<PAGE>   1
                                 UNITED STATES
                       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 March 31, 2001

                         Commission File Number 0-26055

                            WOMEN.COM NETWORKS, INC.
             (Exact name or registrant as specified in its charter)

           DELAWARE                                           13-4059516
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

              1820 GATEWAY DRIVE, SAN MATEO, CALIFORNIA 94404-2471
               (Address of principal executive office) (Zip Code)

    Registrant's telephone number, including area code: (650) 378-6500

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 [ ]

The number of shares outstanding of the registrant's common stock as of April
30, 2001 was 47,254,588.



<PAGE>   2


                            WOMEN.COM NETWORKS, INC.
                                    FORM 10-Q
                                 MARCH 31, 2001

                                      INDEX
<TABLE>
<CAPTION>

                                                                                                      PAGE
<S>                                                                                                     <C>
Part I. Financial Information
     Item 1. Financial Statements
          (a)  Consolidated Balance Sheets
               As of  March 31, 2001 and December 31, 2000 ..........................................    3
          (b)  Consolidated Statements of Operations
               For the Three  Months Ended March 31, 2001 and March 31, 2000 ........................    4
          (c)  Consolidated Statements of Cash Flow
               For the Three Months Ended March 31, 2001 and March 31, 2000 .........................    5
          (d)  Notes to Consolidated Financial Statements ...........................................    6
     Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ..    7
     Item 3. Quantitative and Qualitative Disclosures About Market Risk .............................   19

Part II. Other Information
     Item 1. Legal Proceedings ......................................................................   20
     Item 2. Changes in Securities and Use of Proceeds ..............................................   20
     Item 3. Defaults Upon Senior Securities ........................................................   20
     Item 4. Submission of Matters to a Vote of Security Holders ....................................   20
     Item 5. Other Information ......................................................................   20
     Item 6. Exhibits and Reports on Form 8-K .......................................................   20
Signature ...........................................................................................   21
</TABLE>


                                       2
<PAGE>   3

Part I. Financial Information
Item 1. Financial Statements

WOMEN.COM NETWORKS, INC.

CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)

<TABLE>
<CAPTION>
                                                            MARCH 31,   DECEMBER 31,
                                                               2001        2000
                                                            ---------    ---------
                                                           (UNAUDITED)
<S>                                                         <C>          <C>
Assets
Current assets:
  Cash and cash equivalents .............................   $  20,179    $  30,135
  Accounts receivable, less allowance for doubtful
    accounts of $376 and $763, respectively .............       2,121        6,056
  Accounts receivable, related party ....................       1,053          604
  Prepaid and other current assets ......................       3,170        3,111
                                                            ---------    ---------
Total current assets ....................................      26,523       39,906
Property and equipment, net .............................      11,595       12,700
Other assets ............................................       5,072        5,320
                                                            ---------    ---------
Total assets ............................................   $  43,190    $  57,926
                                                            =========    =========
Liabilities and stockholders' equity
Current liabilities:
  Accounts payable ......................................   $   1,841    $   2,544
  Other current liabilities .............................       2,950        5,360
  Deferred revenue ......................................       1,482        2,632
                                                            ---------    ---------
Total current liabilities ...............................       6,273       10,536
                                                            ---------    ---------
Stockholders' equity:
  Common stock, $.001 par value
    Authorized 195,000 shares at March 31, 2001 and
    December 31, 2000
    Issued and outstanding; 47,255 shares at March 31,
    2001 and 47,247 shares at December 31, 2000 .........          47           47
  Additional paid in capital ............................     252,416      252,465
  Notes receivable from stockholders ....................         (44)         (44)
  Unearned compensation .................................        (595)        (865)
  Accumulated deficit ...................................    (214,907)    (204,213)
                                                            ---------    ---------
Total stockholders' equity ..............................      36,917       47,390
                                                            ---------    ---------
 Total liabilities and stockholders' equity .............   $  43,190    $  57,926
                                                            =========    =========
</TABLE>


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


                                       3
<PAGE>   4

WOMEN.COM NETWORKS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data) (Unaudited)

<TABLE>
<CAPTION>
                                             QUARTER ENDED   QUARTER ENDED
                                             MARCH 31, 2001  MARCH 31, 2000
                                             --------------  --------------
<S>                                             <C>            <C>
Revenues .................................      $  5,072       $ 13,623
Revenues, related party ..................         1,349            742
                                                --------       --------
Total revenues ...........................         6,421         14,365
                                                --------       --------
Costs and operating expenses
  Cost of revenues .......................           776            985
  Production, product and technology .....         7,567          9,007
  Sales and marketing ....................         7,107         11,327
  General and administrative .............         2,033          2,666
  Amortization of acquired intangibles ...          --            6,973
                                                --------       --------
    Total operating expenses .............        17,483         30,958
                                                --------       --------
Loss from operations .....................       (11,062)       (16,593)
Other income, net ........................           368          1,121
                                                --------       --------
Net loss .................................      $(10,694)      $(15,472)
                                                ========       ========
Basic and diluted net loss per share
  attributable to common stockholders ....      $  (0.23)      $  (0.34)
                                                ========       ========
Shares used in computing basic and diluted
  net loss per share .....................        47,248         46,128
                                                ========       ========
</TABLE>

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


                                       4
<PAGE>   5



WOMEN.COM NETWORKS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOW
(In thousands) (Unaudited)

<TABLE>
<CAPTION>
                                                                       QUARTER ENDED
                                                                MARCH 31, 2001  MARCH 31, 2000
                                                                --------------  --------------
<S>                                                                <C>            <C>
Cash flow from operating activities:
  Net loss ..................................................      $(10,694)      $(15,472)
  Adjustments to reconcile net loss to net cash
    used in operating activities, net of the effects
    of acquisitions
      Depreciation and amortization of tangible assets ......         1,337            962
      Amortization of intangibles ...........................          --            6,973
      Provision for doubtful accounts .......................          (378)           201
      Amortization of stock-based compensation ..............           178            172
      Decrease in accounts receivable .......................         4,313          2,829
      (Increase) decrease in  accounts
        receivable - related party ..........................          (449)           684
      Increase in prepaids and other current assets .........           (17)        (1,245)
      Decrease in other assets ..............................           248            577
      Decrease in accounts payable ..........................          (703)        (2,550)
      Increase (decrease) in other current liabilities ......        (2,410)         2,765
      Decrease in deferred revenue ..........................        (1,150)        (3,090)
                                                                   --------       --------
        Net cash used in operating activities ...............        (9,725)        (7,194)
                                                                   --------       --------
Cash flows from investing activities:
  Acquisition of property and equipment .....................          (232)        (6,212)
  Investment in Medical Self Care, Inc. .....................          --           (4,000)
  Cash paid for acquisition of EZSharing.com, Inc. ..........          --           (2,000)
                                                                   --------       --------
        Net cash used in investing activities ...............          (232)       (12,212)
                                                                   --------       --------
Cash flows from financing activities:
  Proceeds from exercise of stock options ...................             1            143
                                                                   --------       --------
        Net cash provided by financing activities ...........             1            143
                                                                   --------       --------
Net decrease in cash and cash equivalents ...................        (9,956)       (19,263)
Cash and cash equivalents at beginning of period ............        30,135         87,242
                                                                   --------       --------
Cash and equivalents at end of period .......................      $ 20,179       $ 67,979
                                                                   ========       ========
Supplemental disclosure of noncash investing and
  financing information:
  Unearned compensation related to
    cancellation of stock and stock option grants ...........      $    (92)      $   (806)
  Common stock issued in conjunction with acquisition
    of EZSharing.com, Inc. ..................................      $   --         $  9,208
</TABLE>

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


                                       5
<PAGE>   6

                            WOMEN.COM NETWORKS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Basis of presentation

In the opinion of management, the accompanying unaudited consolidated financial
statements include all adjustments (consisting only of normal recurring items)
necessary for their fair presentation in conformity with generally accepted
accounting principles. Preparing financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses. Actual results may differ from these
estimates. Interim results are not necessarily indicative of results for a full
year. The information included in this Form 10-Q should be read in conjunction
with Management's Discussion and Analysis of Financial Condition and Results of
Operations and financial statements and notes thereto included in the Women.com
Networks, Inc.'s Annual Report on Form 10-K for the year ended December 31,
2000.

