SECURITIES AND EXCHANGE
COMMISSIONWashington,
DC 20549 
 FORM 10-Q x
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
  THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001
or o
  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 0-26083 
 INSWEB CORPORATION(Exact name of Registrant as specified in
its charter)  Delaware
  94-3220749(State
  or other jurisdiction ofincorporation
  or organization)
  (IRS
  Employer Identification Number)
 11290 Pyrites Way, Suite 200
Gold River, California 95670(Address of
principal executive offices) 
 (916) 853-3300(Registrant's
telephone number, including area code)   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. YesxNoo The
number of outstanding shares of the Registrant's Common Stock, par value $0.001
per share, on April 30, 2001 was 42,326,482 shares.   FORM 10-Q
INSWEB CORPORATION
INDEX



PART
  I
  FINANCIAL
  INFORMATIONITEM 1:
  Financial StatementsCondensed
  Consolidated Balance Sheets as of March 31, 2001 (unaudited) and December 31,
  2000Condensed
  Consolidated Statements of Operations for the three months ended March 31,
  2001 and 2000 (unaudited)Condensed
  Consolidated Statements of Cash Flows for the three months ended March 31,
  2001 and 2000 (unaudited)Notes to Condensed
  Consolidated Financial StatementsITEM 2:
  Management's Discussion and
  Analysis of Financial Condition and Results of OperationsITEM 3:
  Quantitative and Qualitative
  Disclosures About Market RiskPART
  II
  OTHER
  INFORMATIONITEM 6:
  Exhibits and Reports on Form
  8-KSignatureExhibits

PART I:FINANCIAL
INFORMATION
ITEM 1.            FINANCIAL STATEMENTS

INSWEB CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE
SHEETS(in thousands except per share amounts)

March 31
  December 31,2001
  2000(unaudited)AssetsCurrent assets:Cash
  and cash equivalents
  $17,944
  $24,795Short-term investments
  28,627
  26,331Total cash, cash equivalents and short-term investments
  46,571
  51,126Accounts
  receivable, net of allowance of $141 and $135 at March 31, 2001 and   December 31, 2000, respectively
  3,410
  2,935Prepaid
  expenses and other current assets
  2,280
  3,852Total current assets
  52,261
  57,913Property and equipment, net
  7,947
  8,666Investment in joint venture
  1,661
  1,908Intangible assets, net
  12,576
  295Deposits and other assets
  3,108
  3,023Capitalized website development costs, net
  1,493
  1,203Total assets
  $79,046
  $73,008Liabilities
  and stockholders' equityCurrent liabilities:Accounts
  payable
  $864
  $1,010Accrued
  expenses
  2,782
  2,036Deferred
  revenue
  1,353
  3,124Restructuring accrual
  -
  86Total current liabilities
  4,999
  6,256Note payable to strategic partner
  1,195
  1,312Security deposit payable
  1,020
  1,020Other liabilities
  666
  536Total liabilities
  7,880
  9,124Stockholders' equity:Common stock, $0.001 par value. Authorized:
  150,000Issued and outstanding: 42,326 shares at March 31, 2001 and 35,273
  shares at     December 31, 2000
  42
  35Paid-in capital
  201,922
  189,356Accumulated other comprehensive loss
  (216)
  (53)Common stock warrants
  389
  113Deferred stock compensation
  (225)
  (309)Accumulated deficit
  (130,746)
  (125,258)Total stockholders' equity
  71,166
  63,884Total liabilities and stockholders' equity
  $79,046
  $73,008The accompanying notes are an integral
part of these condensed consolidated financial statements.

INSWEB CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS(in thousands except per share amounts)



For the Three Months
  Ended March 31,2001
  2000Revenues:
  (unaudited)Transaction fees
  $6,580
  $7,090Development and maintenance fees
  567
  1,621Other
  revenues
  10
  9Total revenues
  7,157
  8,720Operating expenses:Product
  development
  1,461
  2,780Sales
  and marketing
  6,679
  14,303General
  and administrative
  4,731
  4,809Amortization of intangible assets
  499
  782Amortization of stock-based compensation
  68
  347Total operating expenses
  13,438
  23,021Loss from operations
  (6,281)
  (14,301)Other income (expense), net
  23
  50Interest income, net
  770
  1,277Loss before cumulative effect of a change in accounting principle
  (5,488)
  (12,974)Cumulative effect of a change in accounting principle
  -
  (1,635)Net loss
  $(5,488)
  $(14,609)Net loss per
  share-basic and diluted:Loss
  before cumulative effect of a change in accounting principle
  $(0.14)
  $(0.37)Cumulative effect
  of a change in accounting principle
  -
  (0.05)Net loss per share-basic and diluted
  $(0.14)
  $(0.42)Weighted average shares used in computing netloss per share­-basic and diluted
  40,599
  34,912

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



INSWEB
CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS(in thousands)

