<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 September 30, 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 number:
                       ---------------------------------------------------------

                                 HOOVER'S, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                    Delaware                            74-2559474
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1033 La Posada Drive, Suite #250, Austin, Texas                        78752
--------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

                                 (512) 374-4500
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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. /X/ Yes / / No

  As of September 30, 2000, 15,486,431 shares of the registrant's common stock
            were outstanding, net of 150,000 shares of Treasury Stock.
--------------------------------------------------------------------------------

<PAGE>

<TABLE>
<CAPTION>
                                                                                                     PAGE
                                                                                                    NUMBER
                                                                                                    ------
<S>                                                                                                 <C>
PART I.           FINANCIAL INFORMATION

ITEM 1            Financial Statements (Unaudited)

                  Balance Sheets at September 30, 2000, and March 31, 2000...............................3

                  Statements of Operations for the Three and Six Months Ended
                      September 30, 2000 and 1999 .......................................................4

                  Statements of Cash Flows for the Six Months Ended
                      September 30, 2000 and 1999 .......................................................5

                  Notes to Financial Statements .........................................................6

ITEM 2            Management's Discussion and Analysis of
                      Financial Condition and Results of Operations .....................................8

ITEM 3            Quantitative and Qualitative Disclosures About Market Risk............................22

PART II. OTHER INFORMATION

ITEM 1            Legal Proceedings ....................................................................22

ITEM 2            Changes in Securities and Use of Proceeds ............................................22

ITEM 3            Defaults Upon Senior Securities ......................................................23

ITEM 4            Submission of Matters to a Vote of Securities Holders ................................23

ITEM 5            Other Information ....................................................................23

ITEM 6            Exhibits and Reports on Form 8-K......................................................23
</TABLE>





                                       2
<PAGE>

PART I:  FINANCIAL INFORMATION
  ITEM 1.  FINANCIAL STATEMENTS

                                 HOOVER'S, INC.
                                 BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                              SEPTEMBER 30, 2000  MARCH 31, 2000
                                                                                              ------------------  --------------
                                                                                                  (UNAUDITED)
<S>                                                                                           <C>                 <C>
ASSETS
Current assets:
  Cash and cash equivalents..................................................................             $35,800         $42,881
  Short-term investments.....................................................................               6,018          14,043
  Accounts receivable, less allowance for doubtful accounts of  $499 and $292 at
        September 30 and March 31, 2000, respectively........................................               6,243           3,581
  Book inventory, less allowances for excess and obsolete inventory of $70 and $67 at
         September 30 and March 31, 2000, respectively.......................................                 100              58
  Prepaid expenses and other current assets..................................................                 865             243
                                                                                              ------------------------------------

Total current assets........................................................................               49,026          60,806
Property, plant and equipment:
  Furniture and fixtures....................................................................                1,070             785
  Computer and office equipment.............................................................                6,158           3,371
  Software development......................................................................                1,128              --
  Equipment under capital lease.............................................................                  147             147
                                                                                              ------------------------------------

                                                                                                            8,503           4,303
  Less accumulated depreciation.............................................................               (3,457)         (1,919)
                                                                                              ------------------------------------

Total property, plant and equipment.........................................................                5,046           2,384

Intangible assets...........................................................................               25,551              --
Investments.................................................................................                4,876             227
Other assets................................................................................                  245           1,098
                                                                                              ------------------------------------
Total assets................................................................................              $84,744         $64,515
                                                                                              ====================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and commissions..........................................................              $ 4,144         $   592
  Accrued expenses..........................................................................                5,519           2,656
  Notes payable.............................................................................                2,733              --
  Current portion of long-term debt and capital leases......................................                   25              25
  Other liabilities.........................................................................                   48              --
  Deferred revenue..........................................................................                4,533           3,258
                                                                                              ------------------------------------

Total current liabilities...................................................................               17,002           6,531

Obligations under capital leases, less current portion......................................                   31              38
                                                                                              ------------------------------------

Stockholders' equity:
  Common stock, $.01 par value, 150,000,000 shares authorized 15,636,431 and 12,706,792
  shares issued at September 30 and March 31, 2000, respectively............................                  156             127
  Additional paid-in capital................................................................               96,149          77,490
  Unearned stock compensation...............................................................                 (956)         (1,530)
  Cumulative translation adjustment.........................................................                  (13)             --
  Accumulated deficit.......................................................................              (27,475)        (17,991)
  Treasury stock at cost-- 150,000 shares...................................................                 (150)           (150)
                                                                                              ------------------------------------
Total stockholders' equity..................................................................               67,711          57,946
                                                                                              ------------------------------------
Total liabilities and stockholders' equity..................................................              $84,744         $64,515
                                                                                              ====================================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       3
<PAGE>

                                 HOOVER'S, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED              SIX MONTHS ENDED
                                                    ---------------------------------------------------------------

                                                    SEPTEMBER 30,   SEPTEMBER 30,  SEPTEMBER 30,   SEPTEMBER 30,
                                                         2000            1999           2000            1999
                                                         ----            ----           ----            ----
<S>                                                 <C>             <C>            <C>             <C>
Revenues:
  Advertising and e-commerce ......................      $3,051         $1,059         $6,097          $1,605
  Subscriptions....................................       3,428          1,999          6,492           3,824
  Licensing and syndication........................         888            612          1,412           1,018
  CD-ROM and print, net............................         151            152            379             526
                                                    ---------------------------------------------------------------
Net revenues.......................................       7,518          3,822         14,380           6,973
  Cost of revenues.................................      (3,648)        (1,666)        (6,263)         (3,698)
                                                    ---------------------------------------------------------------
Gross profit.......................................       3,870          2,156          8,117           3,275
Expenses:
  Product development..............................         717            812          1,341           1,057
  Sales and marketing..............................       5,347          3,234          9,256           4,396
  General and administrative.......................       3,710          1,528          6,565           2,664
  Amortization of intangibles......................         856             --            856              --
  Non-cash compensation............................         225            479            317             959
                                                    ---------------------------------------------------------------
Total expenses.....................................      10,855          6,053         18,335           9,076
                                                    ---------------------------------------------------------------

Operating loss.....................................      (6,985)        (3,897)       (10,218)         (5,801)
Interest income ...................................         732            593          1,524             696
Interest expense...................................         (40)            (2)           (41)            (13)
Loss on strategic investment.......................        (695)            --           (695)             --
                                                    ---------------------------------------------------------------
Net loss...........................................     $(6,988)       $(3,306)       $(9,430)        $(5,118)
                                                    ===============================================================

Basic and diluted net loss per share...............      $(0.47)        $(0.29)       $ (0.68)        $ (0.55)
                                                    ===============================================================

Shares used in computation of basic and diluted
   loss per share                                    14,768,860     11,327,585     13,786,089       9,316,895
</TABLE>

SEE ACCOMPANYING NOTES.

                                       4

<PAGE>

                                 HOOVER'S, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                   SIX MONTHS ENDED SEPTEMBER 30,
                                                                                     2000                 1999
                                                                                   ------------------------------
<S>                                                                                <C>                  <C>
Operating activities
Net loss.................................................................            $(9,430)             $(5,118)
Adjustments to reconcile net loss to net cash used in operating
  activities:
  Depreciation...........................................................              1,016                  488
  Amortization...........................................................              1,155                  200
  Loss on strategic investment (non-cash)................................                695                   --
  Amortization of unearned stock compensation............................                317                  959
  Changes in operating assets and liabilities:
     Accounts receivable.................................................             (1,972)                (384)
     Inventories.........................................................                (42)                  37
     Prepaid expenses and other current assets...........................               (448)              (1,968)
     Other assets........................................................             (5,828)                  --
     Accounts payable and commissions....................................             (1,513)               3,537
     Accrued expenses....................................................              1,526                  764
     Other liabilities...................................................                 48                   --
     Deferred revenue....................................................                528                  551
                                                                          ----------------------------------------

Net cash used in operating activities....................................            (13,948)                (934)

Investing activities
Purchases of property, plant and equipment...............................             (2,781)              (1,056)
Purchase of business, net of cash acquired...............................             (2,190)                  --
Maturity of short-term securities........................................              8,025                   --
                                                                          ----------------------------------------

Net cash provided by (used in) investing activities......................              3,054               (1,056)

Financing activities

Payments on bank term loans..............................................             (1,573)                (447)
Payments on capital leases...............................................                 (8)                 (14)
Net proceeds from capital stock transactions.............................              5,394               57,077
                                                                          ----------------------------------------

Net cash provided by financing activities................................              3,813               56,616

Increase (decrease) in cash and cash equivalents.........................             (7,081)              54,626
Cash and cash equivalents at beginning of period...............................       42,881                7,814

Cash and cash equivalents at end of period...............................            $35,800              $62,440
</TABLE>

SEE ACCOMPANYING NOTES.