The accompanying consolidated financial statements have been prepared assuming
that Women.com will continue as a going concern. Women.com has suffered
recurring losses from operations and has an accumulated deficit of $214.9
million. Women.com has entered into a definitive agreement whereby iVillage,
Inc., operator of the iVillage network, contingent upon the satisfaction of
certain conditions, will acquire all of the outstanding shares of Women.com. If
the sale to iVillage does not occur, Women.com will need to raise additional
capital to fund their 2001 operations and may have to reduce certain
discretionary spending and scale back their operations. There can be no
assurance that the sale to iVillage will occur or that Women.com will be
successful in raising additional funding if the sale does not occur. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

These consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant intercompany balances have been eliminated.

Recent accounting pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, (SFAS 133), "Accounting for Derivative
Instruments and Hedging Activities" as amended. SFAS 133 establishes new
standards of accounting and reporting for derivative instruments and hedging
activities. SFAS 133 requires that all derivatives be recognized at fair value
in the statement of financial position, and that the corresponding gains or
losses be reported either in the statement of operations or as a component of
comprehensive income, depending on the type of hedging relationship that
exists. Subsequent amendments to SFAS 133 deferred the effective date until the
first fiscal quarter of the fiscal year beginning after June 15, 2000. The
adoption of this statement did not have a material effect on the Company's
financial position or results of operations.

Net loss per share

Basic net loss per share is computed by dividing the net loss attributable to
common stockholders for the period by the weighted average number of common
shares outstanding during the period. Diluted net loss per share is computed by
dividing the net loss for the period by the weighted average number of common
and common stock equivalent shares outstanding during the period. Common
equivalent shares, composed of common shares issuable upon the exercise of stock
options and warrants are included in the diluted net loss per share to the
extent such shares are dilutive.


                                       6
<PAGE>   7

The following table sets forth the computation of basic and diluted net loss per
share for the periods indicated (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                     QUARTER ENDED   QUARTER ENDED
                                                     MARCH 31, 2001  MARCH 31, 2000
                                                     --------------  --------------
Numerator:
<S>                                                   <C>              <C>
Net loss attributable to common stockholders ...      $  (10,694)      $(15,472)
                                                      ==========       ========
Denominator:
  Shares used in computing basic
    and dilutive net loss per share ............          47,248         46,128
                                                      ==========       ========
  Basic and diluted net loss per share
    attributable to common stockholders ........      $    (0.23)      $  (0.34)
                                                      ==========       ========
Antidilutive securities including
 options and warrants not included in net
 loss per share calculation ....................           6,751          6,296
                                                      ==========       ========
</TABLE>

Comprehensive income

To date, Women.com has not had any transactions that are required to be reported
as comprehensive income, in accordance with the provisions of SFAS No. 130
"Reporting Comprehensive Income".

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

The following discussion should be read in conjunction with Women.com's
financial statements and the notes thereto.

This Quarterly Report on Form 10-Q (the "Report") contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including, without
limitation, statements regarding Women.com's expectations, beliefs, intentions,
or future strategies that are signified by the words "expects", "anticipates",
"intends", "believes", or similar language. All forward-looking statements
included in this document are based on information available to Women.com on the
date hereof, and Women.com assumes no obligation to update any such
forward-looking statements. Actual results could differ materially from those
projected in the forward-looking statements. In evaluating Women.com's business,
investors should carefully consider the information set forth below under the
caption "Risk Factors" in addition to the other information set forth herein.
Women.com cautions investors that its business and financial performance are
subject to substantial risks and uncertainties.

Overview

Women.com is a leading Internet network dedicated to women, featuring
award-winning original content, personalized services, community and online
shopping. Women.com's network contains more than 150,000 pages of content
organized into 17 topical channels, and offers content from 10 of the world's
leading women's magazines, including Cosmopolitan, Good Housekeeping, Prevention
and Redbook.

Women.com Networks was formed in October 1992 and introduced its current
Internet site, located at www.women.com, in 1995. In January 1999, Women.com
Networks and Hearst HomeArts, Inc., a subsidiary of The Hearst Corporation,
contributed their businesses to Women.com Networks LLC, which was jointly owned
by Women.com and HomeArts. In August 1999, Women.com and HomeArts merged and the
business previously conducted by Women.com Networks LLC was continued by
Women.com. The creation of Women.com Networks LLC was accounted for as an
acquisition using the purchase method of accounting. The operations of HomeArts
have been included in Women.com's operations since the formation of Women.com
Networks LLC on January 29, 1999.

Women.com has incurred significant net losses and negative cash flows from
operations since its inception. As of March 31, 2001, Women.com had an
accumulated deficit of $214.9 million. We expect to incur significant operating
losses and negative cash flows from operations for at least the next several
years. Women.com's continuation as a going concern is dependent on its ability
to obtain additional financing to meet its obligations.


                                       7
<PAGE>   8


On February 5, 2001, Women.com entered into a definitive agreement whereby
iVillage Inc., operator of the iVillage Network, contingent upon the
satisfaction of certain conditions, will acquire all of the outstanding shares
of Women.com. This transaction, if approved by the stockholders of Women.com and
iVillage, is expected to close during the second quarter of 2001 and will
potentially have a significant impact on the future operations of Women.com. If
the sale to iVillage does not occur, Women.com will need to raise additional
capital to fund their 2001 operations and may have to reduce certain
discretionary spending and scale back their operations.

Women.com's revenues to date have been generated primarily from advertising and
sponsorships. Advertising and sponsorship revenues represented 67% of total
revenues for the three months ended March 31, 2001 and 77% for the three months
ended March 31, 2000.

Advertising revenues consist primarily of sales of banner advertisements and
sponsorships. Advertising contracts are generally short-term, although Women.com
has entered into long-term contracts and sponsorships with several customers.
Women.com typically guarantees a minimum number of impressions or page views to
be delivered to users over a specified period of time for a fixed fee.
Advertising revenues are generally recognized ratably over the period in which
the advertising is displayed. To the extent that minimum guaranteed page
deliveries are not met, Women.com defers recognition of the corresponding
revenues until the guaranteed page deliveries are achieved.

Sponsorship revenues are derived from contracts that generally range from six to
24 months in length. Sponsorship agreements typically include the delivery of
impressions, market research, preferred status within relevant content areas and
the design and development of sites branded by both Women.com and the sponsor
intended to enhance the promotional objective of the sponsor. Women.com
recognizes sponsorship revenues as earned, which is generally ratably over the
contract period. To the extent that committed obligations under sponsorship
agreements are not met, revenue recognition is deferred until the obligations
are met.

Advertising revenues have historically included barter revenues, which represent
the exchange of advertising space on Women.com's network for reciprocal
advertising space on third party Web sites as well as other advertising and
promotion vehicles. Women.com has adopted the provisions of EITF 99-17
"Accounting for Advertising Barter Transactions" ("EITF 99-17") and revenue from
barter transactions are recorded as advertising revenues at the fair value of
the advertising surrendered only if the fair value of the advertising
surrendered in the transaction is determinable based on Women.com's own
historical practice of receiving cash for similar advertising from buyers
unrelated to the counterparty in the barter transaction. Any barter revenue
complying with these provisions is recognized when the advertisements are run on
Women.com's Web site. Barter expenses are recorded when Women.com's
advertisements run on the reciprocal media property, which is typically in the
same period in which the advertisements runs on Women.com's network. There was
no barter revenue for the three month periods ended March 31, 2001 and March 31,
2000. 11.4 million impressions were surrendered and received in the quarter
ended March 31 2001 in barter transactions for which a fair value was not
determinable based on the provisions of EITF 99-17.