For the Three Months
  Ended
  March 31,2001
  2000(unaudited)Cash
  flows from operating activities:Net loss
  $(5,488)
  $(14,610)Adjustments to reconcile net loss to net
  cash used in operating activities:Depreciation and amortization
  1,099
  691Amortization of stock-based
  compensation
  68
  347Issuance of common stock warrants
  276
  -Loss (gain) on disposal/sale of
  equipment
  52
  (10)Foreign currency translation gain on
  note payable
  (117)
  (4)Amortization of intangible assets
  499
  782Equity loss (gain) from joint venture
  82
  (36)Cumulative effect of a change in
  accounting principle
  -
  1,635Changes in operating assets and
  liabilities:Accounts receivable
  (475)
  (429)Prepaid expenses and
  other current assets
  1,572
  (3,735)Deposits and other
  assets
  (85)
  (25)Accounts payable
  (147)
  1,256Accrued expenses
  746
  627Restructuring accrual
  (85)
  -Deferred revenue
  (1,771)
  23Other liabilities
  130
  84Net cash used in
  operating activities
  (3,644)
  (13,404)Cash
  flows from investing activities:(Purchases) redemptions of investments
  - net
  (2,293)
  33,410Purchases of property and equipment
  (328)
  (2,316)Capitalized website development costs
  (385)
  -Other, net
  -
  8Net cash (used
  in) provided by investing activities
  (3,006)
  31,102Cash
  flows from financing activities:Proceeds from exercise of stock
  options
  -
  1,281Proceeds from stock issued from
  Employee Stock Purchase Plan
  42
  901Capitalized acquisition costs
  (243)
  -Net cash (used
  in) provided by financing activities
  (201)
  2,182Net
  (decrease) increase in cash and cash equivalents
  (6,851)
  19,880Cash
  and cash equivalents, beginning of period
  24,795
  25,689Cash
  and cash equivalents, end of period
  $17,944
  $45,569Supplemental
  disclosure of cash flow information:Cash paid during the period for
  interest
  $15
  $16Supplemental
  disclosure of noncash investing and financing activities:Issuance of common stock in conjunction
  with the purchase of selected assets from      Intuit Insurance Services, Inc.
  $12,547
  $-The accompanying notes are an integral
part of these condensed consolidated financial statements.

INSWEB CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

1.  Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The
consolidated financial statements include the accounts of InsWeb Corporation
and its wholly-owned subsidiaries, InsWeb Insurance Services, Inc.
(formerly Avatar Insurance Services, Inc.) and Benelytics, Inc.
(InsWeb or the Company).  All
significant inter-company accounts and transactions have been eliminated in the
consolidated financial statements. 
Investments in 20 to 50 percent owned affiliates are accounted for on
the equity method.

The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. 
Accordingly, they do not contain all of the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. 
In the opinion of management, the accompanying unaudited interim
condensed consolidated financial statements reflect all adjustments, which
include only normal recurring adjustments, necessary to present fairly InsWeb's
financial position as of March 31, 2001 and results of operations and cash
flows for the three months ended March 31, 2001 and 2000.  The financial data and other information
disclosed in these notes to the condensed consolidated financial statements
related to these periods are unaudited. 
The results for the three months ended March 31, 2001 are not
necessarily indicative of the results to be expected for the year ending
December 31, 2001.

These
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in InsWeb's
Annual Report on Form 10-K as filed with the Securities and Exchange Commission
on March 30, 2001 and other information filed with the Commission.  The balance sheet at December 31, 2000 is
derived from the audited financial statements included in InsWebs Annual
Report on Form 10-K for the year ended December 31, 2000.

Significant
customersFor
the three months ended March 31, 2001, three customers accounted for 22%, 10%
and 10%, respectively, of total revenues. 
For the three months ended March 31, 2000 three customers accounted for
29%, 11% and 10%, respectively, of total revenues.

Net
loss per share - basic and dilutedBasic earnings per share is
computed using the weighted average number of shares of common stock
outstanding.  Diluted earnings per share
reflects the potential dilution that would occur if stock options and warrants
had been exercised.  Common equivalent
shares from preferred stock, stock options and warrants have been excluded from
the computation of net loss per share-diluted as their effect is antidilutive.

2.  Comprehensive loss

Total comprehensive loss for the
three months ended March 31, 2001 and 2000 were as follows (in thousands):

Three Months Ended
  March 31,2001
  2000(unaudited)Net loss
  $(5,488)
  $(14,610)Other comprehensive loss:Foreign currency translation adjustments
  (165)
  (3)Unrealized gain on investments
  2
  34Total comprehensive loss
  $(5,651)
  $(14,579)

3.  Related Party Transactions

Stockholder
and customerA
stockholder, who is also a customer, accounted for $1,000 and $204,000 of
InsWeb's revenues for the three months ended March 31, 2001 and 2000,
respectively.  This customer accounted
for $0 and $74,000 of InsWebs accounts receivable at March 31, 2001 and
December 31, 2000, respectively.

Affiliate
and CustomerAn
affiliate, who owns a majority interest in a stockholder, is also a customer
and accounted for $107,000 and $76,000 of InsWeb's revenues for the three
months ended March 31, 2001 and 2000, respectively.  This customer accounted for $61,000 and $4,000 of InsWebs
accounts receivable at March 31, 2001 and December 31, 2000, respectively.

Marketing
AgreementsDuring
the three months ended March 31, 2001, InsWeb recognized $1,025,000, in
marketing expense under a marketing agreement with an Internet company compared
to $1,245,000 for the comparable period in 2000.  A beneficial owner of a significant number of shares of the
outstanding stock of the Internet company is a principal stockholder of InsWeb.