                                       5
<PAGE>

                                 HOOVER'S, INC.
                          NOTES TO FINANCIAL STATEMENTS

                                   (UNAUDITED)

1.       BASIS OF PRESENTATION

         The interim financial statements for the three and six months ended
September 30, 2000 and 1999, have been prepared by us pursuant to the rules
and regulations of the Securities and Exchange Commission (the SEC).
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. These statements are unaudited and, in the opinion of management,
include all adjustments (consisting of normal recurring adjustments and
accruals) necessary to present fairly the results for the periods presented.
The results of operations for such periods are not necessarily indicative of
the results expected for a full year or for any future period.

         The balance sheet at September 30, 2000, has been derived from the
unaudited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles.

         For further information, refer to the financial statements and
related notes included in our Registration Statement on Form S-1 and our
Annual Report filed on Form 10-K.

2.       RECLASSIFICATIONS

         Reclassifications have been made to the 1999 financial statements to
conform to the 2000 presentation.

3.       CAPITAL STOCK AND STOCK PLANS

         During the quarter ended September 30, 2000 the company recorded
$93,000 of unearned stock compensation related to the acquisition of
Powerize.com, Inc. ("Powerize").

         In May 2000, the company reversed $142,000 in compensation expense
related to unvested options that were forfeited. The remaining $351,000 in
unearned stock compensation relating to this forfeiture was reversed.

4.       RELATED PARTY TRANSACTIONS

         We purchased certain information included in our databases from a
subsidiary of a stockholder. Hoover's paid approximately $128,000 and $75,000
during the three months ended September 30, 2000 and 1999, respectively. We
had outstanding amounts payable of approximately $75,000 and $92,000 at March
31, 2000, and September 30, 2000, respectively, to this vendor.

         We have a commitment from a stockholder to purchase from us at least
$2.0 million of advertising, subscriptions, sponsorships, content licensing
or other services through September 30, 2001. For the quarters ended
September 30, 2000 and 1999, we recognized $245,000 and $13,750,
respectively, of revenues pursuant to this agreement. We have recorded
approximately $1.1 million in revenue under the terms of this agreement since
inception.

         As part of our strategic agreement with NBC to license a portion of
our content for distribution and marketing by NBC, CNBC and CNBC.com, we are
amortizing $1.2 million in deferred costs. Included in sales and marketing
expenses for the three months ended September 30, 2000 and 1999, is
amortization of $150,000, for each of these quarters.

                                       6
<PAGE>

         We have a strategic relationship agreement with a company in which
we hold an equity interest. This agreement includes mutual cobrands, with
Hoover's serving as the exclusive sales agent for advertising, sponsorship
and e-commerce opportunities on all Web pages. During the quarters ended
September 30, 2000 and 1999, we paid $30,000 and $0 under this agreement.

5.       BUSINESS COMBINATION

         Effective August 1, 2000, the Company acquired all of the
outstanding stock of Powerize, a developer of content integration and
syndication technology, in exchange for 1,484,006 shares of Hoover's common
stock and $2.43 million in cash, and assumed all of the outstanding stock
options and warrants of Powerize. This entity is now doing business as
Hoover's Media Technologies, Inc. The total cost of the acquisition,
including transaction costs of $703,000, was approximately $25.3 million. The
acquired net assets were recorded at their estimated fair values at the
effective date of acquisition based upon an independent third party
appraisal. The following table presents the allocation of the purchase price
(in thousands):

<TABLE>
<S>                                                               <C>
  Assembled Workforce.................................               $1,430
  Content Provider Relationships......................                1,900
  Registered Users Base...............................                1,150
  Internal Use Software...............................                5,000
  Excess cost over fair value of net assets
    acquired (goodwill)...............................               15,788
                                                                  ---------
  Purchase price......................................              $25,268
                                                                  ---------
</TABLE>

         The amounts allocated to assembled workforce, content provider
relationships, registered users base and internal use software are being
amortized over the assets' estimated useful life, that is equivalent to a
three-year period. The excess of cost over fair value of net assets acquired
(goodwill) is being amortized over an eight-year period.

         Because the acquisition was accounted for as a purchase, the results
of operations have been included with those of the Company for periods
subsequent to the acquisition date. The following presents the unaudited pro
forma combined results of operations of Hoover's and Powerize for the
six-month periods ended September 30, 2000 and 1999, after giving effect to
certain pro forma adjustments. These pro forma amounts are not necessarily
indicative of what the actual consolidated results of operations might have
been if the acquisition had been effective on April 1, 1999 or of future
results of operations of the consolidated entities (in thousands, except for
per share data):

<TABLE>
<CAPTION>
                                                                                Six Months Ended September 30,
                                                                             -----------------------------------
                                                                                    2000             1999
                                                                             ------------------ ----------------
<S>                                                                          <C>                <C>
                  (In thousands, except per data share)

                  Revenue...................................................      $15,438            $7,814
                  Operating loss............................................      (15,784)          (11,937)
                  Net loss..................................................      (16,113)          (13,742)
                  Basic loss per share......................................        (1.09)            (1.27)
</TABLE>

                                       7

<PAGE>

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

         THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE
FINANCIAL STATEMENTS AND RELATED NOTES THERETO INCLUDED ELSEWHERE IN THIS
QUARTERLY REPORT ON FORM 10-Q. EXCEPT FOR THE HISTORICAL FINANCIAL
INFORMATION CONTAINED HEREIN, THE MATTERS DISCUSSED IN THIS QUARTERLY REPORT
ON FORM 10-Q MAY BE CONSIDERED "FORWARD-LOOKING" STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH STATEMENTS
INCLUDE DECLARATIONS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF
HOOVER'S AND ITS MANAGEMENT AND MAY BE SIGNIFIED BY THE WORDS "EXPECTS,"
"ANTICIPATES," "INTENDS," "BELIEVES," OR SIMILAR LANGUAGE. PROSPECTIVE
INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT
GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE A NUMBER OF RISKS AND
UNCERTAINTIES. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE INDICATED BY
SUCH FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO
SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW, AS WELL AS THOSE DISCUSSED IN
THE HOOVER'S PROSPECTUS DATED JULY 20, 1999, AND FORM 10-K FOR THE YEAR ENDED
MARCH 31, 2000.

OVERVIEW

         Hoover's, Inc. (Nasdaq: HOOV) operates Hoover's Online, an Internet
site where businesspeople come to conduct research, make decisions and act on
their decisions, as well as Hoover's Media Technologies (HMT), a content
aggregator and applications services developer. We provide searching, sorting
and personalization tools that businesspeople apply to our proprietary and
aggregated third-party information to help get their jobs done. Our Web site
is located at www.hoovers.com.

         Hoover's Online is a portal that provides approximately 3 million
businesspeople with timely and reliable information and research tools, which
allow them to get answers to their questions and make informed decisions on a
daily basis. We also provide an e-commerce marketplace in which
businesspeople can act on those decisions to purchase business information,
products and services.

         Our core asset is a proprietary database of authoritative and useful
business information regarding what we believe to be the world's largest,
most influential and fastest-growing companies and industries. Our database,
combined with third-party business information, news, a directory of business
Web sites, and biographical and product information, as well as business
travel, personal finance and career tools, makes Hoover's Online a one-stop
source for businesspeople seeking to have their questions answered.

         Hoover's Online provides high-quality, proprietary business
information via the Internet and various hand-held Web-enabled devices, such
as personal digital assistants, to the businessperson who seeks answers to
specific business-related questions. Visitors to our Web site use our
information for their professional endeavors, including financial and
competitive research, as well as for their personal activities, including
career development and personal investment. We believe we provide our
advertisers with a large, demographically desirable business audience, who,
as a group, are affluent, highly educated and willing to conduct business
over the Internet.

         Our proprietary editorial content is a recognized source of
authoritative, engagingly written and useful information on over 300
industries and approximately 17,000 public and private enterprises worldwide.
We have a staff of more than 120 writers, editors, researchers and online
producers that maintains our company and industry database. We have one of
the largest online databases of company-specific information measured in
terms of both breadth and depth of coverage, and we continually expand and
update our database. Our database is complemented by third-party company
databases, including CorpTech, Harris InfoSource and infoUSA.com, which allow
our users to access information on a greater number of companies. We also
provide information on initial public offerings through IPO Central, which is
a widely trafficked source for the latest information on initial public stock
offerings. We offer feature stories, news, career information, personal
finance information, SEC documents and management biographical information as
well as brokerage research and credit reports. Additionally, we offer our
branded searching, sorting and personalization tools to make our information
more useful to businesspeople.

         We have recently completed our acquisition of Powerize.com, Inc.
("Powerize"), a developer of content integration and syndication technology.
Powerize will operate as Hoover's new tools syndication and content
integration subsidiary and will provide Hoover's Online with additional
technology, tools and content. The unit of Powerize that is responsible for
syndicating technology and content to third-party sites is now known as
Hoover's Media Technologies ("HMT"). HMT announced its first new product, the
Hoover's Intelligence Monitor in October

                                       8
<PAGE>

2000. Hoover's Intelligence Monitor allows clients to monitor thousands of
newswires, premium publications, Web sites, databases and document
collections for mentions of companies, people, products and issues of
interest.

