<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                              ---------------------
                                    FORM 10-Q

(MARK ONE)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________________ TO
     _________________

                          Commission File No. 000-26623

                             THE COBALT GROUP, INC.

             (Exact name of registrant as specified in its charter)

             WASHINGTON                                       91-1674947
      (State or other jurisdiction of                         (IRS Employer
       incorporation or organization)                       Identification No.)

2200 FIRST AVENUE SOUTH,  SEATTLE, WASHINGTON                   98134
-----------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)

 (206) 269-6363
-----------------------------------------------------------------------
(Registrant's telephone number, including area code)

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

As of April 30, 2000, 17,247,220 shares of the Company's common stock, $.01 par
value, were outstanding.


<PAGE>

                             THE COBALT GROUP, INC.

                           FORM 10-Q QUARTERLY REPORT

                                TABLE OF CONTENTS

PART I - Financial Information

   Item 1. - Financial Statements

     Consolidated Balance Sheets as of March 31, 2000 and
       December 31, 1999                                                       3

     Consolidated Statements of Operations for the Three
       Months Ended March 31, 2000 and 1999                                    4

     Consolidated Statements of Cash Flows for the Three
       Months Ended March 31, 2000 and 1999                                    5

     Notes to Consolidated Financial Statements                                6

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

     Overview and Outlook                                                     10

     Results of Operations                                                    12

     Liquidity and Capital Resources                                          13

     Risk Factors                                                             14

   Item 3. - Quantitative and Qualitative Disclosures about Market Risk       16

Part II - Other Information

   Item 2. - Changes in Securities and Use of Proceeds                        16

   Item 6. - Exhibits and Reports on Form 8-K                                 17

Signatures                                                                    19


                                       2

<PAGE>

ITEM 1. FINANCIAL STATEMENTS

                             THE COBALT GROUP, INC.
                          CONSOLIDATED BALANCE SHEETS
               (in thousands, except share and per share amounts)


<TABLE>
<CAPTION>

                                                                          MARCH 31,  DECEMBER 31,
                                                                            2000      1999
                                                                           -------   -------
                                                                         (UNAUDITED)
<S>                                                                        <C>       <C>
                                     ASSETS
Current assets
   Cash and cash equivalents                                               $16,817   $14,224
   Accounts receivable, net of allowance for doubtful
      accounts of $533 (unaudited) and $497, respectively                    6,031     4,581
   Notes receivable from Boats.com, Inc.                                     7,006      --
   Other current assets                                                      1,160     2,225
                                                                           -------   -------
                                                                            31,014    21,030

Capital assets, net of accumulated depreciation of $2,046 (unaudited)
         and $1,707, respectively                                            5,558     4,636
Intangible assets, net of accumulated amortization of $5,524 (unaudited)
         and $4,017, respectively                                           29,557    27,330
Other assets                                                                   962     1,036
                                                                           -------   -------
      Total assets                                                         $67,091   $54,032
                                                                           =======   =======


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Accounts payable                                                        $ 1,858   $ 2,020
   Accrued liabilities                                                       1,493     1,520
   Deferred revenue                                                          2,747     2,456
   Deferred gain on sale of YachtWorld                                       7,000      --
   Notes payable                                                               253      --
   Software financing contract, current portion                                300       362
   Capital lease obligations, current portion                                  706       844
                                                                           -------   -------
                                                                            14,357     7,202
                                                                           -------   -------
Non-current liabilities
   Software financing contract, non-current portion                           --          28
   Capital lease obligations, non-current portion                            1,129     1,217
                                                                           -------   -------
                                                                             1,129     1,245
                                                                            -------   -------
Shareholders' equity
   Preferred stock; $0.01 par value per share; 100,000,000 shares
      authorized; 0 shares issued and outstanding                             --        --
   Common stock; $0.01 par value per share; 200,000,000 shares
      authorized; 17,210,941 (unaudited) and 16,855,431 and issued
      and outstanding, respectively                                            172       169
   Additional paid-in capital                                               91,955    89,957
   Deferred compensation                                                    (2,044)   (3,036)
   Notes receivable from shareholders                                         (144)     (144)
   Accumulated deficit                                                     (38,334)  (41,361)
                                                                           -------   -------
                                                                            51,605    45,585
                                                                           -------   -------
      Total liabilities and shareholders' equity                           $67,091   $54,032
                                                                           =======   =======

</TABLE>


          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                             THE COBALT GROUP, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>

                                                                      THREE MONTHS ENDED
                                                                            MARCH 31,
                                                                    -------------------------
                                                                       2000           1999
                                                                   -----------    -----------
<S>                                                                 <C>             <C>
Revenues                                                           $     9,284    $     2,453
Cost of revenues                                                         1,775            540
                                                                   -----------    -----------
         Gross profit                                                    7,509          1,913
Operating expenses
         Sales and marketing                                             4,276          1,650
         Product development                                             1,254            401
         General and administrative                                      3,783          1,809
         Amortization of intangible assets                               1,508             61
         Stock-based compensation                                          290            335
                                                                   -----------    -----------
                  Total operating expenses                              11,111          4,256
                                                                   -----------    -----------
Loss from operations                                                    (3,602)        (2,343)

Interest expense                                                           (68)           (49)
Interest income                                                            317             61
Gain on sale of YachtWorld                                               6,446           --
Other income (expense), net                                                (66)            (4)
                                                                   -----------    -----------
Net income (loss)                                                  $     3,027    $    (2,335)
                                                                   ===========    ===========
Net income (loss) available to common
         shareholders                                              $     3,027    $    (2,926)
                                                                   ===========    ===========
Basic net income (loss) per share                                  $      0.18    $     (1.97)
                                                                   ===========    ===========
Weighted-average shares outstanding--basic                          17,082,768      1,488,681
                                                                   ===========    ===========
Diluted net income (loss) per share                                $      0.16    $     (1.97)
                                                                   ===========    ===========
Weighted-average shares outstanding--diluted                        18,587,055      1,488,681
                                                                   ===========    ===========
</TABLE>

          See accompanying notes to consolidated financial statements.