4.  InsWeb Japan

In
1998, InsWeb entered into a Joint Venture Agreement with a strategic partner
and significant stockholder to develop, implement and market an online
insurance marketplace in Japan and the Republic of Korea.  The joint venture is carried out exclusively
through InsWeb Japan K.K., a Japanese corporation, in which InsWeb owns a 25%
interest.  In conjunction with this
agreement, InsWeb also entered into an agreement in August 1999 to provide
consulting and hosting services to assist InsWeb Japan K.K. in developing its
Internet strategy.  Though this
agreement has not been terminated, InsWeb did not provide consulting services
for the three months ended March 31, 2001 and does not expect to provide future
consulting and hosting services to InsWeb Japan K.K.  For the three months ended March 31, 2000, $1,204,000 was billed
to InsWeb Japan K.K. under this contract and is included in development and
maintenance fees.

InsWebs
initial interest in InsWeb Japan K.K. was purchased in exchange for a
promissory note due to InsWebs strategic partner.  Interest expense related to this note for the three months ended
March 31, 2001 and 2000, was $15,000 and $17,000, respectively.  As of March 31, 2001 and December 31, 2000,
$1,195,000 and 1,312,000 was outstanding under the note.  In August 2000, InsWeb invested an
additional $708,000 as part of an additional sale of capital stock by InsWeb
Japan K.K.  As a result of this
additional investment, InsWeb maintained its 25% interest in InsWeb Japan K.K.

In
March 2001, the parties to the Joint Venture Agreement entered into an
agreement which would create a holding company to control InsWeb Japan K.K. and
two other internet companies in which InsWeb does not have a financial
interest.  When completed, InsWebs
shares in InsWeb Japan K.K. will be exchanged for a 14.4% interest in the new holding company,
Finance All K.K.  Based on InsWebs 14.4% ownership interest
in Finance All K.K, the investment will be accounted for on the cost method
from the date of closing.

5.  Recent Accounting Pronouncements

In
June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 133, Accounting for Derivative Instruments and Hedging
Activities, or SFAS No. 133. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments and hedging
activities.  InsWebs adoption of SFAS
No. 133 in 2001 did not have a material effect on InsWeb's results of
operations or financial condition.

6. Change
in Accounting Principle

Effective
January 1, 2000, InsWeb changed its revenue recognition policy for set-up fees,
which are included in development and maintenance fees, to comply with SEC
Staff Accounting Bulletin No. 101: Revenue Recognition.  Prior to this accounting change, InsWeb
recognized revenue from set-up fees received from a participating insurance
carrier when that carriers integration with the InsWeb site became operational
(Live Date) on InsWebs marketplace. 
As a result of SAB 101, InsWeb continues to defer set-up revenue until
the Live Date, but has changed its revenue recognition policy from full
recognition at the Live Date to recognizing the revenue ratably over the
estimated life of the carrier relationship. 
This accounting change results in a cumulative effect of a change in
accounting principle, for years prior to 2000, of $1,635,000, and is reflected
in the results for the quarter ended March 31, 2000.  During the quarters ended March 31, 2001 and 2000, $311,000 (or
$0.01 per share) and $223,000 (or $0.01 per share) of the cumulative effect for
years prior to 2001 was recognized as revenue, and for the quarter ended March
31, 2000, $223,000 (or $0.01 per share), respectively, of the cumulative effect
for years prior to 2000 was recognized as revenue.

7.  Restructuring

In
March 2001, the restructuring of InsWebs operations based on a plan approved
by the Board of Directors in May 2000, was completed.  The restructuring plan included the closure of InsWebs
facilities in Redwood City, San Carlos and Westlake Village, California and Bel
Air, Maryland, the relocation of InsWebs operations to the Sacramento
California area, and the discontinuance of certain strategic initiatives.  As a result of this restructuring,
approximately 190 individuals have left InsWeb across all functions.  Of these, approximately 80 left InsWeb as a
result of a reduction in workforce, and approximately 110 did not relocate with
InsWeb and were replaced in conjunction with the hiring of the Sacramento area
workforce.

In the second quarter of 2000, InsWeb
recorded a related restructuring charge of $1.5 million.  The charge consisted of employee separation
costs of $0.9 million, asset impairments of $1.1 million, other exit costs of
$0.5 million, offset by a lease termination fee of $1.0 million to be received
as a result of InsWebs termination of its lease on its San Carlos
facility.  In the third quarter of 2000,
InsWeb recorded additional restructuring charges of $0.6 million based on
revisions to the restructuring plan. 
The charge consisted of additional employee separation costs of $0.1
million, asset impairments of $0.2 million, and other exit costs, primarily
representing future rent payments for facilities being exited, of $0.3 million.