Production revenues are derived from contracts in which Women.com designs and
develops web sites for third parties for use on the Women.com network or their
own sites. Women.com recognizes production revenues as earned, which is
generally as services are performed over the contract period. To the extent that
committed obligations under production agreements are not met, revenue
recognition is deferred until the obligations are met.

E-commerce revenues consisted of commissions from the sale of magazine
subscriptions and books sold on the network, sales of services on Astronet
including personalized reports and readings and, to a lesser extent, payments
from affiliate sales programs. Affiliate program e-commerce net revenues are
recognized upon notification from the affiliate. Since Women.com does not meet
the definition of a principal in any of these transactions, Women.com reports
revenue net in accordance with the provisions of EITF 99-19 "Reporting Revenue
Gross as a Principal Versus Net as an Agent".

Results of Operations

Revenues

Revenues were $6.4 million for the three months ended March 31, 2001, a 55%
decrease compared to the same period in 2000. The decrease in revenues was
primarily due to a significant decline in the internet advertising market.
Advertising and sponsorship revenues were $4.3 million for the three months
ended March 31, 2001, a 61% decrease over the corresponding period in 2000.
Revenues for the three months ended March 31, 2000 also included $1.6 million of
production and hosting fees related to the launch of eharlequin.com in February
2000; there were no such production and hosting fees in 2001.


                                       8
<PAGE>   9

Operating Expenses

The principal elements of Women.com's operating expenses consist of cost of
revenues, production, product and technology expenses, sales and marketing
expenses and administrative expenses.

Cost of revenues

Cost of revenues include payments for revenue sharing and gaming prizes. Cost of
revenues decreased to $776,000 for the three months ended March 31, 2001 from
$985,000 for the same period in 2000. This decrease was primarily due to lower
advertising revenue for the three months ended March 31, 2001.

Production, product and technology expenses

Production, product and technology expenses consist primarily of personnel
related costs for technical operations, editorial and design activities and
content acquisition costs. Production, product and technology expenses decreased
to $7.6 million for the three months ended March 31, 2001 from $9.0 million in
the same period in 2000. This decrease was primarily due to personnel cost
savings of approximately $0.7 million related to a reduction in force in
December 2000 as well as attrition during the three months ended March 31, 2001.

Sales and marketing expenses

Sales and marketing expenses consist primarily of personnel costs and
advertising, distribution and public relations expenses. Sales and marketing
expenses were $7.1 million for the three months ended March 31, 2001, a decrease
of 37% over the same period of the prior year. This decrease is primarily
attributable to a $1.3 million decrease in distribution expenses, a $0.8 million
decrease in online advertising and personnel cost savings of $0.5 million
related to the reduction in force in December 2000. Sales and marketing expenses
for the three months ended March 31, 2000 also included $1.6 million in expenses
related to the sponsorship of programming related to the Oscars on the E!
television network; there were no such expenses in the three months ended March
31, 2001.

General and administrative expenses

General and administrative expenses consist primarily of personnel costs,
occupancy costs, depreciation expenses, bad debt expense and legal and
accounting fees. General and administrative expenses were $2.0 million for the
three months ended March 31, 2001, a decrease of 24% over the same period in the
prior year. The decrease was primarily attributable to a decrease in bad debt
expense of approximately $1.1 million, partially offset by an increase in
depreciation expense of $0.4 million related to fixed asset acquisitions made
during the year ended December 31, 2000.

Stock-based compensation

Stock-based compensation consists of charges related to the difference between
employee stock option grant prices and deemed fair market values on the date of
grant amortized over the vesting period of the options. Stock-based compensation
has been allocated between production, product and technology, sales and
marketing and general and administrative expenses in Women.com's financial
statements. Women.com's stock-based compensation expense was $178,000 for the
three months ended March 31, 2001 compared with $172,000 for the same period in
2000. This increase was due to stock bonuses granted during the three months
ended December 31, 2000.

Amortization of acquired intangibles

Amortization of acquired intangibles consists of the amortization of goodwill
and intangible assets acquired. Women.com reported no amortization of acquired
intangibles for the three months ended March 31, 2001 compared to $7.0 million
for the same period in 2000. This decrease is due to the full impairment charge
Women.com recorded against these assets in the fourth quarter of 2000.

Other income


                                       9
<PAGE>   10

Other income consists of interest income and other miscellaneous income. Other
income was $0.4 million for the three months ended March 31, 2001 compared with
$1.1 million for the same period in 2000. The decrease is primarily due to
Women.com's declining cash balances.

Income taxes

No provision for federal and state income taxes has been recorded as Women.com
incurred net losses through March 31, 2001. Women.com has taken a valuation
allowance on the full amount of the net operating loss carryforwards since it is
likely the benefit will not be realized in the future.

Women.com elected to be taxed as a partnership for the period beginning on
January 29, 1999, the date of formation of Women.com Networks LLC and ending on
the date of the merger of Women.com Networks and HomeArts in August 1999.
Federal and state tax effects of Women.com losses during this period were
recorded by the members of the LLC on their respective income tax returns.

Liquidity and capital resources

Until its initial public offering in October 1999, which raised net proceeds of
approximately $38.6 million including the exercise of the underwriter's
over-allotment option, Women.com financed its operations primarily through the
private placement of its convertible preferred stock. As of March 31, 2001,
Women.com had $20.2 million of cash and cash equivalents.

In February 2001, Women.com entered into a definitive agreement whereby
iVillage, Inc., operator of the iVillage network, contingent upon the
satisfaction of certain conditions, will acquire all of the outstanding shares
of Women.com. This transaction, if approved by the stockholders of Women.com and
iVillage, is expected to close during the second quarter of 2001 and will
potentially have a significant impact on the future operations of Women.com. If
the transaction is not completed, Women.com will need to raise additional
capital to fund its 2001 operations. There can be no assurance that the
transaction with iVillage will be completed or that Women.com will be successful
in raising additional funding if the transaction is not completed. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

We believe that our existing cash and cash equivalents may not be sufficient to
meet our operating and capital requirements at our currently anticipated level
of operations beyond the end of the second quarter of 2001. While we may take
appropriate actions to change our proposed operations to stretch our current
cash positions beyond the end of the second quarter of 2001, additional capital
will be necessary to fund our operations at currently anticipated levels beyond
the second quarter of 2001. There can be no assurance that we will be able to
obtain additional funds, on acceptable terms or at all. If we cannot raise
additional capital on acceptable terms, we will not be able to continue our
present level of operations and will have to scale back our business and may not
be able to further take advantage of future opportunities or respond to
competitive pressures, any of which could have a material adverse effect on our
business and results of operations. These conditions raise substantial doubt
about Women.com's ability to continue as a going concern.

We expect to incur significant operating losses and negative cash flows from
operations in 2001.

If the transaction with iVillage is not completed, we may attempt to finance our
future capital needs through some combination of commercial bank borrowing,
leasing, vendor financing and the sale of additional equity or debt securities.
Our capital requirements will vary based upon the timing and success of
implementation of our business plan and as a result of competitive and
technological developments, or if:


                                       10
<PAGE>   11

     o    demand for our services or our cash flow from operations varies from
projections;

     o    our development plans or projections change or prove to be inaccurate;

     o    we make any acquisitions;

     o    we accelerate deployment of our network or otherwise alter the
schedule of targets of our business plan implementation.