         Hoover's Online Europe Limited, our wholly-owned subsidiary,
recently relaunched our Hoover's U.K. Web site. Hoover's U.K. combines
Hoover's proprietary database of information and editorial features with
third-party company and industry content. We have enhanced the site with more
information, specifically expanding our coverage of non-U.S. companies to
more than 10,000, primarily through the license of third-party information.
The ongoing site enhancements are part of Hoover's strategy to improve its
international business services and capture a share of the rapidly expanding
European business and e-commerce market. Over the next year we plan to launch
other sites in Europe as part of this overall strategy. We expect that the
revenues from Hoover's Online Europe Limited will consist of a combination of
advertising and subscriptions.

We generate revenues from the following sources:

         -   Advertising and e-commerce;
         -   Subscriptions, consisting of individual and enterprise-wide
             accounts;
         -   Licensing and syndication of our editorial content and tools; and
         -   Sales of our proprietary company information in both CD-ROM and
             print.

ADVERTISING AND E-COMMERCE

         We derive revenues from the sale of banner and button
advertisements, sponsorships, and e-commerce opportunities on our Web site.
Advertisement and sponsorship prices are based on a price per thousand
impressions or a fixed monthly fee. Revenues are recognized either as the
impressions are delivered or ratably over the contract period, provided that
no significant obligations remain. We also derive e-commerce revenues from
advertisers and other partners that pay either a fee per transaction or a
percentage of sales generated directly from their advertisement on our Web
site or from their special sponsorship of an area within our Web site.

SUBSCRIPTION REVENUE

         We derive revenues from individual and enterprise subscriptions.
Individual subscriptions are currently sold directly on our Web site for
$29.95 per month or $149.95 per year. We periodically offer pricing discounts
and promotions to new subscribers in order to introduce our product and
services. These offers usually run for a short duration. We also offer annual
enterprise subscriptions ranging from $1,500 for 10 seats to $30,000 for
1,000 seats per year. The annual price of 10 and 1,000 seat subscriptions
increased to $1,750 and $37,500, respectively, in October 2000. In addition,
larger enterprise subscriptions are sold using a negotiated price, based on
the estimated number of active seats. We recognize subscription revenues on a
monthly basis, and we record annual individual and enterprise subscriptions
as deferred revenues, which are amortized into revenues over the term of the
subscription.

LICENSING AND SYNDICATION

         We license and syndicate portions of our database and certain tools
to third parties for redistribution. Our customers range from traditional
online service providers such as Dow Jones and LEXIS-NEXIS, to other Web
sites, such as the Microsoft Network. We provide our customers with either a
customized data feed of our proprietary company information, or a co-branded
set of Web pages designed for the customer. License and syndication fees are
based upon variables, such as the amount of information and number of tools,
the number of seats, the number of capsules viewed or the number of
terminals. New products from Hoover's Media Technologies will derive revenues
on a licensing and ASP (Application Services Provider) model. The monthly
fees will cover the licenses of content and syndication of content
aggregation tools. The target market for these products will be primarily
other Web sites and customers' intranets.

CD-ROM AND PRINT SALES

         We sell CD-ROMs and print products containing company information.
We recognize these revenues when the goods are shipped. For our sale of
CD-ROMs and print products, we provide an allowance for returns when the
products are shipped.

                                       9
<PAGE>

COSTS AND EXPENSES

         Our cost of revenues includes editorial and other site maintenance
personnel costs, expenses associated with licensing of third-party content,
direct expenses associated with our Web site, such as hosting, and other
advertising related service fees. Our product development expenses include
technology personnel costs and related consulting fees. Sales and marketing
expenses include sales and marketing personnel costs, including commissions,
as well as all marketing, advertising and promotional expenses. General and
administrative expenses consist of compensation for administrative and
executive staff, which we consider to be finance, project management, office
network and human resource personnel, as well as fees for professional
services, travel, and depreciation and general office expenses. Non-cash
compensation of $225,000 was amortized during the three months ended
September 30, 2000.

RESULTS OF OPERATIONS

         The following table sets forth, for the periods illustrated, certain
statement of operations data expressed as a percentage of net revenues:

<TABLE>
<CAPTION>
                                          ------------------   ------------------
                                          THREE MONTHS ENDED    SIX MONTHS ENDED
                                             SEPTEMBER 30,        SEPTEMBER 30,
                                          ------------------   ------------------
                                           2000        1999     2000        1999
                                          -------     ------   -------     ------
<S>                                       <C>        <C>       <C>           <C>
Revenues:
    Advertising and e-commerce .........      40%       28%       42%       23%
    Subscription revenue ...............      46%       52%       45%       55%
    Licensing and syndication ..........      12%       16%       10%       15%
    CD-ROM and print, net ..............       2%        4%        3%        7%
                                          -------     -----    ------     -----
Net revenues ...........................     100%      100%      100%      100%
    Cost of revenues ...................      49%       44%       44%       53%
Gross profit ...........................      51%       56%       56%       47%

Expenses:
    Product development ................      10%       21%        9%       15%
    Sales and marketing ................      71%       84%       64%       63%
    General and administrative .........      49%       40%       46%       38%
    Amortization of intangibles ........      11%        0%        6%        0%
    Non-cash compensation ..............       3%       13%        2%       14%
                                          -------     -----    ------     -----
Total expenses .........................     144%      158%      127%      130%
Operating loss .........................     (93%)    (102%)     (71%)     (83%)
Interest income ........................      10%       16%       11%       10%
Interest expense .......................      (1%)      --        --        --
Unrealized loss on investments .........      (9%)      --        (5%)      --
                                          =======     =====    ======     =====
Net loss ...............................     (93%)     (86%)     (65%)     (73%)
                                          =======     =====    ======     =====
</TABLE>

         REVENUES. Net revenues for the three months ended September 30,
2000, increased 97% to $7.5 million, from $3.8 million for the three months
ended September 30, 1999. Net revenues for the six months ended September 30,
2000, increased 106% to $14.4 million, from $7.0 million for the comparable
six-month period in the prior year.

         Revenues from advertising and e-commerce increased 188% to $3.1
million for the three months ended September 30, 2000, from $1.1 million for
the three months ended September 30, 1999. For the six-month period ended
September 30, 2000, advertising and e-commerce revenues increased 280% to
$6.0 million, from $1.6 million in the six-month period ended September 30,
1999. During the quarter, barter recognized on Hoover's Online was less than
10% of net revenues, however we recognized an additional 7% as part of our
acquisition of Powerize.com. The increased number of page views, the redesign
of Hoover's Online, and new advertising sales personnel contributed to the
increase since the prior year.

         Our subscription revenues increased 71% to $3.4 million for the
three months ended September 30, 2000, from $2.0 million for the comparable
quarter one year ago. Subscription revenues increased 70% to $6.5 million for

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<PAGE>

the six-month period ended September 30, 2000, from $3.8 million for the
comparable period one year ago. This increase in revenues is due to the
increase in the number of paid seats, both individual subscribers and those
represented by enterprise accounts. Total paid seats grew 88% to 265,000 as
of September 30, 2000, from approximately 141,000 as of September 30, 1999.
The growth in the number of individual subscribers to 48,839 as of September
30, 2000, from 35,509 as of September 30, 1999, was primarily due to
increased traffic to our Web site. For the three months ended September 30,
2000, Hoover's Online attracted 3.2 million unique visitors, who accounted
for approximately 104 million page views, compared to 2 million unique
visitors and 50 million page views during the three months ended September
30, 1999. This increase was the result of increased marketing expenses over
the past year, which created more brand awareness of the site, additional
visitors generated through the use of co-branding, and the integration of the
Powerize.com Web site during September 2000.

         Sales leads provided by the additional traffic to our Web site and
our increased number of salespeople contributed to the increase in new
enterprise subscription accounts. As of September 30, 2000, we had 3,706
enterprise accounts, representing an estimated 216,000 seats, compared to
1,917 enterprise accounts, representing an estimated 114,000 seats, as of
September 30, 1999, increases of 93% and 89% respectively. We expect
continued growth in subscriptions, particularly in the enterprise area.

         Licensing revenues increased 45% to $888,000 for the three months
ended September 30, 2000, from $612,000 for the three months ended September
1999. For the six-month period ended September 30, 2000, licensing revenues
increased 39% to $1.4 million from $1.0 million in the same period one year
ago. Royalty payments are based on use of Hoover's content or other
revenue-sharing arrangements. With the acquisition of Powerize, we expect to
see growth in this line item in the coming year, in absolute terms, as well
as a percentage of our total revenues as our new products are released.
During the quarter we saw growth from licensing fees earned from the license
of Powerize technologies.

         Net revenues from CD-ROM and print products decreased 1% to $151,000
for the three months ended September 30, 2000, from $152,000 for the
comparable quarter one-year ago. CD-ROM and print net revenue decreased 28%
to $379,000 from $526,000 in the six-month periods ended September 30, 2000
and September 30, 1999, respectively. Decreases were due to a reduced
emphasis in this area and a migration of customers to our Web-based services.