Details of the
restructuring charge are as follows (in thousands):


Employee
  TerminationBenefits
  Write-down
  of
  Property, Plantand Equipment
  Other
  TotalOriginal Estimate - 2nd Quarter, 2000
  $926
  $1,066
  $(464)
  $1,528Change in estimate - 3rd Quarter, 2000
  77
  203
  359
  639Total
  restructuring charge
  $1,003
  $1,269
  $(105)
  $2,167Write-down of assets to net realizable value
  
  (1,269)
  
  (1,269)Lease termination fee received
  
  
  1,000
  1,000Cash payments
  (1,003)
  -
  (809)
  (1,812)Restructuring liability as of December 31, 2000
  -
  -
  86
  86Cash payments
  
  
  (86)
  (86)Restructuring liability as of March 31, 2001
  $-
  $-
  $-
  $-In
addition to the severance costs included in the restructuring charge, InsWeb
offered retention bonuses to certain employees for their commitment to stay
with InsWeb for periods of six months to one year beginning May 2000.  For the three months ended March 31,
2001  $697,000 of retention bonuses were
included in operating expenses.    At
March 31, 2001, InsWeb had $1,447,000 of retention bonuses accrued in other
accrued liabilities and had future retention commitments of approximately
$249,000, which are expected to be charged to expense in the second quarter of
2001.

8.Acquisition of Selected Assets of Intuit Insurance Services,
Inc.

In January 2001, InsWeb acquired
from Intuit, certain assets and related liabilities associated with an online
insurance shopping and purchasing service operated by Intuit Insurance
Services, Inc., a wholly owned subsidiary of Intuit.  InsWeb did not acquire any of Intuit's revenue producing
relationships with insurance carriers. 
Pursuant to related agreements, a representative from Intuit has been
elected to the InsWeb Board of Directors.

The
purchase price of approximately $13.0 million consisted of an exchange of
7,019,389 shares of InsWeb's common stock with a fair value of $12.5 million,
and other acquisition related expenses of approximately $0.5 million consisting
primarily of payments for a financial advisor and other professional fees.  The
aggregate purchase price was allocated to a non-compete agreement ($8,485,000),
patents and other intellectual property ($60,000) and goodwill
($4,455,000).  These intangible assets
and goodwill are being amortized on a straight line basis over five years.  Amortization expense for the quarter ended
March 31, 2001 was $498,000. Intellectual property acquired valued at
$10,000 was considered to have no future value to InsWeb, accordingly, such
amount was written off in the first quarter of 2001.

In
connection with the acquisition, InsWeb and Intuit entered into a license and
distribution agreement, under which, Intuit and InsWeb have granted one another
licenses to create links between their respective websites in order to create
and operate a co-branded insurance center. 
This agreement also provides that InsWeb will be the exclusive
aggregator of online consumer insurance services for Quicken.com, an Intuit
website, and that subject to a certain minimum amount of promotion on the
Quicken.com website, Intuit will share in associated revenues.  InsWeb also acquired the right to the
traffic from various former partners of Intuit.

9.  Common Stock Warrants

In connection with a service agreement with a
third-party insurance carrier in March 2001, InsWeb issued warrants to purchase
an aggregate of 350,000 shares of InsWebs common stock at a purchase price of
$5.00 per share.  The warrants became
exercisable on March 31, 2001, and expire on March 1, 2006.  The fair value of the common stock warrants
of $276,000 was derived using the Black-Scholes model, and is included in sales
and marketing expense in the quarter ended March 31, 2001.  As of March 31, 2001, none of the common
stock warrants had been exercised.

10.  Commitments and Contingencies

Marketing agreements

InsWeb
is required to make fixed payments under various marketing agreements, which
expire at various dates through 2005. 
In addition to the fixed fees, certain of these agreements require
InsWeb to pay fees for each user delivered to InsWeb's website in excess of
certain minimums.

In
February 1998, InsWeb and Yahoo! entered into an agreement pursuant to which
Yahoo! offers a co-branded version of the InsWeb online insurance marketplace
on the Yahoo! website.  The agreement
provides for InsWeb to be the exclusive provider of online insurance quotation
services on the Yahoo! site for automobile, homeowners and term life
insurance.  Under the agreement, InsWeb
has agreed to pay to Yahoo! fixed fees, plus a portion of the associated
revenues provided that certain minimum quarterly targets are met, for each user
delivered to an InsWeb quote form from the co-branded site.  This agreement was renewed in
September 2000 for a period of one year.

In
December 1999, InsWeb and Microsoft entered into a two-year agreement
pursuant to which Microsoft's MSN Insurance Center on MSN MoneyCentral offers
co-branded comparative shopping services provided by InsWeb.  The agreement provides for InsWeb to be the
exclusive provider of online insurance quotation services on the MSN InsuranceCenter.  Under the
agreement, InsWeb has agreed to pay to MSN fixed fees for certain traffic
guarantees, plus a fee for each user delivered to an InsWeb quote form from the
co-branded site in excess of certain minimums.

In
February 2000, InsWeb and America On-line entered into a two-year
agreement pursuant to which America Online offers a co-branded version of the
InsWeb online insurance marketplace across the Netscape Netcenter, Compuserve
and Digital City websites. The agreement provides for InsWeb to be the
exclusive provider of online insurance quotation services on the Netscape
website and premier insurance comparison-shopping aggregator of insurance
offerings for Compuserve and Digital City. 
Under the agreement, InsWeb has agreed to pay to AOL fixed fees for
certain impression targets plus a fee for each click-through over a cumulative
minimum threshold.  In February 2001,
InsWeb and AOL amended the original contract to adjust the amount of fixed fees
and targeted impressions for the remainder of the original term of the
contract.  As a result of this
amendment, effective November 1, 2001, InsWeb will no longer be the exclusive
provider of online insurance quotations on Netscape, and rather will become a
preferred provider of these services.