                                       4
<PAGE>

                             THE COBALT GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                         THREE MONTHS ENDED
                                                                             MARCH 31,
                                                                        --------------------
                                                                          2000        1999
                                                                        --------    --------
<S>                                                                     <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net income (loss)                                              $  3,027    $ (2,335)
         Adjustments to reconcile net income (loss) to net
                  cash used in operating activities:
         Amortization of deferred compensation                               290         335
         Depreciation and amortization                                     2,040         250
         Net (gain) loss on sale of assets                                (6,382)          4
         Changes in:
                  Accounts receivable                                     (1,564)       (151)
                  Other assets                                             1,133        (977)
                  Accounts payable and accrued liabilities                  (138)      1,014
                  Deferred revenues                                          506         215
                                                                        --------    --------
                  Net cash used in operating activities                   (1,088)     (1,645)
                                                                        --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES

         Acquisition of capital assets                                    (1,593)       (172)
         Investment in IntegraLink                                        (1,614)       --
         Proceeds from sale of capital assets                                 24        --
         Proceeds from sale of YachtWorld                                  6,674        --
                                                                        --------    --------
                  Net cash provided by (used in) investing activities      3,491        (172)
                                                                        --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES
         Proceeds from exercise of stock options                             331          66
         Proceeds from employee stock purchase plan                          175        --
         Payment of capital lease obligations and software
                  financing contract                                        (316)       (129)
                                                                        --------    --------
                  Net cash provided by (used in) financing activities        190         (63)
                                                                        --------    --------
Net increase (decrease) in cash and cash equivalents                       2,593      (1,880)
Cash and cash equivalents, beginning of period                            14,224       5,756
                                                                        --------    --------
Cash and cash equivalents, end of period                                $ 16,817    $  3,876
                                                                        ========    ========

</TABLE>

          See accompanying notes to consolidated financial statements.


                                       5




<PAGE>

                             THE COBALT GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   NATURE OF THE BUSINESS

     The Cobalt Group, Inc. (the "Company") is a provider of Internet marketing
and data aggregation services to individual franchised automobile dealerships,
multi-franchise automobile dealer groups and automobile manufacturers in the
United States. The Company enables its clients to develop and implement
e-business strategies and to capitalize on the increasing use of the Internet by
consumers to research, evaluate and buy new and pre-owned vehicles, parts and
accessories and automotive-related services such as financing and insurance. The
Company's current service offerings include comprehensive Web site design,
development and management; data extraction, aggregation and maintenance;
Internet advertising and promotion; and Internet training and support. The
Company also provides vehicle parts location, data acquisition and management
services to its automobile dealership clients.

     During 1999 the Company maintained YachtWorld.com, a marine Web site, which
contains photo listings of yachts for sale on the Web, as well as other
marine-related information. On January 25, 2000 the Company sold this division.

     The accompanying unaudited financial statements include all adjustments,
consisting only of normal recurring adjustments that, in the opinion of
management, are necessary to present fairly the financial information set forth
therein. Certain information and note disclosures normally included in financial
statements, prepared in accordance with generally accepted accounting
principles, have been condensed or omitted pursuant to the rules and regulations
of the Securities and Exchange Commission ("SEC"). Results of operations for the
three month period ended March 31, 2000 are not necessarily indicative of future
financial results.

     Investors should read these interim statements in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and notes thereto for the fiscal year
ended December 31, 1999 included in our annual report on Form 10-K, SEC File No.
000-26623.

2.   RECENT ACCOUNTING PRONOUNCEMENTS

     In March 2000, the EITF issued EITF 00-2 "Accounting for Web site
Development Costs". This statement requires that capitalization and expensing of
defined costs incurred during the development of a Web site. Costs incurred
during the planning stage should be expensed; the costs incurred for activities
during the web application and infrastructure development stage should be
capitalized; and generally the costs incurred during the operation stage should
be expensed. Costs incurred to create the initial graphics for the Web site
would be capitalized and that any subsequent updates would be expensed as
incurred. The adoption of this statement is not expected to have a material
impact on the Company's results of operations, financial position or cash flows.

     In December 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB
101"), "Revenue Recognition in Financial Statements." SAB 101 summarizes certain
of the SEC's views in applying generally accepted accounting principles to
revenue recognition in financial statements. In March 2000, the SEC issued an
amendment to SAB 101 to defer the effective date of implementation for one
quarter with earlier application encouraged. The Company has not yet adopted SAB
101 and will be required to do so in the second quarter of 2000. The Company is
currently determining what effects the application of SAB 101 may have on
revenue recognition and operating results.

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133 ("FAS 133"), "Accounting for
Derivative Instruments and Hedging Activities." In May 1999, the FASB voted to
delay the effective date of FAS 133 by one year. Adoption of FAS 133 is required
for fiscal year 2001. This statement establishes a new model for accounting for
derivatives and hedging activities. Under FAS 133, all derivatives must be
recognized as assets and



                                       6
<PAGE>

liabilities and measured at fair value. The Company adopted FAS 133 on January
1, 1999. The Company has determined that it does not have any derivatives or
hedging activities.

3.   ACQUISITION OF INTEGRALINK

     On January 14, 2000 the Company acquired IntegraLink, Inc. ("IntegraLink"),
whose principal business is advanced data extraction and reporting services. At
closing, the Company paid aggregate purchase consideration of (i) $1.5 million
in cash; (ii) promissory notes in the principal amount of $250,000 bearing
interest at 8% due January 14, 2001; (iii) 85,000 shares of the Company's common
stock valued at $22.00 per share; and (iv) expenses related to the acquisition
in the amount of $114,000.