Net cash used in operating activities increased to $9.7 million in the first
quarter of 2001 from $7.2 million in the first quarter of 2000. This increase
was primarily due to the reduction in revenue offset in part by decreased
operating expenses.

Net cash used in investing activities decreased to $232,000 in the first quarter
of 2001 compared to $12.2 million in the first quarter of 2000. In the first
quarter of 2000 the Company purchased $6.2 million of property and equipment,
invested $4 million in Medical Self Care, Inc., and spent $2 million on the
acquisition of EZSharing.com.

Net cash provided by financing activities decreased to $1,000 in the first
quarter of 2001 compared to $143,000 in the first quarter of 2000 due to fewer
stock option exercises.

Accounts receivable net of the allowance for doubtful accounts decreased by 65%
to $2.1 million as of March 31, 2001. This decrease is attributable to the
Company's continued focus on collections during 2001 as well as the decline in
advertising revenues.

Current liabilities decreased by 40% to $6.3 million as of March 31, 2001. This
decrease is primarily attributable to the payment of several significant
liabilities during the three months ended March 31, 2001, as well as reduced
operating expenses.

Recent accounting pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, (SFAS 133), "Accounting for Derivative
Instruments and Hedging Activities" as amended. SFAS 133 establishes new
standards of accounting and reporting for derivative instruments and hedging
activities. SFAS 133 requires that all derivatives be recognized at fair value
in the statement of financial position, and that the corresponding gains or
losses be reported either in the statement of operations or as a component of
comprehensive income, depending on the type of hedging relationship that
exists. Subsequent amendments to SFAS 133 deferred the effective date until the
first fiscal quarter of the fiscal year beginning after June 15, 2000. The
adoption of this statement did not have a material effect on the Company's
financial position or results of operations.

RISK FACTORS THAT MAY AFFECT RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

You should carefully consider the risks described below in evaluating our
business. The risks described below are not the only ones we face. Additional
risks not presently known to us or that we currently deem immaterial may also
impair our business operations in the future.

Our business, financial condition or results of operations could be materially
adversely affected by any of these risks. The trading price of our common stock
could decline due to any of these risks, and you may lose all or part of your
investment.

OUR BUSINESS IS DIFFICULT TO EVALUATE BECAUSE OUR OPERATING HISTORY IS LIMITED
AND OUR BUSINESS MODEL IS UNPROVEN


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<PAGE>   12
Our historical financial information is of limited value in projecting our
future operating results because of our limited operating history as a combined
organization with the HomeArts and Astronet businesses and because of the
emerging nature of our market. We first recognized a small amount of
subscription revenues in January 1994 and advertising revenues in March 1996 and
our revenues have become significant only recently. It is difficult to evaluate
our business and our prospects because our revenue and income potential is
unproven and our business model is still emerging.

WE HAVE A HISTORY OF OPERATING LOSSES AND WE ANTICIPATE INCREASED LOSSES IN THE
FUTURE

We have had operating losses since we were formed. We expect to incur
significant operating losses and negative cash flows for at least the next
several years. We may never achieve profitability. If we fail to achieve
profitability or sustain or increase profitability if we achieve it, our
financial condition would be materially harmed. As of March 31, 2001, we had an
accumulated deficit of $214.9 million. Successfully achieving our growth and
profitability plan depends on, among other things, our ability to significantly
increase our revenues and meet the other challenges set forth in the following
risk factors.

IF THE MERGER WITH IVILLAGE IS NOT COMPLETED, WE MAY NOT BE ABLE TO RAISE
ADDITIONAL CAPITAL ON ACCEPTABLE TERMS TO FUND OUR OPERATIONS

On February 5, 2001, we entered into a definitive agreement whereby iVillage,
Inc., operator of the iVillage network, contingent upon the satisfaction of
certain conditions, will acquire all of our outstanding shares. If the closing
conditions contained in the definitive merger agreement, including the approval
of the stockholders of Women.com and iVillage, are not satisfied, the merger may
not be completed. If the merger is not completed and we continue to function as
an independent company, we will need to raise additional capital to fund our
operations. There can be no assurance that the merger with iVillage will be
completed or that we will be successful in raising additional capital if the
merger is not completed. If the merger is not completed and we are unable to
raise additional capital on acceptable terms, we do not expect our current cash
and cash equivalents to meet our operating and capital requirements at our
currently anticipated levels of operations beyond the end of second quarter of
2001. If we are not able to raise additional capital on acceptable terms, we
will not be able to continue our present level of operations and will have to
scale back our business and may not be able to further take advantage of future
opportunities or respond to competitive pressures, any of which could have a
material adverse effect on our business and results of operations.

OUR QUARTERLY OPERATING RESULTS FLUCTUATE SIGNIFICANTLY WHICH MAKES OUR FUTURE
OPERATING RESULTS DIFFICULT TO EVALUATE AND MAY ADVERSELY AFFECT OUR STOCK PRICE

Our operating results have fluctuated and are likely to continue to fluctuate
significantly from quarter to quarter as a result of several factors, many of
which are outside our control, and any of which could materially harm our
business. These factors include:

     o    fluctuations in the demand for internet advertising or electronic
commerce

     o    bankruptcies of internet companies which are a source of advertising
revenue

     o    changes in the level of traffic on our network

     o    fluctuations in marketing expenses and technology infrastructure costs

If our revenues in a particular quarter are lower than we anticipate, we may be
unable to reduce spending in that quarter. As a result, any shortfall in
revenues would likely adversely affect our quarterly operating results.
Specifically, in order to attract and retain a larger user base, we plan to
significantly increase our expenditures on sales and marketing, content
development, technology and infrastructure. Many of these expenditures are
planned or committed in advance and in anticipation of future revenues.

Due to the factors noted above and the other risks discussed in this section,
quarter-to-quarter comparisons of our results of operations may not accurately
predict future performance. It is possible that in some future quarters our
results of operations may be below the expectations of public market analysts or
investors. If this occurs, the price of our common stock may decline.

IF WE ARE UNABLE TO GENERATE ADDITIONAL ADVERTISING REVENUES, WHICH ACCOUNT FOR
SUBSTANTIALLY ALL OF OUR REVENUES, OUR BUSINESS WOULD BE MATERIALLY HARMED

We derive substantially all of our revenues from the sale of advertisements on
our network. If we fail to sell or deliver advertising, our revenues will be
significantly reduced. Market acceptance of Internet-based advertising is
uncertain and depends largely on advertisers' determinations that the Internet
is an effective medium for advertising. Most of our customers have limited
experience

                                       12
<PAGE>   13

with the Internet as an advertising medium. Our ability to generate significant
advertising revenues depends upon several other factors, including:

     o    the development of a large, demographically attractive base of users
on our network

     o    our ability to continue to develop and update effective advertising
delivery and measurement systems

     o    our ability to maintain and increase our advertising rates given the
growing number of outlets for advertisers on the Internet

IF WE LOSE ADVERTISING CUSTOMERS TO OUR COMPETITION OR REDUCE ADVERTISING RATES
TO REMAIN COMPETITIVE, OUR REVENUES WILL DECLINE SUBSTANTIALLY AND OUR BUSINESS
WILL BE MATERIALLY HARMED

Many internet content and service providers compete with us for advertisers,
e-commerce partners and Internet users, and there are few barriers to entry. We
expect this competition to increase. Many of our current and potential
competitors in the Internet market have significantly greater financial,
editorial, technical and marketing resources, longer operating histories,
greater name recognition and more established relationships with advertisers and
advertising agencies. These competitors may be able to undertake more extensive
marketing campaigns, adopt aggressive pricing policies and devote substantially
more resources to developing Internet content and services than we can.