At March
31, 2001, future minimum payments under these agreements is $9,150,000 for the
remainder of 2001, and $20,225,000 thereafter.

eHealthInsurance
litigation

In February 2001, InsWeb
temporarily suspended its online health-insurance quoting services due to the
decision by eHealthInsurance, formerly InsWebs exclusive provider of online
health-insurance quotes, to unilaterally terminate the relationship. In April
2000, the two companies signed a two-year online distribution agreement by
which eHealthInsurance became the exclusive provider of individual health,
small-group health and Medicare supplement insurance quotes to InsWeb's users
through a co-branded website.  In
February 2001, eHealthInsurance filed suit in the U.S. District Court for the
Northern District of California alleging InsWebs failure to perform its
obligations under the agreement. In March 2001, eHealthinsurance amended its
suit by further adding allegations that InsWeb
interfered with its business relationships.The
complaint as amended seeks unspecified compensatory and punitive damages.
InsWeb believesthat all of
eHealthInsurance'sclaims
are without merit and that the outcome of this lawsuit will not have a material
adverse effect on InsWebs financial results, cash flow or financial position.  In addition, InsWeb filed a countersuit in
March 2001 alleging that eHealthInsurance wrongfully terminated the linking
agreement and pursued a course of conduct aimed at damaging InsWebs business.



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

InsWeb has included in this filing
certain "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 concerning InsWeb's business,
operations and financial condition.  The
words or phrases "expects," "anticipates,"
"intends," "plans," "believes,"
"seeks," "estimates," and similar expressions are generally
intended to identify forward-looking statements.  Such forward-looking statements are subject to various known and
unknown risks and uncertainties, and InsWeb cautions you that any
forward-looking information provided by, or on behalf of, InsWeb is not a
guarantee of future performance.  Actual
results could differ materially from those anticipated in such forward-looking
statements due to a number of factors, some of which are beyond InsWeb's
control, including, but not limited to, InsWeb's limited operating history,
anticipated losses, the unpredictability of its future revenues, reliance on
key customers, competition, risks associated with system development and
operation risks, management of potential growth and risks of new business
areas, business combinations, and strategic alliances.  All forward-looking statements are based on
information available to InsWeb on the date hereof, and InsWeb assumes no
obligation to update such statements.

Overview

InsWeb operates a leading online insurance marketplace
that enables consumers to comparison shop online and obtain insurance
company-sponsored quotes for a variety of insurance products, including
automobile, term life and homeowners, as well as annuities.In order to create this marketplace, InsWeb has
established business relationships with 36 insurance companies throughout the
United States as of March 31, 2001.

InsWeb's
principal source of revenues is transaction fees.  While quotes obtained through InsWeb's online insurance
marketplace are provided to consumers free of charge, InsWeb's participating
insurance companies pay transaction fees to InsWeb generally based on the
delivery of qualified leads, or a commission from the sale of an insurance
policy through InsWeb Insurance Services.Qualified
leads are produced in two ways: for insurance companies providing instant
online quotes, a qualified lead is produced when a consumer clicks to request
insurance coverage based on a specific quote; for insurance companies providing
e-mail or other offline quotes, a qualified lead is produced when a consumer
clicks to request the quote itself.  In
either case, InsWeb is paid a transaction fee whether or not the consumer
actually purchases a policy.  Once a
lead is generated by the consumer's request for an application or offline
quote, InsWeb transmits the lead either to InsWeb Insurance Services, or to the
selected insurance company by e-mail, file transfer or direct connection to the
insurance company's information system.Effective
January 1, 2000, InsWeb changed its revenue recognition policy for transactions
fees from linking agreements that are contingent on the delivery of certain
minimum click-throughs.  No linking
agreements with such a contingency clause were entered into prior to April
2000.  As a result of the adoption of
SAB 101, InsWeb defers revenues on contracts with certain minimum click-through
requirements until all contingencies have been met.

In October 1999, InsWeb began
generating commission revenue as an insurance agent based on activities it
performs related to the sale of certain automobile insurance policies in
California.  As of March 31, 2001,
InsWebs subsidiary, InsWeb Insurance Services, Inc., has been appointed as an
authorized automobile insurance agent by 7 participating insurance companies in
California, and by 9 carriers in Arizona, Oregon and Washington.  InsWeb receives a commission based on a
percentage of the insurance policy premium related to each insurance policy
sale where InsWeb has acted as the insurance agent.  InsWeb recognizes the revenue from these activities on the later
of the billing date or effective date of the policy.  InsWeb also recognizes revenue when an applicable policy is
renewed.  InsWeb intends to expand its
online insurance agency operations by adding additional participating insurance
companies in additional states. On April 30, 2001, InsWeb began operations as
an authorized agent selling insurance policies to consumers in the states of
Illinois, Ohio, Pennsylvania, Virginia and New York.