     The Company accounted for the IntegraLink acquisition using the purchase
method of accounting. The aggregate purchase price of $3.7 million was allocated
to the net assets acquired, based on their respective fair market values. The
excess of the purchase price, including acquisition costs, over the fair market
value of the assets acquired were allocated to intangible assets. The historical
operations of IntegraLink are not material to the Company's financial position
or results of operations, therefore, pro forma financial statements have not
been presented for this acquisition.

4.   SALE OF YACHTWORLD

     On January 25, 2000 the Company sold the assets related to its YachtWorld
division to Boats.com, Inc. for cash proceeds of $3.5 million and a note
receivable in the amount of $10.5 million. The note bears interest at 8.0% and
is due in three installments during 2000. The first installment of $3.5 million
was received on March 27, 2000. The Company also received warrants to purchase
473,455 shares of Boats.com common stock at $18.91 per share. In addition, the
Company received the right to appoint a representative to Boats.com's board of
directors until the note is paid in full. Revenues for YachtWorld were $602,000,
$185,000 and $80,000 for the years ended December 31, 1999, 1998 and 1997,
respectively. The following assets and liabilities were sold in the transaction:

         Accounts receivable        $114,000
         Capital assets               50,000
         Accounts payable             47,000
         Deferred revenue            215,000
         Other accrued liabilities     1,000

     In connection with this transaction, the Company has recorded a gain of
$6.4 million through March 31, 2000. Terms of the agreement require additional
cash payments of $7 million, plus interest, with equal installments due on
September 30, 2000 and December 31, 2000. Because of the risk associated with
the collection of these payments, the Company has deferred that portion of the
gain, which is presented on the balance sheet as deferred gain on sale of
YachtWorld.

5.   ACQUISITION OF PARTSVOICE

     On April 30, 1999, the Company acquired all of the equity interests in
PartsVoice, LLC, ("PartsVoice") whose principal business is vehicle parts data
acquisition and management services. Immediately prior to the closing,
PartsVoice distributed to its owners certain assets and liabilities. The Company
paid aggregate purchase consideration for the PartsVoice equity of (i) $26.0
million in cash; (ii) 500,000 shares of Series C convertible preferred
mandatorily redeemable stock at $8.00 per share; and (iii) warrants to purchase
160,000 shares of the Company's common stock at $6.00 per share. The warrants
were valued at $381,000 using the Black Scholes option-pricing model.

     The acquisition was accounted for using the purchase method of accounting.
The aggregate purchase price was allocated to the net assets acquired, based
upon their respective fair market values. The excess of the purchase price,
including acquisition costs, over the fair market value of the assets acquired
was allocated to intangible assets.

     The following summarizes the unaudited pro forma results of operations for
the three months ended March 31, 1999, on a combined basis, as if the Company's
acquisition of PartsVoice occurred on January 1,


                                       7

<PAGE>

1999, after including the impact of certain adjustments, such as amortization of
goodwill and interest on acquisition indebtedness:

         Revenues                       $ 5,009,000
         Net loss                        (2,947,000)
         Basic net loss per share       $     (2.42)

     The unaudited pro forma results are not necessarily indicative of the
results of operations that would have been reported had the acquisition occurred
prior to the beginning of the periods presented. In addition, they are not
intended to be indicative of future results.

6.   NET INCOME (LOSS) PER SHARE

     The following table sets forth the computation of the numerators and
denominators in the basic and diluted net income (loss) per share calculations
for the periods indicated:

<TABLE>
<CAPTION>

                                                            THREE MONTHS ENDED
                                                                    MARCH 31,
                                                          ----------------------------
                                                             2000             1999
                                                         ------------    -------------
                                                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<S>                                                      <C>             <C>
Numerator:
         Net income (loss)                               $      3,027    $     (2,335)
         Dividends on mandatorily redeemable
                  convertible preferred stock                    --              (584)
         Accretion of mandatorily redeemable
                  convertible preferred stock                    --                (7)
                                                         ------------    -------------
Net income (loss) available to common
         shareholders                                    $      3,027    $     (2,926)
                                                         ============    ============

Denominator:
         Weighted-average shares outstanding - basic       17,082,768       1,488,681
         Effect of dilutive securities
                  Employee stock options                    1,338,154            --
                  Warrants                                    166,133            --
                                                         ------------    -------------
         Weighted-average shares outstanding - diluted     18,587,055       1,488,681
                                                         ============    =============

</TABLE>

7.   INTANGIBLE ASSETS


                                       8
<PAGE>

     Intangible assets consist of the following:

<TABLE>
<CAPTION>

                          USEFUL LIVES   MARCH 31, 2000    DECEMBER 31, 1999
                          ------------   --------------    -----------------
                             (YEARS)            (IN THOUSANDS)
                                            (UNAUDITED)
<S>                            <C>         <C>        <C>
Goodwill                      4 - 6           $ 13,871             $ 13,247
Trademarks/trade name           6                1,200                1,200
Customer Lists                3 - 6             14,990               14,600
Existing technology             5                3,160                1,100
Workforce                     3 - 5              1,860                1,200
                                             ---------              --------
                                                35,081               31,347
Accumulated amortization                        (5,524)              (4,017)
                                             ---------              --------
                                              $ 29,557             $ 27,330
                                             =========              ========

</TABLE>

These assets are amortized over their respective estimated useful lives.

8.   SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

     Cash paid for interest during the three months ended March 31, 2000 and
1999 was $68,000 and $49,000, respectively.

     During the three months ended March 31, 1999, the Company purchased capital
assets under capital leases and a software financing contract of $1,437,000.
There were no such transactions for the three months ended March 31, 2000.