DUE TO THE PENDING MERGER WITH IVILLAGE, WE EXPECT OUR ADVERTISING REVENUES TO
DECREASE SIGNIFICANTLY.

As a result of the announcement on February 5, 2001 of our pending merger with
iVillage, Inc., numerous advertisers have informed us of their intent to delay
current and future advertising on our network until the iVillage merger has been
completed. We expect the merger with iVillage to be completed in the second
quarter of 2001. Accordingly, we expect our advertising revenues to decrease
significantly in the second quarter of 2001. If the merger with iVillage is not
completed and we continue to operate as an independent company, advertisers that
have delayed current and future advertising may choose to discontinue
advertising on our network entirely, which could significantly harm our
business.

IF WE ARE UNABLE TO COMPLY WITH THE NASDAQ NATIONAL MARKET'S CONTINUED LISTING
REQUIREMENTS, OUR COMMON STOCK MAY BE DELISTED FROM NASDAQ.

On December 29, 2000, we received a letter from the Nasdaq Stock Market, Inc.
stating that Women.com had failed to maintain a minimum bid price of $1.00 over
the last 30 consecutive trading days, which is required for continued listing on
the Nasdaq National Market. We failed to regain compliance with this rule and
have scheduled a formal hearing. Depending upon the results of this scheduled
hearing, our shares may be delisted as early as May 18, 2001. If our common
stock is delisted, it would seriously limit the liquidity of our common stock
and limit our potential to raise future capital through the sale of our common
stock, which could have a material adverse effect on our business or harm our
business.

THE HEARST CORPORATION CONTROLS ACTIONS REQUIRING BOARD AND STOCKHOLDER APPROVAL
WHICH WEAKENS THE EFFECT OF OTHER STOCKHOLDERS' VOTES

Hearst representatives currently fill four of the eight seats on our board of
directors. In addition, Hearst beneficially owns approximately 46% of our
outstanding common stock. Given Hearst's share ownership, Hearst is able to
elect additional directors. Any action taken by our board requires the approval
of at least six directors. As a result, at least one Hearst representative must
approve all actions taken by our board, which could significantly influence our
corporate direction and policies, including any mergers, acquisitions,
consolidations, strategic relationships or sales of assets. Hearst's board
representation and stock ownership may discourage or prevent transactions
involving an actual or potential change of control, including transactions in
which stockholders would otherwise receive a premium for their shares. In
addition, the interests of Hearst, which owns or has significant investments in
other businesses, including cable television networks, newspapers, magazines and
electronic media, may from time to time be competitive with, or otherwise
diverge from, our interests, particularly with respect to new business
opportunities and future acquisitions.

In addition to the ability to elect additional directors, Hearst has effective
control over all other stockholder actions, including approving changes to our
restated certificate of incorporation or amended and restated bylaws and
adopting or changing equity incentive plans. Hearst's control over stockholder
actions will also determine the outcome of any merger, consolidation, sale of
all or


                                       13
<PAGE>   14

substantially all of our assets or other form of change of control that we might
consider. In addition, Hearst is not subject to any restrictions on acquiring
additional shares of our common stock following this offering, and, therefore,
may increase its share ownership percentage by purchasing additional shares of
common stock in the public market.

HEARST'S LARGE OWNERSHIP PERCENTAGE MAY LIMIT THE TRADING VOLUME OF OUR COMMON
STOCK AND INCREASE THE VOLATILITY OF OUR STOCK PRICE

Because Hearst controls such a significant percentage of our common stock,
trading in our common stock may be limited unless Hearst elects to sell some or
all of its shares. If Hearst elects to purchase additional shares in the future,
the market for our common stock will be even more limited. As a result of the
limited public float of our common stock, relatively small purchases or sales of
our stock may have a disproportionate effect on our market price. In addition,
if Hearst elects to sell some or all of its shares, the effect on our market
price could be negative.

WE RELY ON HEARST FOR CONTENT AND CROSS-PROMOTION AND LOSS OF THIS RELATIONSHIP
WOULD HARM OUR BUSINESS

Information supplied by or developed from the Hearst magazines to which we have
online rights accounts for a significant portion of our network's content. If
our relationship with Hearst ends, we may not be able to enter into alternative
arrangements with third parties or to internally develop content and services to
replace the benefits we receive from our relationship with Hearst.

Our relationship with Hearst is governed by a magazine content license and
hosting agreement. While this agreement will continue to provide us with
benefits during its initial six-year term, we may not enjoy benefits from our
relationship with Hearst beyond the term of this agreement, including the
benefits we derive from Hearst's reputation, online content and
cross-promotional activities.

We depend on Hearst to effectively market and promote its 10 magazine sites. If
Hearst fails to do so, our brand identity could be negatively affected and our
business, financial condition and operating results would be materially harmed.
We also rely on Hearst to maintain the quality of its magazine content and to
maintain and expand its magazines' readership base. If the quality or
circulation of Hearst's magazines decline, the content of our network would
suffer and our business, financial condition and results of operations would be
materially harmed.

We may not be able to attract enough user traffic or advertisers to our network
to achieve profitability without Hearst's name or promotional capabilities. Even
with Hearst's support, we may never achieve profitability or sustain or increase
profitability if we achieve it.

HEARST'S RIGHT TO LICENSE ITS CONTENT TO OTHER PARTIES AND OUR RESTRICTIONS ON
LICENSING OTHER THIRD-PARTY CONTENT MAY RESTRICT OUR ABILITY TO COMPETE OR
EXPAND OUR NETWORK

Hearst is permitted to license the content or trademarks of the 10 magazines to
any Internet site or portal that is not deemed to be our competitor. A
competitor is defined under the agreement to include any Internet site, channel,
area or online content aggregation service that provides content primarily for
women and is used primarily by women. Any content or trademark license by Hearst
to any third party could dilute the value of the Hearst magazine content to our
network. We agreed with Hearst not to enter into any agreements to produce or
include as part of our network any magazine site or content related to a print
publication other than the Hearst publications and the Prevention and New Woman
magazines without Hearst's approval. Our inability to create new relationships
with print publications could impair our ability to enhance the visibility of
our brand.

IF THE POPULARITY OF ASTRONET DECLINES OR WE ARE UNABLE TO EFFECTIVELY MAINTAIN
ITS DISTRIBUTION, OUR PAGE VIEWS AND NUMBER OF USERS WOULD DECREASE AND OUR
BUSINESS COULD BE MATERIALLY HARMED

We rely on Astronet to generate a significant portion of our page views and
Astronet depends on America Online for traffic. In March 2001, approximately 21%
of our page views were generated by Astronet and, during the same period,
approximately 33% of Astronet's traffic was generated by America Online. If the
popularity of our Astronet site declines, or if America Online stops carrying
our Astronet site, our number of visitors and page views would decrease
significantly and our business could be materially harmed.

OUR PROMOTION OF THE WOMEN.COM BRAND MUST BE SUCCESSFUL IN ORDER FOR US TO
ATTRACT USERS AS WELL AS ADVERTISERS AND OTHER STRATEGIC PARTNERS


                                       14
<PAGE>   15

We believe that establishing and maintaining our brand is critical to our
success and that the importance of brand recognition will increase due to the
growing number of women-oriented Internet sites. Successful promotion and
marketing of our brand will depend on providing interesting and compelling
content, community, commerce and personalized services, and we intend to
increase our marketing and branding expenditures in our effort to increase our
brand awareness. If our brand building strategy is unsuccessful, these expenses
may never be recovered, we may be unable to increase our future revenues and our
business could be materially harmed.