InsWeb also generates
development and maintenance fees from its participating insurance companies.
InsWeb charges a fee to design and develop customized interfaces between an
insurance company's information system and the InsWeb site.Effective January 1, 2000, InsWeb changed its
revenue recognition policy for set-up fees, which are included in development
and maintenance fees, to comply with SEC Staff Accounting Bulletin No. 101: Revenue Recognition.  Prior to this accounting change, InsWeb
recognized revenue from set-up fees received from a participating insurance
carrier when the development work was completed and the insurance companys
integration with the Companys site became operational (Live Date).  As a result of SAB 101, InsWeb continues to
defer set-up revenue until the Live Date, but has changed its revenue recognition
policy from full recognition at the Live Date to recognizing the revenue
ratably over the estimated life of the carrier relationship.Additional development fees are charged as
insurance companies add new products, increase their geographic coverage and
convert to instant quoting capability on InsWeb's online insurance marketplace,
as well as for periodic upgrades and changes to insurance companies'
information resident on the InsWeb site. InsWeb charges maintenance fees for
maintaining and servicing the programs of the individual insurance companies
and for maintaining any hardware at InsWeb's facility that is dedicated to
specific insurance companies. These maintenance fees are typically payable
monthly and are recognized as revenue ratably over the term of the maintenance
agreement. Prepaid development and maintenance fees are recorded as deferred
revenue until earned. Development and maintenance fees are expected to account
for a declining percentage of total revenues as transaction fees and fees
related to InsWeb's activities as an agent increase.

Product development expenses
consist primarily of payroll and related expenses for development and
technology personnel.  InsWeb
implemented EITF Issue 00-02, Accounting for Website Development Costs,
during the third quarter of 2000.  This
resulted in the capitalization of website development costs directly related to
the enhancement and upgrade of the InsWeb site.  Such costs had previously been expensed as period costs.  Consistent with the guidance of EITF Issue
00-02 and other applicable accounting guidance, all other software development
costs have been expensed as incurred. 
Though, product development expenses declined for the three months ended
March 31, 2001 from amounts reported for the three months ended March 31, 2000
as a result of InsWebs announced restructuring plan, InsWeb expects that its
product development costs will increase in future quarters due to the expansion
of InsWebs business.

Sales
and marketing expenses consist primarily of payroll and related expenses for
InsWeb's sales and marketing personnel as well as consumer marketing
expenditures for advertising, public relations, promotions and fees paid to
online companies with which InsWeb has contractual relationships.  InsWebs current consumer marketing program
is focused on maintaining key online relationships and on selective cost
effective marketing campaigns designed to maintain consumer awareness of InsWeb
and its online insurance marketplace, while in the first quarter of 2000,
InsWebs marketing program was concentrated on various forms of offline and
online advertising and marketing in an effort to attract consumer traffic to
the InsWeb site and to develop the InsWeb brand.As a result of this change in focus, InsWebsconsumer marketing expenses in the first quarter
of 2001 are significantly below those reported in the first quarter of
2000.  Consumer marketing expenses may
increase in future quarters as InsWeb expands its online relationships.

General
and administrative expenses consist primarily of payroll and related expenses
for InsWeb's management, administrative and accounting personnel, expenses
relating to site operations, occupancy expenses, professional fees and other
general corporate expenses.  InsWeb
believes that although its completed restructuring plan has led to a decrease
in general and administrative expenses, general and administrative expenses may
nevertheless increase in the future as InsWeb expands its operations.

Since
its inception, InsWeb has incurred significant losses, and as of March 31, 2001
InsWeb had an accumulated deficit of $131 million.  These losses, and this accumulated deficit,
have resulted from the significant costs incurred in the development of
InsWeb's technology platform, the establishment of relationships with insurance
companies, their integration with the InsWeb site, and InsWeb's marketing and
sales activities.  InsWeb intends to
continue to invest in product development, sales and marketing and in its
administrative infrastructure.  As a
result, InsWeb believes that it will continue to incur operating losses during
throughout the current fiscal year. 
Although InsWeb has experienced revenue growth in recent periods, its
operating results for future periods are subject to numerous uncertainties, and
there can be no assurance that InsWeb's revenue growth will continue or that it
will be able to achieve and sustain profitability.  In view of the rapidly evolving nature of InsWeb's business and
its limited operating history, InsWeb believes that period-to-period
comparisons of its operating results are not necessarily meaningful and should
not be relied upon as an indication of future performance



Revenues

Transaction Fees.Transaction fees accounted for $6.6 million, or 92.0% of total revenue,
for the three months ended March 31, 2001, compared to $7.1 million, or 81.3%
of total revenues, for the comparable period in 2000.  The decrease for the three months ended March 31, 2001 was
primarily attributable to the loss of State Farm as a participating carrier
effective May 1, 2000.  State Farm
represented none of InsWebs revenues for the three months ended March 31, 2001
versus 29% of total revenues in the comparable prior year period.  The decrease in revenues associated with
loss of State Farm was partially offset by revenues recognized from its
relationship with eHealthInsurance prior to the termination of that
relationship in February 2001. As eHealthInsurance represented
22% of InsWebs total revenues for the three months ended March 31, 2001, and
since InsWeb has temporarily suspended its online health insurance quoting
services, revenues in future periods from InsWebs health offering are not
expected to be significant.