9.   SUBSEQUENT EVENTS

     On May 1, 2000 the Company reached an agreement with DaimlerChrysler
Corporation to provide Web site design, hosting and maintenance services to
its Chrysler, Dodge and Jeep dealers. The initial term of the agreement is
through December 31, 2002, with an option to renew through December 31, 2005.
DaimlerChrysler will be obligated to pay minimum annual revenues to the
Company during the initial term of the agreement. In connection with the
agreement, the Company will issue 258,164 shares of its common stock to
DaimlerChrysler. The Company also will issue warrants to purchase 688,437 and
516,328 shares of its common stock at $10.03 and $12.53 per share,
respectively. A third warrant to purchase 249,559 shares at $15.04 per share
will be contingent upon DaimlerChrysler's exercise of its option to renew the
agreement.

     On April 12, 2000 the Company entered into a loan agreement with Charter
Financial, Inc. Under terms of the agreement, the Company can borrow up to $2.5
million, secured by specified capital assets. To date, the Company has
borrowed $1.2 million under this facility. Amounts borrowed are due in equal
installments over 36 months at an effective interest of approximately 13%. The
agreement contains restrictive covenants, including provisions that require
maintenance of insurance, impose limitations on changes in the Company's
ownership, provide for prepayment penalties, and require maintenance of
unrestricted cash balances of $7.0 million. An affiliate of the Company's
largest shareholder, Warburg, Pincus Equity Partners, L.P., owns a 49.9%
interest in Charter Financial.

                                       9
<PAGE>

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

INVESTORS SHOULD READ THE FOLLOWING DISCUSSION AND ANALYSIS IN CONJUNCTION WITH
THE CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN
THIS REPORT. IN ADDITION TO HISTORICAL INFORMATION, THE FOLLOWING DISCUSSION
CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF
THE SECURITIES AND EXCHANGE ACT, AS AMENDED, THAT INVOLVE KNOWN AND UNKNOWN
RISKS AND UNCERTAINTIES, SUCH AS STATEMENTS OF OUR PLANS, OBJECTIVES,
EXPECTATIONS AND INTENTIONS. YOU SHOULD READ THE CAUTIONARY STATEMENTS MADE IN
THIS REPORT AS BEING APPLICABLE TO ALL RELATED FORWARD-LOOKING STATEMENTS
WHEREVER THEY APPEAR IN THIS REPORT. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE
OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE
DISCUSSED UNDER "RISK FACTORS" BEGINNING ON PAGE 13 AND IN OUR REPORTS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING OUR ANNUAL REPORT ON FORM
10-K FOR THE YEAR ENDED DECEMBER 31, 1999. YOU SHOULD NOT RELY ON THESE
FORWARD-LOOKING STATEMENTS, WHICH REFLECT ONLY OUR OPINION AS OF THE DATE OF
THIS REPORT. WE DO NOT ASSUME ANY OBLIGATION TO REVISE FORWARD-LOOKING
STATEMENTS.

OVERVIEW AND OUTLOOK

OVERVIEW

     We derive our revenues from fees charged to our automobile dealership,
dealer group and manufacturer clients for Web site design, development, hosting
and maintenance and data extraction and aggregation services. Revenues from Web
site hosting and maintenance and data extraction and aggregation services are
recognized ratably over the applicable service period. Revenues from design and
custom development are recognized based on completion and delivery of services
or products as outlined in the applicable service agreement or contract. In
certain cases, if projects require significant modification or customization,
revenues are recognized on a percentage-of-completion basis based on the total
project costs to be incurred. The majority of our services are sold to
clients under short-term service agreements with an initial term of three to
twelve months and month-to-month thereafter. We recognize revenues net of
promotional discounts.

     Our cost of revenues consists of the costs associated with production,
maintenance and delivery of our services. These costs include the costs of
production, processing and design personnel, communication expenses related to
data transfer, fees payable to third parties for distribution of vehicle
inventory data to other Web sites and for banner advertising, site content
licensing fees and costs of Web and database servers used to host client data.

     As we continue to expand our client base, we expect to leverage our
production, maintenance and service delivery platform, which may maintain or
improve our gross margin. However, some strategic new services may have lower
margins than our current service offerings. Further, we continue to experience
increasing demand for custom design and development projects, which carry higher
costs. As we respond to the customer demand for these services our gross margin
may decline.

ACQUISITIONS AND DISPOSITIONS

     In April 1999 we acquired PartsVoice, LLC, an Oregon limited liability
company, whose principal business is vehicle parts data acquisition and
management services. The purchase price, including transaction expenses, was
$30.7 million, of which $26.3 million was paid in cash and $4.4 million was paid
by issuance of preferred stock and warrants. The PartsVoice acquisition was
accounted for as a purchase transaction, and substantially all of the purchase
price was allocated to intangible assets. The consolidated results of operations
include PartsVoice for the period May 1, 1999 to March 31, 2000.

     In January 2000 we purchased IntegraLink, Inc., which expanded our client
base and enhanced our data extraction capabilities. At closing we paid purchase
consideration and expenses of $1.6 million in cash, promissory notes in the
principal amount of $250,000 due January 14, 2001, and 85,000 shares of the
Company's common stock valued at $22.00 per share, for a total purchase price of
$3.7 million. The IntegraLink acquisition was accounted for as a purchase
transaction, and substantially all of the purchase price was allocated to
intangible assets.


                                       10
<PAGE>

     In January 2000 we sold the assets of our YachtWorld division to Boats.com,
Inc. The sale provides capital for future growth and operations of our core
business. The division was sold for cash proceeds of $3.5 million and a note
receivable in the amount of $10.5 million. The note bears interest at 8.0% and
is due in three installments during 2000. The first installment of $3.5 million
was paid on March 27, 2000. We also received warrants to purchase 473,455 shares
of Boats.com common stock at $18.91 per share.

     In connection with this transaction, the Company has recorded a gain of
$6.4 million through March 31, 2000. Terms of the agreement require additional
cash payments of $7 million, plus interest, with equal installments due on
September 30, 2000 and December 31, 2000. Because of the risk associated with
the collection of these payments, the Company has deferred that portion of the
gain, which is presented on the balance sheet as deferred gain on sale of
YachtWorld.

