                      role in the transactions, his role in
                                      negotiations with a third party, and the
                                      valuation of the assets at issue.
                                      Defendants filed a motion to dismiss the
                                      SAC on April 1, 2002. On November 6, 2002,
                                      the Chancery Court issued an opinion
                                      denying defendants' motion to dismiss the
                                      SAC. On December 13, 2002, all of the
                                      defendants, including Jupitermedia, served
                                      an answer to the SAC generally denying the
                                      allegations therein, denying that the
                                      directors of Mecklermedia breached any
                                      fiduciary duties, and asserting certain
                                      affirmative defenses.

                                            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")
                                      have reached an agreement to settle both
                                      actions for $7.5 million. The carrier who
                                      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
                                      settlement is subject to approval by the
                                      New York court and dismissal of the
                                      Delaware Action by the Delaware court. 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 settlement
                                      remains subject to dismissal of the
                                      Delaware Action by the Delaware court.

                                            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. Jupitermedia
                                      is seeking injunctive relief and damages
                                      under a variety of legal theories,
                                      including trademark infringement, unfair
                                      competition, trademark dilution, deceptive

                                       29
<PAGE>

                                      trade practices, interference with
                                      contract and unjust enrichment. Defendants
                                      filed a motion to dismiss for lack of
                                      personal jurisdiction, which is pending,
                                      but also have filed an Answer and
                                      Counterclaim. Defendants see injunctive
                                      relief and damages on their counterclaim
                                      for what they allege is the plaintiffs'
                                      wrongful use of the name "WISPCON". The
                                      amount of monetary damages sought by each
                                      party has not been quantified, but is to
                                      be fixed by the Court in its discretion.
                                      Defendants are seeking three times the
                                      amount of actual damages determined by the
                                      Court to have been suffered, if any, as
                                      well as exemplary damages. Discovery has
                                      commenced in the case. Jupitermedia
                                      intends to vigorously defend itself
                                      against the defendants' counterclaim.

                                            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

                                      Jupitermedia's annual meeting of
                                      stockholders was held on June 14, 2004.

                                      The following nominees were elected as
                                      directors, each to hold office until their
                                      successor is elected and qualified, by the
                                      vote set forth below:
<TABLE><CAPTION>

                                      NOMINEE                       FOR        AGAINST
                                      -------                       ---        -------
<S>                                   <C>                       <C>           <C>
                                      Alan M. Meckler           22,520,988    2,399,988

                                      Christopher S. Cardell    22,520,988    2,399,988

                                      Gilbert F. Bach           24,422,434      498,542

                                      Michael J. Davies         24,422,434      498,542

                                      John R. Patrick           24,422,434      498,542

                                      William A. Shutzer        24,387,634      553,342
</TABLE>

                                      The proposal to approve the appointment of
                                      Deloitte & Touche LLP, independent
                                      accountants, to act as independent
                                      auditors for Jupitermedia Corporation for
                                      the fiscal year ending December 31, 2004
                                      was approved by the vote set forth below:

                                      FOR             AGAINST           ABSTAIN
                                      ---             -------           -------
                                      24,634,078      285,835            1,063


Item 5.                               OTHER INFORMATION

                                      Not Applicable

                                       30
<PAGE>

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.
                                      ** 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 April 2, 2004, Jupitermedia filed a
                                      Form 8-K announcing the acquisition of
                                      substantially all of the assets of
                                      Comstock, Inc. pursuant to an Asset
                                      Purchase Agreement dated April 1, 2004
                                      between Jupitermedia, Comstock, Inc. and,
                                      with regard to certain provisions, certain
                                      stockholders of Comstock, Inc.

                                      On April 2, 2004, Jupitermedia filed a
                                      Form 8-K disclosing a press release issued
                                      on April 2, 2004 updating its financial
                                      guidance for fiscal year 2004.

                                      On April 12, 2004, Jupitermedia filed a
                                      Form 8-K/A disclosing certain historical
                                      and pro forma financial information
                                      related to its acquisition of certain
                                      assets of Comstock, Inc. pursuant to an
                                      Asset Purchase Agreement dated April 1,
                                      2004 between Jupitermedia, Comstock, Inc.
                                      and, with regard to certain provisions,
                                      certain stockholders of Comstock, Inc.

                                      On April 30, 2004, Jupitermedia filed a
                                      Form 8-K announcing its financial results
                                      for the quarter ended March 31, 2004.

                                      On May 10, 2004, Jupitermedia filed a Form
                                      8-K/A disclosing certain historical and
                                      pro forma financial information related to
                                      its acquisition of certain assets of
                                      Comstock, Inc. pursuant to an Asset
                                      Purchase Agreement dated April 1, 2004
                                      between Jupitermedia, Comstock, Inc. and,
                                      with regard to certain provisions, certain
                                      stockholders of Comstock, Inc.

                                       31
<PAGE>

                                   SIGNATURES

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



Dated: August 13, 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



                                       32