IF WE ARE UNABLE TO DELIVER ORIGINAL AND COMPELLING INTERNET CONTENT, COMMUNITY,
SHOPPING AND PERSONALIZED SERVICES THAT ATTRACT A SUFFICIENT NUMBER OF USERS TO
OUR NETWORK, OUR BUSINESS WOULD BE MATERIALLY HARMED

Our current network or any additional channels or sites that we may add in the
future may not be attractive to a sufficient number of Internet users. We may
not be able to anticipate, monitor or successfully respond to rapidly changing
consumer tastes and preferences of women so as to attract enough users to our
network. If we are unable to develop Internet content, community, shopping and
personalized services that attract, retain and expand a loyal user base, we will
be unable to generate advertising revenues or commerce revenues and our
business, financial condition and results of operations will be materially
harmed.

IF WE FAIL TO RETAIN EXISTING BRANDING AND CONTENT RELATIONSHIPS OR FAIL TO
ATTRACT NEW ONES, THE AMOUNT AND QUALITY OF CONTENT ON OUR NETWORK MAY DECLINE,
TRAFFIC TO OUR NETWORK MAY DECREASE AND OUR ADVERTISING REVENUES MAY DECREASE

To be successful, we need to maintain our existing relationships and we must
establish similar relationships with new parties who have cross-media and
promotional capabilities. This is critical to our success because we believe
that these relationships will enable us to further enhance our brand awareness
and expand and broaden our reach to a wider variety of users.

With the exception of our Hearst relationship, our existing branding and content
alliances are short-term agreements. When these agreements terminate, we may not
be able to renew them on favorable terms or to obtain similar agreements with
other parties. Additionally, our competitors may enter into agreements with our
existing partners or other parties that are integral to our prospective content
and brand development.

WE MUST ESTABLISH AND MAINTAIN ONLINE DISTRIBUTION CHANNELS TO GENERATE TRAFFIC
TO OUR NETWORK IN ORDER TO BE SUCCESSFUL

We depend on establishing and maintaining online distribution relationships with
high-traffic Internet sites and leading Internet portals to ensure the
visibility of our network and to generate additional traffic. Our business could
be materially harmed if we do not establish and maintain additional
relationships on commercially reasonable terms or if any of our relationships do
not result in increased network traffic and visibility. A substantial portion of
our network's traffic was generated by our distribution relationships and, in
particular, America Online. All of our distribution relationships are based on
short-term agreements. There is intense competition for online distribution
relationships among Internet sites. We may not be able to enter into new or
renewed relationships on commercially reasonable terms or at all. In addition,
our existing online distribution relationships or any relationships that we
enter into in the future may not generate enough additional traffic to our
network or create sufficient brand visibility to justify the costs we incur for
such relationships.

WE INTEND TO PURSUE STRATEGIC ACQUISITIONS AND OUR BUSINESS COULD BE MATERIALLY
HARMED IF WE FAIL TO SUCCESSFULLY INTEGRATE ACQUIRED BUSINESSES

We often evaluate acquisition opportunities that could provide us with
additional product or content offerings or additional industry expertise. Any
future acquisition could result in difficulties assimilating acquired operations
and products, diversion of management's attention away from other business
issues and amortization of acquired intangible assets. Specifically, we expect
that future transactions may involve the acquisition of early-stage Internet
content and technology companies. Integration of these companies may result in
problems related to integration of technology and inexperienced management
teams. Our management has had limited experience in assimilating acquired
organizations and products into our operations. We may not successfully
integrate any operations, personnel or products that we may acquire in the
future. If we fail to successfully integrate acquisitions, our business would be
materially harmed.


                                       15
<PAGE>   16


OUR SYSTEMS MAY FAIL OR BE INTERRUPTED AND THEREBY LIMIT OUR USER TRAFFIC AND
POTENTIALLY HARM OUR BUSINESS

If our network fails for any reason, even for only a short period of time, our
business and reputation would be materially harmed. We rely on third parties for
proper functioning of our computer infrastructure and delivery of our product.
Our systems and operations could be damaged or interrupted by fire, flood, power
loss, telecommunications failure, break-ins, earthquake and similar events. The
recent power shortages and potential for future power shortages in California
could cause future interruptions in our network. In May and June 1999, user
access to our pregnancy channel was disrupted as a result of a system failure.
Although this disruption has been remedied, we may encounter unforeseen
difficulties in maintaining full access to this or other channels on our
network, and, therefore, there may be additional delays. This failure and any
additional failures may adversely affect our user traffic results in our current
or any future quarters, which could adversely affect our revenues and operating
results and harm our reputation with users, advertisers and commerce partners.

A key element of our strategy is to generate a high volume of traffic to our
network. Accordingly, the satisfactory performance, reliability and availability
of our network and our computer infrastructure is critical to our reputation and
our ability to attract and retain users, advertisers, e-commerce partners and
members. We cannot accurately project the rate or timing of any increases in
traffic to our network and, therefore, the integration and timing of any
upgrades or enhancements required to facilitate any significant traffic increase
to our network are uncertain.

We also depend on the receipt of timely feeds and computer downloads from our
content providers, and any failure or delay in the transmission or receipt of
such feeds or downloads from our content providers, the public network or
otherwise, could disrupt our operations. We also use third party software to
manage and deliver advertisements by contract and to provide our advertisers
with performance data. The failure of these systems to function properly could
discourage advertisers from placing advertisements on our network or e-commerce
partners from selling their products on our network. Failure of these systems
could cause us to incur additional costs or cause interruptions in our business
during the time spent replacing these systems. Our network infrastructure may
not perform properly and may not provide advertisers or e-commerce partners with
accurate data. The failure to expand and upgrade our network or any system error
or failure could materially harm our business, reputation, financial condition
or results of operations.

IF USE OF THE INTERNET DOES NOT CONTINUE TO GROW, OUR BUSINESS WILL BE
MATERIALLY HARMED

Our market is new and rapidly evolving. Our business would be significantly
harmed if Internet usage does not continue to grow. Internet usage may not grow
for a number of reasons such as:

     o    security concerns

     o    inconsistent quality of service

     o    inadequate network infrastructure

     o    consumers returning to traditional or alternative sources for
information, shopping and services

     o    lack of cost-effective, high-speed connectivity

     o    the failure of the Internet as a viable commercial marketplace

THE SUCCESS OF OUR BUSINESS WILL DEPEND ON CONTINUED GROWTH IN INTERNET COMMERCE


                                       16
<PAGE>   17

The market for the purchase of products and services over the Internet is new
and emerging. Our future revenues and profits will depend in part upon the
widespread acceptance and the use of the Internet and other online services as a
medium for commerce by consumers and merchants. If acceptance and growth of the
Internet does not occur, our business and financial performance will materially
suffer. A sufficiently broad base of consumers may not adopt, or continue to
use, the Internet as a medium for commerce. Demand for and market acceptance of
recently introduced products and services over the Internet are subject to a
high level of uncertainty, and there are few proven products and services.

In addition, the ability to securely transmit confidential information is a
significant criterion for successful e-commerce. Any well-publicized compromise
of security could deter people from using the Internet or from using the
Internet for transactions that involve transmitting confidential information,
such as credit card numbers. Because many of our advertisers seek to advertise
on our network to encourage people to use the Internet to purchase goods or
services, the failure of the Internet as a medium for commerce would seriously
harm our business, financial condition or results of operations.