         COST OF REVENUES. Cost of revenues for the three months ended
September 30, 2000, increased 119% to $3.6 million, from $1.7 million in the
three months ended September 30, 1999. Cost of revenues increased 69% in the
six-month period ended September 30, 2000, to $6.3 million from $3.7 million
in the same period one year ago. The increase in cost of revenues was
primarily due to an increase in compensation for existing and new editorial
personnel, as well as increases in expenses associated with third-party
content. As a percentage of revenues, cost of revenues for the three months
ended September 30, 2000, was higher, at 49% of revenues, compared to 44% in
the comparable quarter one year ago. This increase occurred primarily because
the editorial costs associated with creation and maintenance of the company
database and certain third-party content costs for Hoover's Online and third
party costs associated with Powerize agreements, are relatively fixed without
regard to the level of revenues. Over the next several quarters we expect to
see pressure on our gross margins, but expect to see long-term continued
growth in this area by the fiscal year ended March 31, 2002.

         PRODUCT DEVELOPMENT. Product development expenses for the three
months ended September 30, 2000, decreased 12% to $717,000 from $812,000 in
the three months ended September 30, 1999. For the six-month period ending
September 30, 2000, these expenses increased 27% to $1.3 million, from $1.1
million in the year-ago period. The quarterly decrease was due to certain
costs incurred that were required to be capitalized pursuant to a change in
accounting guidance (Emerging Issues Task Force: EITF 0-002). Approximately
$950,000 was capitalized in the three months and six months ended September
30, 2000 and will be amortized over a 24-month period.

         SALES AND MARKETING. Sales and marketing expenses for the three
months ended September 30, 2000, increased 65% to $5.3 million, from $3.2
million for the three months ended September 30, 1999. These expenses
increased 111% to $9.3 million for the six months ended September 30, 2000,
from $4.4 million in the comparable period one year ago. The increase in
sales and marketing expenses was due to an increase in the number of
enterprise and advertising sales representatives, an increase in commissions
as a result of higher revenues, online and other advertising and public
relations expenses. Whereas we may decrease spending somewhat based on our
outlook for revenues, we still believe in making the appropriate investment
in marketing in order to continue to gain market share.

                                       11
<PAGE>

         GENERAL AND ADMINISTRATIVE. General and administrative expenses for
the three months ended September 30, 2000, increased 143% to $3.7 million,
from $1.5 million for the three months ended September 30, 1999, and 146% to
$6.6 million from $2.7 million for the six months ended September 30, 2000,
over the same period ended September 30, 1999. The increase was primarily due
to an increase in fees for professional services, including consulting,
investor relations, and recruiting fees, and an increase in salaries of
existing executive and administrative staff, as well as the addition of
administrative and finance personnel. General office expenses increased due
to facility expansion in Austin, San Francisco and Europe, and credit card
processing fees increased due to a higher number of individual subscription
payments. Depreciation increased due to an increase in capital expenditures.
In addition, personnel, office, and professional fees increased as a result
of our operations in Reston, Virginia, as well as Linthicum, Maryland, which
were absorbed as a part of our acquisition of Powerize.com.

         AMORTIZATION OF INTANGIBLES. Amortization of intangibles expense for
the three and six months ended September 30, 2000, increased to $856,000,
from $0 for the three and six months ended September 30, 1999. This increase
was a result of the recording of intangible assets in connection with the
acquisition of Powerize.

         NON-CASH COMPENSATION. Non-cash compensation expense for the three
months ended September 30, 2000, decreased 53% to $225,000 from $479,000 for
the three months ended September 30, 1999 and 67% to $317,000 from $959,000
for the six months ended September 30, 2000 over the same period ended
September 30, 1999. The decrease was primarily due to forfeiture of certain
options that gave rise to the original unearned stock compensation charge.

         INTEREST INCOME AND EXPENSE. Interest income for the three months
ended September 30, 2000, increased 23% to $732,000, from $593,000 for the
three months ended September 30, 1999. For the six-month period ended
September 30, 2000, interest income increased 119% to $1.5 million, from
$696,000 in the comparable period one year ago. The increase was due to our
increased cash and short-term investments. We received net cash proceeds of
$48 million from the Company's initial public offering in late July 1999; $9
million in proceeds received upon our sale of common stock to NBC, Knowledge
Net Holdings and Nextera in June 1999; $1.2 million in proceeds from the
exercise of warrants by Warner Multimedia in May 2000; and $3.5 million in
proceeds from the exercise of warrants by Media General, Inc., in July 2000.
Interest expense increased to $40,000 in the three months ended September 30,
2000, from $1,500 in the three months ended September 30, 1999, as a result
of our acquisition of Powerize.com with its related debt. For the six-month
period ended September 30, 2000, interest expense increased to $41,000 from
$13,000 in the year-ago period, representing a 215% increase.

         TAXES. We have incurred significant operating losses for all periods
from inception (February 1990) through September 30, 2000. We have recorded a
valuation allowance for 100% of our net deferred tax assets because our
historical operating results indicate that the net deferred tax assets may
not be realized because of uncertainties regarding our ability to generate
sufficient taxable income during the carryforward period to utilize the net
operating loss carryforwards.

         LOSS ON STRATEGIC INVESTMENT. During the fiscal year ended March 31,
2000, Hoover's made an equity investment in Intellifact.com to assist in
the development of Intellifact.com's vertical Web sites. During the quarter
ended June 30, 2000, an additional convertible loan was made to the entity.
Intellifact.com created global networks of vertical information communities
for business professionals and the investment and loan were considered
strategic assets. However, Intellifact.com was unable to obtain additional
investments in order to continue executing their business plan and subsequent
to the end of the September quarter we realized that this investment was
impaired. We had a combination of an equity investment and convertible loan
totaling just under $1 million. The convertible loan was collateralized by
interests in certain technologies for which we have estimated a total value
of $300,000. Therefore, we have recognized a loss on the entire amount of the
equity and a portion of the convertible loan for a total loss of $695,000. We
will continue to evaluate the remaining assets.

LIQUIDITY AND CAPITAL RESOURCES

         We used $13.9 million net cash in operating activities during the
six months ended September 30, 2000, compared to $934,000 in the comparable
period one year ago. Net cash used in operating activities resulted from net
operating losses partially offset by increases in other assets, of which
approximately $24.0 million was composed of an increase of goodwill and
intangible assets acquired in the Powerize acquisition.

                                       12
<PAGE>

         During the six months ended September 30, 2000, we invested $2.8
million in cash related to purchases of computer equipment and software
licenses, as well as investing $2.4 million in the acquisition of
Powerize.com, compared to $1.0 million in computer equipment for the six
months ended September 30, 1999.

         As of September 30, 2000, we had $42.0 million in cash, cash
equivalents and short-term investments compared to $56.9 million as of March
31, 2000.

          Our principal commitments at September 30, 2000, consisted of
obligations under capital leases and a short-term loan payable as a result of
an obligation assumed pursuant to our acquisition of Powerize.com. Our
accounts payable balance as of September 30, 2000, was $4.2 million which
consisted of short-term accounts, due within 30 days, and commissions due to
employees. As of March 31, 2000, that balance was $592,000.

         During June 2000, the Company entered into a noncancelable lease for
additional long-term office space in Austin, Texas. This lease commences on
May 1, 2001 with minimum aggregate lease payments of $11.2 million, plus
operating expenses, over a 10-year term.

         In connection with the Powerize acquisition in August, we assumed
$7.8 million in gross liabilities and paid $2.4 million in cash to Powerize
shareholders. We may in the future pursue additional acquisitions of
businesses, products and technologies or enter into joint-venture
arrangements that could complement or expand our business. Any material
acquisition or joint venture could result in a decrease to our working
capital, depending on the amount, timing and nature of the consideration to
be paid.

         We believe that our existing cash and cash equivalents will be
sufficient to meet our anticipated cash requirements for working capital and
capital expenditures for at least the next 12 months. Beyond the next 12
months, our significant commitments consist of repayment of lease commitments
for facilities and telephone equipment. We also intend to invest in product
development, sales, and marketing activities, and continue to build an
infrastructure to meet the needs of a public company. Although we currently
expect to meet the cash requirements of such commitments, expenditures and
ongoing operating expenses from working capital, we may need to raise
additional funds, seek an additional credit facility or seek other financing
arrangements in order to meet our long-term liquidity needs.

FACTORS THAT MAY AFFECT FUTURE RESULTS

         In addition to the other information in this Form 10-Q, the
following factors should be considered in evaluating our company and our
business.

WE HAVE A HISTORY OF LOSSES AND EXPECT FUTURE LOSSES.

         We incurred net losses for each of the previous fiscal years and net
losses of $7.0 million for the three months ended September 30, 2000. For the
six months ended September 30, 2000, our net loss was $9.4 million, which
represented an 84% increase over the net loss of $5.1 million in the six
months ended September 30, 1999. At September 30, 2000, we had an accumulated
deficit of $27.4 million. We expect operating losses and negative cash flow
to continue into the next several quarters as we continue to incur
significant operating expenses and to make investments to enhance Hoover's
Online, expand in Europe and continue product development efforts for
Hoover's Media Technologies. We intend to continue our marketing and
promotional spending to increase our audience. We may never generate
sufficient revenues to achieve profitability. Even if we do achieve
profitability, we may not sustain or increase profitability on a quarterly or
annual basis in the future.