DAIMLERCHRYSLER AGREEMENT

     On May 1, 2000 we reached an agreement with DaimlerChrysler Corporation
to provide Web site design, hosting and maintenance services to its Chrysler,
Dodge and Jeep dealers. The initial term of the agreement will be through
December 31, 2002, with an option to renew through December 31, 2005.
DaimlerChrysler will be obligated to pay minimum annual revenues to us during
the initial term of the agreement. In connection with the agreement, we will
issue 258,164 shares of our common stock to DaimlerChrysler. We also will
issue warrants to purchase 688,437 and 516,328 shares of our common stock at
$10.03 and $12.53 per share, respectively. A third warrant to purchase 249,559
shares at $15.04 per share will be contingent upon DaimlerChrysler's exercise
of its option to renew the agreement.

     We expect non-cash charges related to the common stock and warrants that
we issue in connection with the DaimlerChrysler agreement to total
approximately $14.8 million, which will be amortized ratably with the revenue
recognized over the initial term of the agreement. This valuation does not
attribute value to the third warrant because issuance will be contingent upon
DaimlerChrysler's exercise of its renewal option. Upon renewal, non-cash
charges attributable to the third warrant will be calculated and amortized
over the renewal period.

     We have other relationships with DaimlerChrysler to provide Web site
services to Mercedes-Benz dealers and to provide data extraction and aggregation
services. Our new agreement will increase the relative importance of
DaimlerChrysler to us and may create increased credit risk.

OUTLOOK

     As a strategic initiative or as a response to the competitive environment,
we may from time to time make pricing, service, technology or marketing
decisions or business or technology acquisitions that would require near-term
investment, including staff, management and infrastructure costs and may
negatively impact near-term operating results. For example, we anticipate that
our agreement with DaimlerChrysler will require increased staffing and
infrastructure to accommodate the anticipated growth in our client base. We
also may experience seasonality in our business in the future resulting in
diminished revenues as a result of diminished demand for our services during
seasonal periods that correspond to seasonal fluctuations in the automotive
industry or to fluctuations in industry spending for Internet marketing
services. Due to all or any of the foregoing factors, in some future quarter
our operating results may fall below the expectations of securities analysts
and investors. In such event, the trading price of our common stock would
likely be materially and adversely affected. See "--Risk Factors--Our
quarterly results likely will fluctuate, which may subject the market price of
our common stock to rapid and unpredictable change."

     Our continued growth and acquisitions of other businesses have placed and
will continue to place a significant strain on our managerial, operational and
financial resources. To manage our anticipated growth, we must continue to
implement and improve our operational and financial systems and must expand,
train and manage our employee base. We may not be able to manage the expansion
of our operations effectively, and our systems, procedures or controls may not
be adequate to support our operations. Any inability to manage growth
effectively could have a material adverse effect on our business, results of
operations and financial condition. See "Risk Factors--Any failure to manage our
growth effectively will adversely affect our business and results of
operations."


                                       11
<PAGE>

     In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements." SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting principles to revenue recognition in financial statements.
We have not yet adopted SAB 101 and will be required to do so in the second
quarter of 2000. We are currently determining what effects the application of
SAB 101 may have on our revenue recognition and operating results.

     We have incurred net losses each year since we began operations. Excluding
the gain on sale of YachtWorld we had a net loss of $3.4 million for the quarter
ended March 31, 2000, which includes non-cash charges of $1.5 million in
amortization of intangible assets and $290,000 in stock-based compensation. We
intend to continue our investment in technology infrastructure development,
marketing and promotion, product development and strategic relationships. As a
result, we expect to continue to incur net losses and negative cash flows from
operations at least through 2001. Our limited operating history makes it
difficult to forecast further operating results. Although our net revenues have
grown in recent quarters, we cannot be certain that net revenues will continue
to increase or that they will increase at a rate sufficient to achieve and
maintain profitability. Even if we were to achieve profitability in any period,
we might fail to sustain or increase that profitability on a quarterly or annual
basis.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999

     REVENUES. Revenues increased to $9.3 million for the three months ended
March 31, 2000 from $2.5 million for the same period in 1999, an increase of
$6.8 million, or 278.5%. Of the increase, $3.0 million, or 44.4% of the change,
is attributable to revenues generated by PartsVoice and IntegraLink. The
remaining 55.6% of the change is due to an increase in our client base and the
sale of additional services to existing clients. The revenue increase is net of
client attrition of 2.2% during the three months ended March 31, 2000 compared
with a client attrition rate of 2.1% for the same period in 1999. Attrition
rates were determined based on total dealer Web site clients as of March 31,
2000 and 1999, respectively. As of March 31, 2000 Cobalt was paid to manage and
maintain Web sites for 5,637 dealer clients, compared to 3,460 at March 31,
1999.

     COST OF REVENUES. Cost of revenues increased to $1.8 million for the three
months ended March 31, 2000 from $540,000 for the same period in 1999, an
increase of $1.2 million or 228.7%. Of this increase, $819,000, or 66.3% of the
change, is related to increased staffing required to accommodate our increased
client base. PartsVoice accounts for $289,000, or 23.4% of the change, and
$134,000, or 10.8%, is associated with the costs of equipment required to host
the increased number of client Web sites. Cost of sales as a percentage of sales
decreased to 19.1% for the quarter ended March 31, 2000 from 22.0% for same
period in 1999. The increase in the product mix of higher-margin parts locating
and hosting and maintenance services caused the decrease in cost of sales as a
percentage of revenues.

     SALES AND MARKETING. Sales and marketing expenses consist primarily of
compensation for sales and marketing personnel, including sales commissions,
travel expenses and promotional advertising and marketing costs. Sales and
marketing expenses increased to $4.3 million for the three months ended March
31, 2000 from $1.7 million for the same period in 1999, an increase of $2.6
million, or 159.1%. Of this increase, $1.5 million, or 57.5% of the change, is
due to increased sales and marketing personnel. Sales and marketing expenses
associated with PartsVoice accounted for $386,000, or 14.7% of the change, and
$284,000, or 10.8%, is attributable to an increase in commissions paid to sales
personnel, which reflects approximately 500 dealer Web sites added in the first
quarter of 2000 compared to approximately 200 dealer Web sites added for the
same period in 1999.