WE CANNOT PREDICT TO WHAT EXTENT WE MAY BE HELD LIABLE FOR OUR SERVICES AND USER
GENERATED CONTENT AND IF WE ARE SUBJECT TO SUBSTANTIAL LIABILITY OUR BUSINESS
MAY BE MATERIALLY HARMED

We host a wide variety of information, community, communications and commerce
services that enable our users to exchange information, conduct business and
engage in various online activities. Claims could be made against us for
negligence, defamation, libel, copyright or trademark infringement, personal
injury or other legal claims based on the nature and content of information that
may be posted online by our users. The laws relating to the liability of
providers of these online services for the activities of their users are
currently unsettled. In addition, we could be exposed to liability with respect
to the selection of listings that may be accessible through our
Women.com-branded products and properties, or through content and materials that
may be posted by users on message boards or in clubs, chat rooms or other
interactive community-building services. It is also possible that if any
information provided through our services, such as financial information,
contains errors, third parties could make claims against us for losses incurred
in reliance on such information. We offer Internet-based e-mail services, which
expose us to potential risks, such as liabilities or claims resulting from
unsolicited e-mail, lost or misdirected messages, illegal or fraudulent use of
e-mail, or interruptions or delays in e-mail service. Investigating and
defending such claims is expensive, even to the extent these claims do not
result in liability. Although we carry general liability insurance, this
insurance may not be available to cover a particular claim or may be
insufficient.

In addition, we could be exposed to liability arising from the activities of
users of our content or services or with respect to the unauthorized duplication
or insertion of illegal or inappropriate material accessed directly or
indirectly through our services. Several private lawsuits seeking to impose such
liability upon content providers, online services companies and Internet access
providers are currently pending. In addition, legislation currently imposes
liability for, and in some cases prohibits, the transmission over the Internet
of some types of information. This legislation or any similar future regulation
could expose us to significant liabilities associated with our content or
services. Our activities could be or become subject to various forms of
taxation, including but not limited to sales and use taxes, the imposition of
which could materially harm our business, financial condition or results of
operations.

The imposition of potential liability for our content or services could require
us to implement measures to reduce our exposure to such liability arising out of
the content or services we offer, which may require the expenditure of
substantial resources, or to discontinue some content or service offerings. The
increased attention focused upon liability issues as a result of these lawsuits
and legislative proposals could affect the growth of Internet use. While we
carry general liability insurance, it may not be adequate to compensate us in
the event we become liable for our content or services. Any liability in excess
of our general liability insurance could materially harm our business, financial
condition or results of operations.

CONSUMER PROTECTION PRIVACY REGULATIONS COULD IMPAIR OUR ABILITY TO OBTAIN
INFORMATION ABOUT OUR USERS

Our network captures information regarding our registered members in order to
tailor content to them and assist advertisers in targeting their advertising
campaigns to particular demographic groups. However, privacy concerns may cause
users to resist providing the personal data necessary to support this tailoring
capability. Even the perception of security and privacy concerns, whether or not
valid, may indirectly inhibit market acceptance of our network. In addition,
legislative or regulatory requirements may heighten these concerns if businesses
must notify Internet users that the data may be used by marketing entities to
direct product promotion and advertising to the user. Other countries and
political entities, such as the European Economic Community, have adopted such
legislation or regulatory requirements. The United States may adopt similar
legislation or regulatory requirements. If consumer privacy concerns are not
adequately addressed, our business, financial condition and results of
operations could be materially harmed.


                                       17
<PAGE>   18


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

WE MAY EXPEND SIGNIFICANT RESOURCES TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS
OR TO DEFEND CLAIMS OF INFRINGEMENT BY THIRD PARTIES, AND IF WE ARE NOT
SUCCESSFUL WE MAY LOSE RIGHTS TO USE SIGNIFICANT MATERIAL OR BE REQUIRED TO PAY
SIGNIFICANT FEES

Our success depends on the protection of our original interactive content and on
the goodwill associated with our trademarks and other proprietary intellectual
property rights. A substantial amount of uncertainty exists concerning the
application of copyright and trademark laws to the Internet and other digital
media, and there can be no assurance that existing laws provide adequate
protection of our content or our Internet addresses, commonly referred to as
domain names. We have filed applications to register a number of our trademarks,
trade names and service marks, but registrations have only been granted in
selected cases, and we may not be able to secure additional registrations.

We have also invested resources in acquiring domain names for existing and
potential future use. We cannot assure you, however, that we will be entitled to
use such names under applicable trademarks and similar laws or that other
desired domain names will be available. Furthermore, enforcing our intellectual
property rights could entail significant expense and could prove difficult or
impossible. In the past, third parties have alleged that we have infringed upon
their patent rights and we cannot assure you that in the future third parties
will not bring additional claims of copyright or trademark infringement, patent
violation or misappropriation of creative ideas or formats against us with
respect to our content or any third-party content carried by us. Any such
claims, with or without merit, could be time consuming to defend, result in
costly litigation, divert management attention, require us to enter into costly
royalty or licensing arrangements or prevent us from using important
technologies, ideas or formats, any of which could materially harm our business,
financial condition or results of operations.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES COULD ADD ADDITIONAL COSTS TO
DOING BUSINESS ON THE INTERNET

We are not currently subject to meaningful direct regulation applicable to
access to, or commerce on, the Internet by any government agency. Any new laws
or regulations relating to the Internet could substantially increase our
operating expenses or otherwise materially harm our business. It is possible
that in the future a number of laws and regulations may be adopted with respect
to the Internet and other digital media, covering issues such as user privacy,
electronic commerce, and the pricing, characteristics and quality of products
and services. Our distribution arrangements on the Internet could subject us to
the laws of a distant jurisdiction in an unpredictable manner. Several
telecommunications companies have petitioned the Federal Communications
Commission to regulate Internet service providers and providers of online
services in a manner similar to long distance telephone carriers and to impose
access fees on these companies.

TRADING IN OUR SHARES COULD BE SUBJECT TO EXTREME PRICE FLUCTUATIONS AND YOU
COULD HAVE DIFFICULTY TRADING YOUR SHARES

Our stock price may fluctuate dramatically due to a number of factors such as:

     o    actual or anticipated quarterly variations in our operating results

     o    changes in market expectations of our future financial performance or
changes in the estimates of securities analysts

     o    a limited public float due to Hearst's share ownership

     o    announcements by our competitors

     o    conditions affecting the market for Internet stocks or the stock
market in general


                                       18
<PAGE>   19

The trading price of our common stock may be volatile. The stock market in
general and the market for technology and Internet-related companies, in
particular, has experienced extreme volatility that often has been unrelated to
the operating performance of particular companies. These broad market and
industry fluctuations may adversely affect the trading price of our common
stock, regardless of our actual operating performance.

In the past, following periods of volatility in the market price of a company's
securities, class action litigation has often been filed. If this were to happen
to us, litigation would be expensive and would divert management's attention
from the operation of the business.

YOU SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS BECAUSE THEY ARE INHERENTLY
UNCERTAIN.

This report contains forward-looking statements that are inherently uncertain.
We use words such as "anticipates," "believes," "plans," "expects," "future,"
"intends" and similar expressions to identify any forward-looking statements.
Each of these forward-looking statements involves risks and uncertainties. In
addition to forward-looking statements made by us, this report may also contain
forward-looking statements attributed to third parties regarding estimates of
the growth of the use of the Internet by women, electronic-commerce over the
Internet and spending by advertisers on the Internet. You should not place undue
reliance on these forward-looking statements. Actual results could differ
materially from those anticipated in these forward-looking statements for many
reasons, including the risks faced by us described above in "Risk Factors" and
elsewhere in this report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Women.com maintains its cash equivalents in an institutional money market fund.
As of March 31, 2001 all of Women.com's cash equivalent investments will mature
in one year or less. Women.com did not hold derivative financial instruments as
of March 31, 2001 and has never held any such instruments. Currently all sales
and expenses are denominated in U.S. dollars and as a result no foreign exchange
gains or losses have been experienced to date. Women.com Networks does not
expect any transactions in foreign currencies during 2001 nor has it engaged in
foreign currency hedging to date.