OUR BUSINESS IS SUBJECT TO QUARTERLY FLUCTUATIONS IN OPERATING RESULTS THAT
MAY NEGATIVELY IMPACT THE PRICE OF OUR STOCK.

Our quarterly operating results may fluctuate significantly in the future due
to a variety of factors. These include the following factors, which are
generally outside of our control:

          -         seasonal trends relating to subscriber usage of our
                    services;

          -         the demand for Internet advertising and seasonal trends
                    relating to Internet advertising spending;

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<PAGE>

          -         the extent to which we experience increased competition in
                    the markets for Internet services and advertising; and

          -         economic conditions specific to the Internet, as well as
                    general economic and market conditions.

         Other factors that cause our quarterly operating results to fluctuate
significantly, which are at least partially under our control, include:

          -         the rate of subscriber acquisitions;

          -         the timing and effectiveness of our marketing efforts to
                    acquire visitors and subscribers and to promote our brand;

          -         the timing and effectiveness of any co-branding arrangements
                    or other strategic alliances into which we enter;

          -         expenses related to upgrading our computer systems and
                    related infrastructure; and

          -         changes in our operating expenses.

         In addition, our operating expenses are based on our expectations of
our future revenues, some of which are relatively fixed in the short term. We
may be unable to reduce our expenses quickly enough to offset any unexpected
revenue shortfall, which could have a material adverse effect on our
business, operating results and financial condition.

         Due to all of the foregoing factors and the other risks discussed in
this section, quarter-to-quarter comparisons of our operating results as an
indication of future performance may not be appropriate. It is possible that
in some future periods our quarterly operating results may fall below the
expectations of public market analysts and investors. In this event, the
price of our common stock is likely to fall.

OUR FAILURE TO SIGNIFICANTLY INCREASE THE NUMBER OF OUR SUBSCRIBERS OR RETAIN
OUR CURRENT SUBSCRIBERS WOULD ADVERSELY AFFECT OUR BUSINESS.

         Our future success is highly dependent on attracting Internet users
who are willing to subscribe to online business information services. We
believe that marketing relationships, direct marketing, advertising, public
relations campaigns and offering new and enhanced content and services help
attract visitors and subscribers. In addition, the number of Internet users
willing to pay for online business information may not continue to increase.
If the market for subscription-based online business information develops
more slowly than we expect, or if our efforts to attract new subscribers are
not successful or cost-effective, our operating results and financial
condition may be materially and adversely affected.

         We also believe that our long-term success depends largely on our
ability to retain our existing subscribers. We continue to invest significant
resources in our network infrastructure and customer and technical support
capabilities to provide high levels of customer service. We cannot be certain
that these investments will maintain or improve subscriber retention. In
addition, as Internet subscribers are offered competing information products
and services they may discontinue or limit their use of our Web site. Any
loss of significant numbers of subscribers would have a material adverse
effect on our business, operating results and financial condition.

WE ARE DEVELOPING AND ENHANCING OUR SERVICES, FEATURES AND PRODUCTS THAT MAY
NOT BE ATTRACTIVE TO OUR EXISTING AUDIENCE AND CUSTOMERS, AND MAY NOT
INCREASE OUR AUDIENCE OR ATTRACT NEW CUSTOMERS.

         We continue to expand content and tools offered on Hoover's Online,
as well as for licensing and syndication to other websites and corporate
intranets through HMT. Management will continue to spend a significant amount
of time developing these and other potentially new online services and tools.
We intend to use our marketing activities in order to publicize our new and
enhanced offerings and to attract new visitors to Hoover's Online and new
customers for HMT products. We may not attract sponsors that provide
compelling content or products for our online resource centers. Furthermore,
the increase in marketing expenditures and activities may not continue to
attract additional visitors and customers or may fail to attract visitors and
customers who enjoy our

                                       14
<PAGE>

content and service offerings. Our business, operating results and financial
condition will be adversely affected if we experience difficulties in
introducing new and enhanced services and tools or if new or existing
visitors and customers do not accept these services and tools.

FAILURE TO PROVIDE A SUCCESSFUL ONLINE ADVERTISING AND E-COMMERCE ENVIRONMENT
WOULD ADVERSELY AFFECT OUR BUSINESS.

         Advertising and e-commerce has grown as a larger percentage of our
revenue. If advertisers perceive the Internet in general or Hoover's Online
in particular to be a limited or ineffective advertising medium, they may be
reluctant to advertise online or on our Web site. We compete with other Web
sites, television, and radio and print media for a share of advertisers'
total advertising budgets. Unlike traditional advertising media, standards
continue to evolve to measure the effectiveness of advertising on the
Internet. If widely accepted standards do not emerge, existing advertisers
may discontinue or decrease their Internet advertising. If standards emerge
and we are unable to offer advertisers effective advertising options as
measured by the standards, advertisers may not continue advertising on our
Web site. Furthermore, advertisers that have traditionally relied upon other
advertising media may be reluctant to advertise on the Internet. Our
business, operating results and financial condition would be materially and
adversely affected if the market for Internet advertising declines or
develops more slowly than expected. In recent months, the market for Internet
advertising has experienced a significant decrease in its rate of growth. If
this trend continues, our revenues from Internet advertising could be
materially adversely affected.

         Different pricing models are used to sell advertising on the
Internet. Prevalent pricing models consist of cost per click-through, cost
per thousand impressions, cost per placement and e-commerce or transaction
share. If our base audience decreases, we will have to charge lower
advertising rates for those transactions utilizing cost per thousand
impressions. Cost per placement is a relatively new model and advertisers may
not continue to accept it. The e-commerce or transaction share model is based
on revenue sharing. Therefore, if we don't attract a sufficiently large
audience willing to purchase from our advertisers, our revenues generated
from advertisements sold under this model will decrease. In addition, there
has been an increased emphasis on performance-based advertising where pricing
is based on the ability to deliver highly targeted advertising to specific
demographic groups. We cannot assure you that we will able to effectively
deploy the necessary technology or deliver appropriate inventory to produce
competitive targeted advertising. Failure to do so could have a material
adverse effect on our ability to compete in the Internet advertising market.

         It is difficult to predict which advertising pricing models, if any,
will emerge as industry standards. This uncertainty makes it difficult to
project our future advertising rates and revenues. We cannot assure you that
we will be successful under alternative pricing models that may emerge.
Moreover, software programs that limit or prevent advertising from being
delivered to an Internet user's computer are available. Widespread adoption
of this software could materially adversely affect the commercial viability
of Internet advertising, which could materially adversely affect our
advertising revenues.

         Tools and technology used on the site will be an important factor in
the success of e-commerce transactions. Failure to add these tools to the
site could result in a reduced number of goods and services purchased from
the site and could adversely affect our e-commerce revenues. It is important
to our advertisers that we accurately measure the demographics of our user
base and the delivery of advertisements on our Web sites. We depend on third
parties to provide these measurement services. If they were unable to provide
these services in the future, we would be required to perform them ourselves
or obtain them from another provider. This could cause us to incur additional
costs or cause interruptions in our business during the time we are replacing
these services. We are implementing additional systems designed to record
demographic data on our users. If we do not develop these systems
successfully, we may not be able to accurately measure the demographic
characteristics of our users. Companies may not advertise on our Web sites or
may pay less for advertising if they do not perceive our measurements or
measurements made by third parties to be reliable.

         We have experienced seasonal trends in our traffic and advertising
revenues. Traffic on Hoover's Online and the Web sites of others with whom we
license or co-brand our products is lower during the summer and year-end
vacation and holiday periods when business usage of the Internet and Hoover's
Online typically declines. This lower traffic may result in corresponding
decreases in advertising revenue. Subscriber growth may decline during
low-traffic periods. Our operating results may be affected if we experience
seasonality in future periods.

IF WE ARE NOT SUCCESSFUL IN INCREASING BRAND AWARENESS OF, AND TRAFFIC TO,
HOOVER'S ONLINE, OUR BUSINESS WOULD BE MATERIALLY AND ADVERSELY AFFECTED.

                                       15
<PAGE>

         The future success of Hoover's Online will depend, in part, on our
ability to increase our brand awareness. In order to build brand awareness
and increase traffic to Hoover's Online, we must succeed in our marketing
efforts and provide high-quality services. Our ability to increase
advertising and subscription revenues from Hoover's Online will depend in
part on the success of this marketing campaign and our ability to increase
the number of visitors and subscribers to our Web site. If our marketing
efforts are unsuccessful or if we cannot increase our brand awareness and
traffic to our Web site, our business, operating results and financial
condition would be materially and adversely affected.

INCREASED COMPETITION COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS.