During
the first three months of 2001, approximately 660,000 shopping sessions were
completed at InsWeb, a 14.6% decrease from the approximate 773,000 shopping
sessions completed in the first three months of 2000.  InsWeb recorded approximately 2.3 million unique visitor sessions
during the first three months of 2001, a decrease of 5% from the approximate
2.4 million unique visitor sessions recorded in the comparable period in
2000.  These decreases are primarily
attributable to InsWebs decision to change its focus from both offline and
online forms of advertising and marketing to substantially all online marketing
relationships.

Development and Maintenance Fees.Development and maintenance fees accounted for $0.6 million or 7.9% of
total revenues, for the three months ended March 31, 2001, compared to $1.6
million or 18.6% of total revenues, for the comparable period in 2000.  The decrease for the three months ended
March 31, 2001 was primarily attributable to $1.2 million in revenues
recognized from consulting and hosting services provided to InsWeb Japan K.K. for
the three months ended March 31, 2000.  
Though this agreement has not been terminated, InsWeb did not provide
consulting and hosting services for the three months ended March 31, 2001 and
does not expect to provide future consulting and hosting services to InsWeb
Japan K.K.

Operating Expenses

Product
Development.Product development expenses decreased to
$1.5 million for the three months ended March 31, 2001, from $2.8 million for
the comparable period in 2000.  The
decrease for the three months ended March 31, 2001 was primarily attributable
to reduced headcount in the period resulting from InsWebs restructuring
efforts and $0.4 million of expenses capitalized under EITF 00-02 during the
three months ended March 31, 2001.  No
expenses were capitalized under EITF 00-02 for the comparable period in
2000.Product development expenses are expected to continue to
increase slightly for the remainder of 2001 as additional headcount is brought
on to support current development efforts, which will be partially offset by
additional amounts capitalized under EITF 00-02.

Sales
and Marketing.Sales and marketing expenses decreased to
$6.7 million for the three months ended March 31, 2001, from $14.3 million for
the comparable period in 2000.  The
decrease for the three months ended March 31, 2001 was primarily attributed to
significant reductions in offline advertising relationships combined with a
reduction in headcount resulting from restructuring efforts.Sales and marketing expenses are expected to increase due
to the additional marketing costs associated with the distribution agreement
signed with Intuit, and increased personnel and operating costs associated with
InsWebs agency operations.

General
and Administrative.General and administrative expenses
decreased to $4.7 million for the three months ended March 31, 2001, from $4.8
million for the comparable period in 2000. 
This decrease was primarily due to decreased personnel and related
costs.     Although general and
administrative expenses have decreased in the quarter ended March 31, 2001 in
comparison to the comparable period in 2000 as a result of InsWebs completed
restructuring plan, general and administrative expenses may increase in the
future as InsWeb expands its operations.

Other Operating Expenses

Amortization of Intangible Assets.Amortization of intangible assets during the three months ended March
31, 2001 was $0.5 million, compared to amortization of $0.8 million for the
comparable period in 2000.  The expense
for the quarter ended March 31, 2001 is attributable to the amortization of
intangibles associated with the acquisition of certain assets of Intuit
Insurance Services in January 2001. For the quarter ended March 31, 2000,
amortization was solely attributable to the intangibles associated with the
acquisition of the Benelytics, Inc.



Amortization of Stock-based Compensation.  Amortization of stockbased compensation for
the three months ended March 31, 2001was $68,000, compared to $347,000 for the comparable
period in 2000.  This decrease is
attributable to the reduction in employees in conjunction with InsWebs
restructuring plan.

Interest Income, Net

Interest
income, net, includes income earned on InsWeb's invested cash and investments
and expense related to its note payable to InsWeb Japan K.K.  Net interest income for the three months
ended March 31, 2001 was $0.8 million compared to net interestincome
of $1.3million
for the comparable period in 2000.  The
decrease was primarily due to the decline in the principal balance of
short-term investments and cash equivalents and to a lesser degree to the
decline in interest rates as compared to the comparable period in 2000.

Liquidity And Capital Resources

At March 31, 2001, InsWeb's
principal source of liquidity was $46.6 million in cash, cash equivalents and
short-term investments.

The use of cash primarily consisted
of InsWeb's operating loss before non-cash items.  For the three months ended March 31 2001, net cash used in
operating activities was $3.6 million compared to $13.4 million in the
comparable period in 2000.  For the
three months ended March 31, 2001, non-cash items included amortization of
intangibles of $0.5 million, issuance of common stock warrants of $0.3 million
and depreciation and amortization of fixed assets of $1.1 million.  A decrease in deferred revenue, offset by a
decrease in prepaid assets associated with the prepayment of online partnership
agreements and an increase in the accrued expenses, also contributed to the
cash used in operations for the three months ended March 31, 2001.

For
the three months ended March 31, 2001, net cash used by investing activities
was $3.0 million, which primarily consisted of the redemption of short-term
investments, purchases of equipment and furniture, and website development
costs.

In
September 2000, InsWeb signed a 10-year lease agreement through 2010 for office
space in the Sacramento area to house its corporate headquarters and agency
operations.  InsWeb expects to incur
additional costs for leasehold improvements and furniture and equipment
associated with this lease through the second quarter of 2001.  Through March 2001, InsWeb has subleased
portions of its Redwood City operating facilities and expects to sublease the
remainder during 2001, and expects revenue from existing and future subleases
to offset its ongoing lease obligation related to the Redwood City
facility.  Future minimum lease payments
under the Sacramento lease are $10.6 million for the term of the lease.