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<PAGE>   20

Part II. Other information

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities and Use of Proceeds

     Women.com's Registration Statement on Form S-1 (No. 333-78363) was
declared effective, and the offering commenced on October 14, 1999. All
securities were sold and the offering has terminated. The managing underwriters
were Morgan Stanley Dean Witter, Deutsche Banc Alex Brown and Salomon Smith
Barney. The class of securities registered was common stock. An aggregate of
4,312,500 shares of common stock was registered and sold for the account of
Women.com and the aggregate offering price was $43,125,000. Estimated expenses
for the offering were $1,500,000. Aggregate underwriting discounts and
commissions were $3,018,750.

     Net proceeds to Women.com were $38,606,250. Through March 31, 2001 the
Company used $29.1 million of the net proceeds of the offering for the following
purposes: $9.7 million for the acquisition of World Gaming Corporation, $4.0
million for an investment in Medical Self Care, Inc., $2.0 million for the
acquisition of EZSharing.com, Inc., $3.9 million for the acquisition of various
intangible assets of ParentTime LLC and $9.5 million for purchases of property
and equipment. The use of proceeds from the offering did not represent a
material change in the use of the proceeds described in the registration
statement.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

    (a) See Exhibit Index on page 22.

    (b) On February 13, 2001, the Registrant filed a Current Report on Form 8-K
relating to the execution of a definitive merger agreement among the Registrant
and iVillage, Inc. On March 7, 2001, the Registrant filed a Current Report on
Form 8-K relating to an amendment to the definitive merger agreement among the
Registrant and iVillage, Inc.

<PAGE>   21

                                   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.

Date: May 10, 2001                 Women.com Networks, Inc.


                                   By:    /s/ GREG PANAWEK
                                          --------------------------------------
                                   Title: Senior Vice President and Chief
                                          Financial Officer
                                          Duly authorized officer and Principal
                                          financial officer



                                       21
<PAGE>   22

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                                                DESCRIPTION
-------                                                -----------
<S>         <C>
 2.1***     Agreement and Plan of Merger dated as of February 5, 2001 among iVillage, Inc., a Delaware corporation,
            Stanhope Acquisition Sub, LLC, a Delaware limited liability company, and Women.com Networks Inc., a Delaware
            corporation.
 2.2****    Amendmend No. 1 to Agreement and Plan of Merger dated as of February 22, 2001 among iVillage, Inc., a Delaware
            corporation, Stanhope Acquisition Sub, LLC, a Delaware limited liability company, and Women.com Networks, Inc.,
            a Delaware corporation.
 3.1**      Restated Certificate of Incorporation of the Registrant
 3.2**      Amended and Restated Bylaws of the Registrant
 4.1        Reference is made to Exhibits 3.1 and 3.2 hereof
 4.2*       Specimen Certificate for Registrant's common stock
 4.3*       Amended and Restated Investors' Rights Agreement, dated May 7, 1999, by and among the Registrant, Marleen
            McDaniel, Ellen Pack, certain holders of the Registrant's common stock and certain holders of warrants to purchase
            the Registrant's common stock
 4.4*       Investor Rights Agreement, dated July 9, 1999, between the Registrant and Torstar Corporation
 4.5*       Investor Rights Agreement, dated July 9, 1999, between the Registrant and The Walt Disney Company
10.1.1*     Amended and Restated 1998 Equity Incentive Plan
10.1.2*     Employee Stock Purchase Plan
10.1.3*     Amended and Restated 1994 Stock Option Plan
10.2*       Magazine Content License and Hosting Agreement by and between the Registrant and Hearst Communications, Inc.,
            dated January 27, 1999
10.4*       Investment agreement by and between the Registrant and MediaOne Interactive Services, Inc. (formerly known as
            US West Interactive Services, Inc.), dated July 7, 1997, as amended on April 7, 1998
10.5*       Executive Employment Agreement by and between the Registrant and Marleen McDaniel, dated January 29, 1999
10.6+*      Investment Agreement by and between the Registrant and Rodale Press, Inc., dated January 27, 1999
10.7*       Letter Agreement by and between the Registrant and Rodale Press, Inc., dated January 27, 1999
10.8+*      Website Agreement by and between the Registrant and Rodale Press, Inc., dated May 2, 1997
10.11*      Lease Agreement, dated November 7, 1994, and Addendum thereto dated November 8, 1994, by and between the
            Registrant and Golden Century Investment Company
10.12*      Amendment No. 1 to the Master Lease Agreement, dated December 1, 1994, by and between the Registrant and Golden
            Century Investment Company
10.13*      First Amendment to Lease Agreement, dated July 27, 1997, by and between the Registrant and Carramerica Realty
            Corporation (the successor in interest to Golden Century Investment Company)
10.14*      Second Amendment to Lease Agreement, dated August 31, 1997, by and between the Registrant and Carramerica
            Realty Corporation
10.15*      Third Amendment to Lease Agreement, dated October 27, 1998, by and between the Registrant and Carramerica
            Realty Corporation
10.19*      Series D Preferred Stock Purchase Agreement by and among the Registrant and the purchasers of Series D
            Preferred Stock, dated June 5, 1998
10.20*      Series E Preferred Stock Purchase Agreement by and among the Registrant and the purchasers of Series E
            Preferred Stock, dated May 7, 1998
10.22*      Agreement of Merger and Purchase, by and among Hearst Communications, Inc., Astronet, Inc., Hearst New Media,
            LLC and certain shareholders and option holders of Astronet, Inc. dated December 23, 1998
10.24*      Asset Purchase Agreement by and among the Registrant, Wild Wild Web, Inc., Raymond B. Kropp and Victoria P.
            Kropp dated April 2, 1998
</TABLE>


<PAGE>   23

<TABLE>
<CAPTION>
EXHIBIT                                                DESCRIPTION
-------                                                -----------
<S>         <C>
10.25*      Fourth Amendment to Lease Agreement by and between the Registrant and Carramerica Realty Corporation dated
            March 24, 1999
10.26*      Stock Purchase Agreement by and between the Registrant and Hearst Communications, Inc., dated July 9, 1999
10.27+*     Letter Agreement by and among the Registrant, Torstar Corporation and Harlequin Enterprise Limited, dated June
            25, 1999, as amended July 9, 1999
10.28*      Amendment No. 1 to Letter Agreement by and among the Registrant, Torstar Corporation and Harlequin Enterprise
            Limited, dated July 9, 1999
10.29*      Stock Purchase Agreement by and among the Registrant and Torstar Corporation, dated July 9, 1999
10.31*      Amendment No. 1 to Stock Purchase Agreement by and between the Registrant and Hearst Communications, Inc.,
            dated September 7, 1999
10.32*      Amendment No. 1 to Stock Purchase Agreement by and between the Registrant and Torstar Corporation, dated
            September 3, 1999
10.33*      Form of Stock Purchase Agreement by and between the Registrant and Hearst Communications, Inc.
10.34*      Warrant Agreement by and between Women.com Networks and HC Crown Corp., dated August 19, 1997
10.35*      Fifth Amendment to Lease Agreement, dated May 25, 1999, by and between the Registrant and Carramerica Realty
            Corporation
10.36*      Agreement of Lease between the Registrant and Polestar Fifth Property Associates LLC, dated July 31, 1999
99.1***     Form of Stockholder Voting Agreement dated as of February 5, 2001, between iVillage, Inc., a Delaware
            corporation, and Hearst Communications, Inc.
</TABLE>
------------
*    Incorporated by reference to the exhibit to the Registration Statement on
     Form S-1 (No. 333-78363).

**   Incorporated by reference to the exhibit to the Registrant's Report on Form
     10-Q for the quarter ended September 30, 1999.

***  Incorporated by reference to the exhibit to the Registrants Report on Form
     8K filed with the SEC on February 13, 2001.

**** Incorporated by reference to the exhibit to the Registrants Report on Form
     8K filed with the SEC on March 7, 2001.

+    Confidential treatment has been granted by the SEC on portions of this
     Exhibit.