     PRODUCT DEVELOPMENT. Our product development expenses consist primarily of
compensation for product development personnel and costs of related computer
equipment. We expense product development costs as they are incurred. Our
product development expenses increased to $1.3 million for the three months
ended March 31, 2000 from $401,000 for the same period in 1999, an increase of
$853,000, or 212.8%. Substantially all of the change is attributable to the
increase in the number of our product development personnel and associated
computer equipment costs resulting from increased emphasis on product
development initiatives.


                                       12
<PAGE>

     GENERAL AND ADMINISTRATIVE. Our general and administrative expenses consist
primarily of compensation for administrative personnel, facilities and fees for
outside professional advisors. General and administrative expenses increased to
$3.8 million for the three months ended March 31, 2000 from $1.8 million for the
same period in 1999, an increase of $2.0 million, or 109.2%. Of this increase,
$505,000, or 25.6% is due to Parts Voice, $414,000, or 21.0% is attributable to
increased facilities costs for new company headquarters to accommodate
additional personnel, including one-time expenses related to moving our
corporate headquarters in the first quarter, and $363,000, or 18.4% is
attributable to the increase in the number of staff and management personnel.

     AMORTIZATION OF INTANGIBLE ASSETS. Amortization of intangible assets
increased to $1.5 million for the three months ended March 31, 2000 from $61,000
for the same period in 1999, an increase of $1.4 million. Of this increase, $1.3
million, or 89.3% of the change, is due to amortization of intangible assets and
goodwill related to the PartsVoice acquisition on April 30, 1999. The remainder
of the increase is attributable to amortization of intangible assets and
goodwill related to the IntegraLink acquisition on January 14, 2000.

     STOCK-BASED COMPENSATION. Stock-based compensation decreased to $290,000
for the three months ended March 31, 2000 from $335,000 for the same period in
1999, a decrease of $45,000, or 13.4%. The decrease is due to use of an
accelerated method of amortizing deferred compensation and cancellation of
employee stock options due to employee terminations.

     NET INCOME AND LOSS. During the three months ended March 31, 2000 we sold
the assets of our YachtWorld division and realized a gain of $6.4 million.
Excluding the gain on sale of YachtWorld, our net loss for the three months
ended March 31, 2000 was $3.4 million compared to a net loss of $2.3 million for
the same period in 1999. Increased operating expenses described above, including
the increase in non-cash charges of $1.4 million for goodwill amortization,
offset the increase in revenues.

     EARNINGS PER SHARE. Basic earnings per share increased to $0.18 for the
three months ended March 31, 2000 from a loss per share of $1.97 for the same
period in 1999. Excluding the gain on sale of YachtWorld the basic and diluted
loss per share was $0.20 for the three months ended March 31, 2000. This
compares to pro forma loss per share of $0.22 for the same period in 1999. Pro
forma loss per share is computed using the weighted-average number of common
shares outstanding, including the pro forma effects of conversion of the
Company's preferred stock on the date those shares were originally issued. The
increase in earnings per share of $.02 is due to an increase in the number of
weighted-average shares outstanding during the three months ended March 31,
2000 compared to the same period in 1999, offset by the increase in net loss.

LIQUIDITY AND CAPITAL RESOURCES

     At March 31, 2000 our cash balance was $16.8 million, which is an increase
of $2.6 million from our cash balance at December 31, 1999.

     Net cash used in operating activities was $1,088,000 for the three months
ended March 31, 2000. Cash used in operating activities consisted primarily of
net operating income adjusted for gain on sale of assets, non-cash charges,
increase in accounts receivable and decrease in current liabilities, offset by a
decrease in other assets and increase in deferred revenues.

     Net cash provided by investing activities was $3.5 million for the three
months ended March 31, 2000. Cash provided by investing activities consisted of
cash proceeds received from the sale of YachtWorld, offset by the investment in
IntegraLink and purchase of capital assets.

     Net cash provided by financing activities was $190,000 for the three months
ended March 31, 2000. Cash provided by financing activities consisted of
proceeds from stock option exercises and employee stock purchase plan, offset by
payments of capital leases and a software financing contract.

     We have made substantial investments in infrastructure and in staffing and
management to accommodate current and anticipated future growth. Over the last
twelve months we have hired more than 130 employees, excluding the addition of
PartsVoice and IntegraLink employees, and invested more than $4.3 million in
capital assets. We expect to continue to increase staffing and invest in
infrastructure to implement the DaimlerChrysler agreement and improve service
to current clients.

     On April 12, 2000, we entered into a loan agreement with Charter Financial,
Inc. Under terms of the agreement, we can borrow up to $2.5 million, secured by
specified capital assets. To date, we have borrowed $1.2 million under terms
of this facility. Amounts borrowed are due in equal installments over 36
months at an effective interest of approximately 13%. The agreement contains
restrictive covenants, including provisions that require maintenance of
insurance, impose limitations on changes in the Company's ownership, provide
for prepayment penalties, and require maintenance of unrestricted cash
balances of $7.0 million.

                                       13
<PAGE>

     While we do not currently generate sufficient cash to fully fund
operations, we believe that the current cash balance and expected payments of
notes receivable by Boats.com will be sufficient to meet our cash requirements
for the next twelve months. It is possible that we will need to renegotiate the
cash balance restriction associated with the Charter Financial loan or use cash
to retire the loan. Depending on the investment required to sustain our rate of
growth and the collectibility of the Boats.com note, we may require additional
equity or debt financing to meet future working capital needs. We cannot provide
assurance that such additional financing will be available or, if available,
that such financing can be obtained on satisfactory terms.