         The market for business information in general and for the online
services and tools offered on Hoover's Online and through HMT in particular
is highly competitive. Many Web sites and business information providers
compete for the attention and spending of businesspeople and advertisers. We
expect this competition to continue to increase. We compete for subscribers,
visitors, licensing and syndication customers, advertisers, and content
providers with many types of companies, such as:

          -         subscription-based Web sites focused on business, such as
                    The Wall Street Journal Interactive Edition;

          -         providers of company information, such as Dun & Bradstreet,
                    Multex and Standard & Poor's;

          -         providers of proprietary business information, such as
                    Bloomberg Business News, and Dow Jones Reuters Business
                    Interactive, LLC;

          -         business information aggregators, such as Dialog,
                    LEXIS-NEXIS, Factiva and OneSource;

          -         consumer-oriented, mass market Web sites and proprietary
                    online services, such as Yahoo, Excite, Lycos and America
                    Online; and

          -         other Web sites with a business orientation or a business
                    channel, such as Office.com, Work.Com and Business.Com

         We also compete with a number of organizations with which we have
other business relationships, including LEXIS-NEXIS, Bloomberg, Microsoft and
America Online. We form strategic relationships with these organizations in
order to increase the size of our audience by introducing Hoover's Online to
a greater number of people. Hoover's information is valued by these
organizations and is licensed to them. If these entities view us as a
substantial competitive threat, they may not renew any strategic relationship
agreements currently in place and our audience may decrease.

         Some of our existing competitors, as well as a number of potential
new competitors, have longer operating histories, greater name recognition,
larger customer bases and significantly greater financial, technical and
marketing resources than we do. This may allow them to devote greater
resources than we can to the development and promotion of their services.
These competitors may also undertake more far-reaching marketing campaigns,
adopt more aggressive pricing policies, including offering their business
information for free, and make more attractive offers to existing and
potential new employees, businesses with whom we have strategic relationships
and advertisers. Our competitors may develop content that is equal or
superior to ours or that achieves greater market acceptance than ours. It is
also possible that new competitors may emerge and rapidly acquire significant
market share.

         We believe that the Internet industry has seen, and will continue to
see, significant merger and acquisition activity. Some of our competitors may
make strategic acquisitions or establish cooperative relationships among
themselves or with third parties to increase their ability to rapidly gain
market share. If we do not reach critical mass, or do not achieve significant
market share, our ability to compete in a consolidating market could be
negatively impacted.

         As a result of these factors, we may not be able to compete
successfully for advertisers, visitors, customers or staff, which could
materially adversely affect our business, operating results and financial
condition. Increased competition could result in price reductions, reduced
margins or loss of market share, any of which could materially adversely
affect our business, operating results and financial condition.

                                       16
<PAGE>

OUR FUTURE SUCCESS DEPENDS ON OUR EDITORIAL STAFF.

         We depend upon the efforts of our writers, researchers and other
editorial staff to produce original, timely, comprehensive and trustworthy
content. Competition for these personnel is intense, and we may not be able
to retain existing or attract additional highly qualified staff in the
future. If we lose the services of a significant number of our editorial
staff or are unable to continue to attract additional qualified staff, our
business, operating results and financial condition could be materially
adversely affected.

RAPID GROWTH IN OUR FUTURE OPERATIONS COULD CONTINUE TO STRAIN OUR
MANAGERIAL, OPERATIONAL AND FINANCIAL RESOURCES.

         We have experienced rapid growth in our operations. We expect that
the number of our employees will continue to increase for the foreseeable
future. This rapid growth has placed, and any additional growth will continue
to place, a significant strain on our managerial, operational and financial
resources. As a result, we will need to continue to improve our operational
and financial systems and managerial controls and procedures. Our future
success will also depend on our ability to expand, train and manage our
workforce, in particular our sales and marketing organization. We will also
have to maintain close coordination among our technical, accounting, finance,
marketing, sales and editorial personnel. If we are unable to accomplish any
of these objectives, our business, operating results and financial condition
could be materially adversely affected.

WE ARE DEPENDENT ON OUR KEY CONTENT PROVIDERS AND OUR BUSINESS WOULD BE
MATERIALLY ADVERSELY AFFECTED IF WE WERE TO LOSE AND FAIL TO REPLACE OUR
EXISTING SOURCES OF CONTENT.

         A number of organizations provide us with content that we integrate
into our products. If our relationships with these content providers were
terminated, we would have to eliminate their information from our products
and services. We may also need to locate alternate content providers and
integrate their information into our products and services. Extracting
previously integrated information, locating a new provider and integrating
their information may take time and may interrupt the provision of affected
services. We cannot assure that we would be able to replace the content we
currently receive from our content providers in a timely manner.

WE MAY NOT ACHIEVE THE EXPECTED BENEFITS FROM OUR ACQUISITION OF POWERIZE IF
OUR TECHNOLOGY, OPERATIONS AND PERSONNEL ARE NOT EFFECTIVELY INTEGRATED WITH
THOSE OF POWERIZE.

         In order to achieve the benefits of the acquisition, we must
efficiently combine Powerize's business with ours. The process of
coordinating research and development, sales and marketing and business
development efforts and integrating the companies' product and service
offerings involves significant cost and effort on behalf of the combined
company. The integration of the companies' products and services requires the
partial or wholesale conversion or redesign of some of the technologies,
products and services of either Powerize or Hoover's. Integrating the two
businesses entails significant diversion of management's time and attention
from our day-to-day business. Additionally, the process of integrating
operations could cause an interruption or loss of momentum in our activities.
If we are not successful in our continuing efforts to integrate the
operations and technologies of the two companies quickly and smoothly, the
anticipated benefits of the acquisition may not be realized.

ACQUISITIONS MAY DISRUPT OR OTHERWISE HAVE A NEGATIVE IMPACT ON OUR BUSINESS.

         We may acquire or make further investments in complementary businesses,
products and technologies. Future acquisitions and investments are subject to
the following risks:

          -         acquisitions may cause a disruption in our ongoing business,
                    distract our management and make it difficult to maintain
                    our standards, controls and procedures;

          -         we may not be able to integrate successfully the services,
                    content, products and personnel of any acquisition into our
                    operations;

          -         we may be required to incur debt or issue debt or equity
                    securities, which may be dilutive to existing stockholders,
                    to pay for acquisitions. We also may be required to assume
                    debt or contingent liabilities, amortize goodwill and other
                    intangibles or write off in-process research and development
                    and other acquisition-related expenses; and

                                       17
<PAGE>

          -         we may not derive the intended benefits of any acquisition
                    and we may lose all or some portion of our entire
                    investment.

WE WILL CONTINUE TO EXPAND INTO INTERNATIONAL MARKETS IN WHICH WE HAVE
LIMITED EXPERIENCE.

         A key part of our strategy is to develop online business information
properties in international markets, initially in Europe, as we have done in
the United Kingdom through our Hoover's Online Europe subsidiary. To date, we
have only limited experience in developing localized versions of our products
and marketing and operating our products and services internationally.

         We believe that in light of substantial anticipated competition, we
need to move quickly into international markets in order to effectively
obtain market share. However, in a number of international markets,
especially those in Europe, we may face substantial competition. Foreign
providers of competing online business information services may have a
substantial advantage over us in attracting users in their country due to
more established branding in that country, greater knowledge with respect to
the tastes and preferences of users residing in that country and/or their
focus on a single market. International markets we have selected may not
develop at a rate that supports our level of investment. In particular,
international markets typically are slower than domestic markets in adopting
the Internet as an advertising and commerce medium.

         In addition to uncertainty about our ability to continue to generate
revenues from our foreign operations and expand our international presence,
there are certain risks inherent in doing business on an international level,
including:

          --        trade barriers and unexpected changes in regulatory
                    requirements;

          --        difficulties in developing, staffing and simultaneously
                    managing a large number of unique foreign operations as a
                    result of distance and language and cultural differences;

          --        higher costs of doing business in foreign countries;

          --        longer payment cycles;

          --        currency exchange rate fluctuations;

          --        political instability and export restrictions;

          --        seasonal reductions in business activity;

          --        risks related to government regulation, including those more
                    fully described below; and

          --        potentially adverse tax consequences.

         One or more of these factors could have a material adverse effect on
our future international operations and, consequently, on our business,
operating results, and financial condition.

WE MAY EXPERIENCE CAPACITY CONSTRAINTS OR SYSTEM FAILURES THAT COULD DAMAGE OUR
BUSINESS.

         If our systems cannot be expanded to cope with increased demand or fail
to perform effectively, we could experience:

          -         disruptions in service;

          -         slower response times;

          -         reduced customer satisfaction;

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<PAGE>

          -         delays in the introduction of new products and services, or

          -         vulnerability to raids (including denial of service attacks)
                    by third parties,

any of which could impair our reputation, damage the Hoover's brand and
materially adversely affect our business, operating results and financial
condition.