RISK FACTORS

     In addition to other information in this report, investors evaluating us
and our business should carefully consider the following risk factors and the
additional risk factors set forth in our Form 10-K under the heading
"Business--Risk Factors."

     OUR LIMITED OPERATING HISTORY AND UNPROVEN, EVOLVING BUSINESS MODEL MAKE IT
DIFFICULT TO EVALUATE OUR PROSPECTS.

     We began offering our services in November 1995. Accordingly, we have only
a limited operating history and our business is in an early stage of
development. We must achieve broad market acceptance of our service offerings
and strategic initiatives for our business to succeed. Several of our newest
service offerings, including our MotorPlace.com business-to-business portal, are
not yet in full commercial release or have yet to be proven in the marketplace.
You should evaluate the risks and challenges that an early stage company like
ours will face in the rapidly changing and competitive environment of the
Internet. We cannot assure you that our new and planned future offerings will be
successful or that our broader business model, as it evolves, will succeed.

     WE HAVE RELIED ON ISSUANCES OF EQUITY SECURITIES AND BORROWINGS TO FINANCE
OUR OPERATIONS AND MAY NEED TO RAISE ADDITIONAL CAPITAL TO FUND OUR FUTURE
OPERATIONS. ANY FAILURE TO OBTAIN ADDITIONAL CAPITAL WHEN NEEDED OR ON
SATISFACTORY TERMS COULD DAMAGE OUR BUSINESS AND PROSPECTS.

     We do not generate sufficient cash to fully fund operations. Although we
believe that our cash reserves and cash flows from operations will be adequate
to fund our operations at least through 2000, such sources may be inadequate. To
date we have financed our operations principally through the issuance of equity
securities, through the sale of corporate assets, and through borrowings, and
expect that we may need to raise additional capital in the future to fund our
ongoing operations. Any equity or debt financing, if available at all, may be on
terms that are not favorable to us. If we raise additional funds by selling
stock, the percentage ownership of our then current stockholders will be
reduced. Any difficulty in obtaining additional financial resources could force
us to curtail our operations or prevent us from pursuing our growth strategy.
Our future capital requirements depend on many factors, including, the rate at
which we expand our operations to accommodate the launch of Web sites for
DaimlerChrysler dealers, the extent to which we expand our MotorPlace.com
business-to-business offerings, the extent to which we develop and upgrade our
technology and data network infrastructure, the occurrence, timing, size and
success of acquisitions, and the response of competitors to our service
offerings.

     EXCESSIVE TURNOVER OF OUR DEALERSHIP CLIENTS COULD INCREASE OUR COSTS,
DAMAGE OUR REPUTATION AND SLOW OUR GROWTH.

     Our service agreements with dealerships generally are short-term and
cancelable on 30 days' notice. To be successful, we will need to maintain low
dealership client turnover. During the quarter ended March 31, 2000, 124 Web
site clients, or approximately 2.2% of our total Web site clients as of March
31, 2000, terminated use of our services. Our rate of dealership client turnover
may fluctuate from period to period, and may exceed recent levels. Dealership
client turnover may result from a variety of factors, including service
interruptions, perceived conflicts of interest among our relationships with
automobile manufacturers, and competitive service offerings. A material decrease
in the number of dealerships purchasing our services could have a material
adverse effect on our business, results of operations and financial condition.


                                       14
<PAGE>

     ANY FAILURE TO MANAGE OUR GROWTH EFFECTIVELY WILL ADVERSELY AFFECT OUR
BUSINESS AND RESULTS OF OPERATIONS.

     We are experiencing rapid growth that places significant strain upon our
management and operational systems and resources. Failure to manage our growth
effectively would have a material adverse effect upon our business, results of
operations and financial condition. Our ability to compete effectively as a
provider of Internet marketing services to the automobile industry and to manage
future growth will require us to continue to improve our operational systems,
software development organization and our financial and management controls,
reporting systems and procedures. We may fail to make these improvements
effectively. Additionally, our efforts to make these improvements may divert the
focus of our personnel.

     Our relationships with clients and strategic partners are frequently
informal and are subject to frequent change. These changes are also often
informal and we are in the process of implementing procedures and controls in
this area. This practice of entering into verbal agreements and of modifying or
terminating past agreements by verbal agreement has resulted, and may result in
the future, in disputes regarding the existence, interpretation and
circumstances regarding modification or termination of commercial contracts. If
our relationships with clients or strategic partners evolve in an adverse
manner, if we get into contractual disputes with clients or strategic partners
or if any agreements with such persons are terminated, our business could
suffer.

     We recently have hired a significant number of new employees, including key
executives, and we will continue to add personnel to maintain our ability to
grow in the future. Since March 2000, we have added a number of key managerial,
technical and operations personnel, including our Executive Vice President and
Chief Financial Officer, as well as our Executive Vice President of Sales and
Account Services, Vice President of Human Resources, Vice President and General
Manager of Parts Voice, Vice President and General Manager of IntegraLink and
Vice President and General Manager, Detroit. We must integrate our key
executives into a cohesive management team and at the same time increase the
total number of employees and train and manage our employee work force in a
timely and effective manner to expand our business. We cannot guarantee that we
will be able to do so successfully.

     To manage the expected growth of our operations and personnel, we must
continue improving or replacing existing operational, accounting and information
systems, procedures and controls. We will also need to expand, train and manage
our growing employee base, particularly our finance, administrative and
operations staff. Further, we must manage effectively our relationships with our
dealer, dealer group and manufacturer clients other third parties necessary to
our business. If we are unable to manage growth effectively, our business could
suffer.

     OUR QUARTERLY RESULTS LIKELY WILL FLUCTUATE, WHICH MAY SUBJECT THE MARKET
PRICE OF OUR COMMON STOCK TO RAPID AND UNPREDICTABLE CHANGE.