         Our ability to provide high-quality customer service also depends on
the efficient and uninterrupted operation of our computer and communications
hardware systems. We have also experienced minor interruptions due to
software bugs and upgrades and disk-drive failures. These minor interruptions
temporarily limited the capacity of our current technology infrastructure and
resulted in increased calls to our customer service personnel. Our systems
and operations also are vulnerable to damage or interruption from human
error, natural disasters, telecommunication failures, break-ins, sabotage,
and computer viruses, intentional acts of vandalism and similar events. We
currently do not have complete redundancy and we do not have alternative
providers of hosting services that are available on short-term notice. We are
still developing a formal disaster recovery plan. We cannot assure that any
plan we adopt will be sufficient. We may not carry sufficient business
interruption insurance to compensate for losses that could occur.

WE MAY BE SUBJECT TO LEGAL CLAIMS IN CONNECTION WITH THE CONTENT WE PUBLISH
AND DISTRIBUTE AND OUR USE OF SOFTWARE LICENSES FOR OUR WEB SITE.

         We may be subject to claims for defamation, negligence, copyright or
trademark infringement based on other theories relating to the information we
publish on our Web site, on the Web sites of others with whom we license or
co-brand our products or in our books. These types of claims have been
brought, sometimes successfully, against online services, as well as other
print publications in the past. We could also be subject to claims based upon
the content that is accessible from Hoover's Online through links to other
Web sites. We may also be subject to claims for software license infringement
based on the software and other technologies that we utilize on our Web site.
Our insurance may not adequately protect us against these types of claims.

CONCERNS REGARDING SECURITY OF TRANSACTIONS AND TRANSMITTING CONFIDENTIAL
INFORMATION OVER THE INTERNET MAY NEGATIVELY AFFECT OUR REVENUES.

         We believe that concern regarding the security of confidential
information transmitted over the Internet, such as credit card numbers,
prevents many potential customers, especially those outside of the United
States, from engaging in online transactions.

         Our infrastructure is potentially vulnerable to physical or
electronic break-ins, viruses or similar problems. If a person circumvents
our security measures, he or she could misappropriate proprietary information
or cause interruptions in our operations. Security breaches that result in
access to confidential information could damage our reputation and expose us
to a risk of loss or liability. We may be required to make significant
investments and efforts to protect against or remedy security breaches. As
e-commerce becomes more prevalent, our audience will become more concerned
about security. If we do not adequately address these concerns, our business,
operating results and financial condition could be materially adversely
affected.

THE LOSS OF ANY OF OUR KEY PERSONNEL OR OUR FAILURE TO ATTRACT ADDITIONAL
PERSONNEL COULD HAVE A MATERIAL AND ADVERSE EFFECT ON OUR BUSINESS.

         Our future success will depend, in substantial part, on the
continued service of our senior management, particularly Patrick J. Spain,
our Chairman of the Board, President and Chief Executive Officer. As a result
of our acquisition of Powerize, we currently have an employment agreement in
place with one member of our senior management team. No other member of our
senior management has entered into an employment agreement with us. We do not
maintain key-person life insurance on any of our employees. The loss of the
services of one or more of our key personnel could have a material adverse
effect on our business, operating results and financial condition. Our future
success will also depend on our continuing ability to attract, retain and
motivate highly qualified technical, customer support, financial and
accounting and managerial personnel. Competition for these personnel is
intense, and we cannot assure you that we will be able to retain our key
personnel or that we will be able to attract, assimilate or retain other
highly qualified personnel in the future. We have from time to time in the
past experienced, and we expect to continue to experience in the future,
difficulty in hiring and retaining employees with appropriate qualifications.

                                       19
<PAGE>

IF WE FAIL TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS OR FACE A
CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT BY A THIRD PARTY, WE COULD LOSE
OUR INTELLECTUAL PROPERTY RIGHTS OR BE LIABLE FOR SIGNIFICANT DAMAGES.

         We rely primarily on a combination of copyrights, trademarks, trade
secret laws, our user policy, licensing agreements and restrictions on
disclosure to protect our intellectual property. Despite these precautions,
it may be possible for a third party to copy or otherwise obtain and use the
content on our Web site or our other intellectual property without
authorization. We cannot assure that our precautions will prevent
misappropriation or infringement of our intellectual property. Failure to
protect our intellectual property in a meaningful manner could have a
material adverse effect on our business, operating results and financial
condition. In addition, we may need to engage in litigation in order to
enforce our intellectual property rights in the future or to determine the
validity and scope of the proprietary rights of others. Any litigation could
result in substantial costs and diversion of management and other resources,
either of which could have a material adverse effect on our business,
operating results and financial condition.

         Because we license some data and content from third parties, our
exposure to copyright infringement actions may increase. We rely upon these
third parties for the origin and ownership of licensed content. We generally
obtain representations of the origins and ownership of licensed content and
generally obtain indemnification to cover any breach of any representations.
However, we cannot assure you that these representations will be accurate or
that indemnification will be sufficient to provide adequate compensation for
any breach of these representations.

         We cannot assure you that infringement or other claims will not be
asserted or prosecuted against us in the future, whether resulting from our
internally developed intellectual property or licenses or content from third
parties. Due to the global nature of the Internet, we may be subject to such
claims asserted under the laws of foreign countries, which may differ
substantially from United States laws. Any future assertions or prosecutions
could materially adversely affect our business, operating results and
financial condition. Any claims, with or without merit, could be
time-consuming, result in costly litigation and diversion of technical and
management personnel, or require us to introduce new content or trademarks,
develop non-infringing technology or enter into royalty or licensing
agreements. These royalty or licensing agreements, if required, may not be
available on acceptable terms, if at all. In the event a claim of
infringement is successful and we fail or are unable to introduce new
content, develop non-infringing technology or license the infringed or
similar technology on a timely basis, our business, operating results and
financial condition could be materially and adversely affected.

OUR COMMON STOCK PRICE IS VOLATILE AND COULD FLUCTUATE SIGNIFICANTLY.

         The trading price of our stock has been and may continue to be
subject to wide fluctuations. Our stock price may fluctuate in response to a
number of events and factors, such as quarterly variations in operating
results; announcements of new products, technology or strategic relationships
by us or our competitors; changes in financial estimates and recommendations
by securities analysts; the operating and stock price performance of other
companies that investors may deem comparable; and news reports relating to
trends in our markets. In addition, the stock markets in general, and the
market prices for Internet-related companies in particular, have experienced
extreme volatility that often has been unrelated to the operating performance
of such companies. These broad market and industry fluctuations may adversely
affect the price of our common stock, regardless of our operating performance.

WE DEPEND ON THE CONTINUED GROWTH IN USE AND EFFICIENT OPERATION OF THE
INTERNET.

         The Internet-based information market is rapidly evolving. Our
business would be materially adversely affected if Internet usage does not
continue to grow or grows more slowly than anticipated.

         Internet usage may be inhibited for a number of reasons, including:

          -         inadequate network infrastructure;

          -         security concerns;

          -         inconsistent quality of service; and

                                       20
<PAGE>

          -         unavailability of cost-effective, high-speed access to the
                    Internet.

         Our audience depends on Internet service providers, online service
providers and other Web site operators for access to our Web site. Many of
these services have experienced significant service outages in the past and
could experience service outages, delays and other difficulties due to system
failure unrelated to our systems. These occurrences could cause our visitors
to perceive the Internet in general or our Web site in particular as
unreliable and, therefore, cause them to use other media to obtain their
company and business information. We also depend on third-party information
providers to deliver information and data feeds to us on a timely basis. Our
Web site could experience disruptions or interruptions in service due to the
failure or delay in the transmission or receipt of this information, which
could have a material adverse effect on our business, operating results and
financial condition.

WE CANNOT PREDICT THE SIZE OR VIABILITY OF THE ONLINE INFORMATION SERVICES
MARKET.

         The market for our online business information services is rapidly
evolving and is characterized by an increasing number of market entrants. As
is typical of a rapidly evolving industry, demand and market acceptance for
recently introduced services are subject to a high level of uncertainty and
risk. Because of these factors, it is difficult to predict the future growth
rate, if any, and size of this market. We cannot assure you that the market
for our online business information services will continue to develop. If the
use of online business information services fails to continue to grow, our
ability to establish other online services would be materially and adversely
affected. In addition, our business strategy includes extending our online
business information services model to additional segments of business
information. We cannot assure that we will be successful in our efforts.

IF WE CANNOT KEEP PACE WITH RAPIDLY CHANGING TECHNOLOGY AND THE DEMANDS OF
OUR CUSTOMERS, WE MAY BE UNABLE TO ENHANCE OUR EXISTING SERVICES OR INTRODUCE
NEW SERVICES.

         The market in which we operate is characterized by rapidly changing
technology, evolving industry standards, frequent new service announcements,
introductions and enhancements, and evolving customer demands. The emerging
nature of the Internet and the electronic distribution of business
information, including distribution through wireless channels and products,
exacerbate these market characteristics. Accordingly, our future success will
depend on our ability to adapt to rapidly changing technologies and industry
standards, and our ability to continually improve the performance, features
and reliability of our services in response to both evolving customer demands
and competitive service offerings. Our inability to adapt successfully to
these changes in a timely manner could have a material and adverse effect on
our business, operating results and financial condition. Furthermore, we may
experience difficulties that could delay or prevent the successful design,
development, testing, introduction or marketing of new services. Any
enhancements to existing services may not adequately meet the requirements of
our current and prospective customers or achieve any degree of significant
market acceptance. If we are unable, for technological or other reasons, to
develop and introduce new services or enhancements to existing services in a
timely manner or in response to changing market conditions or customer
requirements, or if our services or enhancements contain defects or do not
achieve a significant degree of market acceptance, our business, results of
operations and financial condition would be materially adversely affected.

PRIVACY CONCERNS MAY HAVE AN ADVERSE EFFECT ON OUR BUSINESS AND MAY PREVENT
OUR USE OF COOKIES.

         We post privacy policies concerning the use and disclosure of user
data. Any failure by us to comply with our posted privacy policies, Federal
Trade Commission ("FTC") requirements or other privacy-related laws and
regulations could result in proceedings by the FTC or others and which could
potentially have an adverse effect on our business, results of operations and
financial condition. In this regard, there are a large number of legislative
proposals before the United States Congress and various state legislative
bodies regarding privacy issues that may be related to our business. It is
not possible to predict whether or when such legislation may be adopted, and
certain proposals, if adopted, could materially and adversely affect our
business through a decrease in user registrations, purchases conducted
through our Web sites and corresponding revenues.

         Web sites typically place information known as cookies on a user's
hard drive without the user's knowledge or consent. Web sites use cookies for
a variety of reasons. This technology enables our subscribers to access our
premium services without entering their password upon each visit.
Additionally, it allows us to limit the frequency with which a viewer is
shown a particular ad. Any reduction or limitation in the use of cookies
could adversely affect our ability to target advertising effectively.
Commonly used Internet browsers allow users to modify their browser settings
to remove cookies at any time or to prevent cookies from being stored on
their hard drives. In

                                       21
<PAGE>

addition, some Internet commentators, privacy advocates and governmental
bodies have suggested limiting or eliminating the use of cookies. The use of
cookies may become more restrictive in certain non-U.S. markets, which could
impact the rate or success of expansion into those markets.

WE MAY BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION AND LEGAL
UNCERTAINTIES.

         The laws governing the Internet in general remain largely unsettled,
even in areas where there has been some legislative action. It may take years
to determine whether and how existing laws, including those governing
intellectual property, privacy, libel and taxation, apply to the Internet
generally and the electronic distribution of business information in
particular. Legislation could reduce the growth in the use of the Internet
generally and decrease the acceptance of the Internet as a communications and
commercial medium, which could have a material adverse effect on our
business, operating results and financial condition. In addition, the growing
popularity and use of the Internet has burdened the existing
telecommunications infrastructure and many areas with high Internet usage
have begun to experience interruptions in phone service. As a result, some
local telephone carriers have petitioned governmental agencies to regulate
Internet service providers and online service providers in a manner similar
to long-distance telephone carriers and to impose access fees on Internet
service providers and online service providers. If any of these petitions or
the relief that they seek is granted, the costs of communicating on the
Internet could increase substantially, potentially adversely affecting the
growth of the Internet. Further, due to the global nature of the Internet, it
is possible that, although transmissions relating to our services originate
in the State of Texas, governments of other states, the United States or
foreign countries might attempt to regulate our service or levy sales or
other taxes on our activities. In Texas, sales of goods over the Internet are
taxed the same as sales of personal property through traditional channels. As
a result, Internet companies, based in Texas, like us, may be at a
competitive disadvantage to Internet companies based outside of Texas with
respect to sales to Texas-based customers. We cannot assure you that
violations of local or other laws will not be alleged or charged by
governmental authorities, that we might not unintentionally violate these
laws or that in the future these laws will not be modified or new laws
enacted. Any of these developments could have a material adverse effect on
our business, operating results and financial condition.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Hoover's has capital lease obligations, which result in the risk
that interest expense or the fair value of capital lease obligations might be
impacted by changes in market interest rates. However, because these are not
significant, market risks related to financial instruments are not material.

         In July 1999, upon the closing of our initial public offering of
common stock, we received approximately $48 million in proceeds from the
underwriters of the offering. To date, these proceeds have been invested in
money market funds backed by short-term government securities and other
short-term, investment-grade, interest-bearing instruments. Market risks
related to these financial instruments are not material.

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         We are not currently subject to any material legal proceedings.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         Our registration statement, filed on Form S-1 under the Securities
Act of 1933 (No. 333-78109) relating to our initial public offering of our
common stock, became effective July 20, 1999. Offering proceeds, net of
aggregate expenses of approximately $1 million, were $48 million. The Company
has used approximately $15.6 million of the net offering proceeds for working
capital purposes, $3.8 million for the purchase and installation of computer
and related equipment and software and $28.6 million has been invested in
money market funds backed by government securities and other short-term,
investment-grade, interest-bearing instruments pending further application of
such proceeds.

                                       22
<PAGE>

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

         We held our Annual Stockholders' Meeting on September 12, 2000 in
Austin, Texas. At that meeting, three proposals were submitted to a vote of
our stockholders of record as of July 17, 2000 (a total of 13,819,793 shares
were outstanding as of such date). Proposal 1 was a proposal to elect 8
directors to staggered terms (Class I directors serve one-year terms, Class
II directors serve two-year terms, and Class III directors serve three-year
terms). Proposal 2 was a proposal to amend the Hoover's, Inc. 1999 Stock
Incentive Plan to increase the number of shares reserved for issuance under
the plan by 1,500,000. Proposal 3 was a proposal to ratify the appointment of
Ernst & Young LLP as our independent auditors.

<TABLE>
<CAPTION>
---------------------------- -------------------------- -------------------------- --------------------------
PROPOSAL                     VOTES FOR                  VOTES AGAINST              ABSTAIN/WITHHELD
---------------------------- -------------------------- -------------------------- --------------------------
<S>                          <C>                        <C>                        <C>
1.  Election of Directors
---------------------------- -------------------------- -------------------------- --------------------------
    Thomas J. Hillman
       Class I               12,873,643                                             63,515
---------------------------- -------------------------- -------------------------- --------------------------
     Laurence J. Kirshbaum
       Class I               12,881,147                                             56,011
---------------------------- -------------------------- -------------------------- --------------------------
     William S. Berkley
       Class II              12,880,230                                             56,928
---------------------------- -------------------------- -------------------------- --------------------------
     Steven B. Fink
       Class II              12,880,247                                             56,911
---------------------------- -------------------------- -------------------------- --------------------------
     Gary E. Hoover
       Class II              12,880,730                                             56,428
---------------------------- -------------------------- -------------------------- --------------------------
     Alan Chai
       Class III             12,883,930                                             53,228
---------------------------- -------------------------- -------------------------- --------------------------
      Patrick J. Spain
        Class III            12,889,271                                             47,887
---------------------------- -------------------------- -------------------------- --------------------------
     Stephen R. Zacharias
       Class III             12,885,547                                             51,611
---------------------------- -------------------------- -------------------------- --------------------------
2.  Amendment of 1999
     Stock Incentive Plan     9,136,203                 867,210                     58,264
---------------------------- -------------------------- -------------------------- --------------------------
3.   Appointment of Ernst
      & Young LLP as
      independent auditors   12,805,415                  17,900                    113,843
---------------------------- -------------------------- -------------------------- --------------------------
</TABLE>

         Consequently, all three proposals were passed by the stockholders.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

                   2.1 Agreement and Plan of Reorganization dated July 12,
                       2000 by and among Hoover's, Inc., Powerize.com, Inc.
                       and Panda Merger Corp.*

                  27.1 Financial Data Schedule (EDGAR version only).

         ------------
         * Incorporated by reference to Hoover's, Inc.'s Form 8-K filed on
           July 14, 2000.

         (b) We filed the following reports on Form 8-K during the three months
             ended September 30, 2000:

                   1.         Report on Form 8-K filed July 14, 2000 following
                              execution of a definitive agreement for the
                              acquisition of all of the outstanding stock of
                              Powerize.com, Inc. by Hoover's, Inc.

                                       23
<PAGE>

                   2.         Report on Form 8-K filed August 16, 2000 following
                              the completion of the acquisition of all of the
                              outstanding stock of Powerize.com, Inc. by
                              Hoover's, Inc.























                                       24
<PAGE>

                                   SIGNATURES

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

                                                      HOOVER'S, INC


                                                     /s Patrick J. Spain
-----------------------------------------      -------------------------------
                  Date                                 Patrick J. Spain
                                                    CHAIRMAN OF THE BOARD,
                                                   CHIEF EXECUTIVE OFFICER
                                                        AND PRESIDENT
                                                (PRINCIPAL EXECUTIVE OFFICER)


                                                       /s Lynn Atchison
-----------------------------------------      -------------------------------
                  Date                                  Lynn Atchison
                                                  SENIOR VICE PRESIDENT AND
                                                   CHIEF FINANCIAL OFFICER
                                                (PRINCIPAL FINANCIAL OFFICER)
















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