     As our business grows and the market for Internet marketing services
matures, we expect that our quarterly operating results will fluctuate. Factors
that we expect to lead to such period-to-period changes include:

     -    the level of demand in the automotive industry for Internet marketing
          and data aggregation services;

     -    the amount and timing of increased expenditures for expansion of our
          operations, including the hiring of new employees, capital
          expenditures and related costs;

     -    the rate and volume of additions to our client base;

     -    our ability to continue to enhance, maintain and support our
          technology;

     -    the amount and timing of expenditures by clients for our services;

     -    the introduction of new products or services by us or our competitors;


                                       15
<PAGE>

     -    our ability to attract and retain personnel with the necessary
          technical, sales, marketing and creative skills required to develop
          our services and to service our clients effectively;

     -    technical difficulties with respect to the Internet or infrastructure;
          and

     -    economic conditions generally and those specific to the automotive
          industry.

     We expect our business to experience seasonality, reflecting seasonal
fluctuations in the automotive industry, Internet and commercial online service
usage and advertising expenditures. In addition, because we only began
operations in March 1995, and because the market for Internet services such as
ours is new and evolving, it is very difficult to predict future financial
results. Due partly to our obligations under our agreement with DaimlerChrysler,
and to our development of MotorPlace.com, we plan to significantly increase our
sales and marketing, technology and development and general and administrative
expenses during the remainder of the year 2000. Our expenses are relatively
fixed in the short term and are based in part on our expectations of future
revenues, which may vary significantly. If we do not achieve expected revenue
targets, we may be unable to adjust our spending quickly enough to offset any
revenue shortfall. If this were to occur, our results of operations could be
significantly affected.

ITEM 3. -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Substantially all of our cash equivalents and marketable securities are at
fixed interest rates, and, as such, the fair value of these instruments is
affected by changes in market interest rates. However, all of our cash
equivalents and marketable securities mature within one year. As a result, we
believe that the market risk arising from our holding of these financial
instruments is minimal. In addition, all of our current clients pay in U.S.
dollars and, consequently, our foreign currency exchange rate risk is
immaterial. We do not have any derivative instruments and do not engage in
hedging transactions.

PART II -- OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

CHANGES IN SECURITIES

On January 14, 2000, Cobalt issued 85,000 shares of common stock to three
individuals in connection with Cobalt's acquisition of IntegraLink, Inc. The
issuances of common stock were made in reliance on the exemption from
registration provided by Rule 506 of Regulation D under The Securities Act of
1933.

USE OF PROCEEDS

On August 4, 1999, Cobalt's Registration Statement on Form S-1, Registration No.
333-79483 (the "Registration Statement"), was declared effective by the SEC. The
Registration Statement registered 5,559,615 shares of common stock to be offered
and sold in Cobalt's initial public offering and in a direct sale to General
Electric Capital Assurance Company.

As of March 31, 2000, Cobalt had realized and used the proceeds from its initial
public offering as follows:

<TABLE>
<CAPTION>

                                                                         (in thousands)
                   <S>                                                   <C>
                  Proceeds from sale of 4,500,000 shares, less
                      underwriters' discounts of $3,465,000                 $  46,035
                  Proceeds from the direct sale to General
                      Electric Capital Assurance Company                        5,000
                  Expenses related to the initial public offering                (564)
                                                                            ----------
                  Total proceeds                                            $  50,471
                                                                            =========
                  Use of proceeds:
                  Repayment of PartsVoice acquisition notes                 $  23,000
                  Repayment of notes payable                                    3,600
                  Payment of preferred stock dividends to related


                                       16
<PAGE>

                    parties                                                     2,100
                  Payment of management fee to related party                      150
                  Acquisition of capital assets                                 2,696
                  Investment in IntegraLink                                     1,614
                  Working capital                                               8,016
                                                                            ---------
                  Use of proceeds                                           $  41,176
                                                                            =========

</TABLE>


     The balance of proceeds have been invested in short-term (less than one
year) investments.

ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

(a) The exhibits listed below are filed as part of this report:

<TABLE>

<S>        <C>
3.1*       Amended and Restated Articles of Incorporation of The Cobalt Group, Inc.

3.2**      Bylaws of The Cobalt Group, Inc.

10.1***    Agreement and Plan of Merger dated January 14, 2000 between IL Acquisition Inc., The Cobalt Group, Inc., IntegraLink,
           Inc., Kevin Distelhorst, Philip Turner and Steven French.

10.2****   Asset Purchase Agreement dated January 25, 2000 between The Cobalt Group, Inc., and Boats.com, Inc.

10.3       Master Loan and Security Agreement No. 4414 dated April 12, 2000 between The Cobalt Group, Inc. and
           Charter Financial, Inc.

10.4       Rider to Master Loan and Security Agreement No. 4414 dated April 12, 2000 between The Cobalt Group, Inc.
           and Charter Financial, Inc.

27.1       Financial Data Schedule.

</TABLE>

* Incorporated by reference to the Annual Report on Form 10-K filed by the
Registrant on March 30, 2000.

** Incorporated by reference to the Registration Statement of Form S-1 (No.
333-79483) filed by the Registrant on May 27, 1999, as amended.

*** Incorporated by reference to the Current Report on Form 8-K filed by the
Registrant on February 1, 2000.

**** Incorporated by reference to the Current Report on Form 8-K filed by the
Registrant on February 14, 2000.

(b) Reports on Form 8-K

Current Report on Form 8-K dated January 14, 2000 and filed by the Registrant on
February 1, 2000.


                                       17
<PAGE>

Current Report on Form 8-K dated January 26, 2000 and filed by the Registrant on
February 14, 2000.


                                       18
<PAGE>

                                   SIGNATURES

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

                             THE COBALT GROUP, INC.

                             By:        /s/ DAVID S. SNYDER
                                ------------------------------------------
                                David S. Snyder,
                                Executive Vice President and
                                Chief Financial Officer

                             Date:   May 15, 2000
                                  ----------------------------------------

                                       19