In addition, under various
marketing agreements with its online partners, InsWeb is obligated to make
minimum payments totaling $29.4 million through 2005.

InsWeb
currently anticipates that its balances of cash and cash equivalents and
short-term investments, together with cash generated by its operations, will be
sufficient to meet its anticipated cash needs for working capital and capital
expenditures for at least the next 12 months. 
Although InsWeb does not anticipate the need for additional financing to
meet its current anticipated operating needs, nevertheless additional funds may
be needed to expand business internally, to facilitate an acquisition, or if
current operating plans are unsuccessful. 
InsWeb cannot be certain that additional financing will be available
when required, on favorable terms or at all. 
If InsWeb is not successful in raising additional capital as required,
its business could be materially harmed. 
If additional funds were raised through the issuance of equity
securities, the percentage ownership of InsWeb's then-current stockholders
would be reduced.

Factors That May Affect Our
Future Performance

Our future
business, operating results and financial condition are subject to various
risks and uncertainties, including those described below.

Our business is
difficult to evaluate because we did not begin to generate significant revenues
from our core business until 1998

We were incorporated in
February 1995, but we did not begin to generate significant transaction
fees from our online marketplace until 1998. Our limited operating history
makes an evaluation of our future prospects very difficult. An investor in our
common stock must consider the uncertainties frequently encountered by early
stage companies in new and rapidly evolving markets. These uncertainties
include:

            an evolving and unpredictable
business model, which makes prediction of future results uncertain and an
investment in
             our common stock highly
speculative;            the development of comparable
services by competitors, which may reduce our market share;            the uncertainty of the extent to
which the consumer market will adopt the Internet as the preferred medium for 
             comparison shopping for and
purchase of insurance products, which may limit our ability to generate revenue
from consumers 
             that visit our online
marketplace or our insurance agency;            our potential inability to
successfully manage our anticipated growth, which could lead to management
distractions 
             and increased operating
expenses;            our ability to retain key employees;
and            our reliance on key customers and
ability to retain customers.To
address these uncertainties, we must, among other things:

            refine our business model;

            work to expand the efficiencies and
geographic coverage of our agency activities;

            enhance the brand identity of our
online insurance marketplace;

            maintain and increase our strategic
alliances with other online businesses to increase traffic to our website;

            maintain, increase and
geographically diversify our base of participating insurance companies;

            continue to ensure that our
participating insurance companies offer competitive insurance products;

            satisfy legal and regulatory
requirements applicable to the insurance industry; and

            continue to address consumer privacy
concerns.

Our business strategy may not be
successful and we may not be able to successfully address these uncertainties.
Moreover, our ability to take the foregoing steps may be hampered by our
limited financial resources should we fail to rapidly increase revenues or
should increased revenues be more than offset by increased operating expenses.

We have a history of losses, we expect future losses, and we
may not achieve or maintain profitability

Given planned investment levels,
our ability to achieve profitability will depend upon our ability to generate
and sustain increased revenues. As a result, we believe that we will incur
significant operating losses for the foreseeable future. We incurred operating
losses of $21.9 million, $38.4 million and $53.6 million for the year
ended December 31, 1998, 1999 and 2000, respectively. For the three months
ended March 31, 2001 we incurred operating losses of $6.3 million.  As of March 31, 2001, our accumulated
deficit was $130.7 million. 
Although we experienced significant revenue growth in earlier periods,
this growth rate is not sustainable and revenues may decrease from comparable
prior year periods.  Our operating
results for future periods are subject to numerous uncertainties, and we may
not achieve sufficient revenues to become profitable.  Even if we achieve profitability, we may not sustain or increase
profitability on a quarterly or annual basis in the future.  If we are unable to achieve profitability,
or if our profitability is delayed we may need to seek additional financing to
continue our business operations.  Such
financing could be on terms that are dilutive to our existing stockholders or
could involve the issuance of securities that have rights and preferences that
are senior to those associated with our common stock.  Moreover, if such financing were not available or were available
only upon terms that were unacceptable to us, we could be required to
significantly curtail our operations.

Our future revenues
are unpredictable, our operating results are likely to fluctuate from quarter
to quarter, and if we fail to meet the expectations of securities analysts or
investors, our stock price could decline significantly

Due to our limited operating
history, the emerging nature of the market in which we compete and the high
proportion of our revenues that are derived from consumer traffic on our
website, our future revenues are inherently difficult to forecast.  We believe that period-to-period comparisons
of our operating results may not be meaningful, and you should not rely upon
them as an indication of our future performance.  Moreover, our expense levels are based largely on our investment
plans and estimates of future revenues. 
We may be unable to adjust our spending to compensate for an unexpected
shortfall in revenues.  Accordingly, any
significant shortfall in revenues relative to our planned expenditures would
harm our results of operations and could cause our stock price to fall sharply,
particularly following quarters in which our operating results fail to meet the
expectations of securities analysts or investors.

Factors that may cause fluctuations
in our operating results include the following, many of which are outside our
control:

           We may experience consumer dissatisfaction with our online
marketplace as we add or change features, or as the 
            insurance coverage offered by
participating insurance companies varies;           Consumer traffic on our online
marketplace may decline as a result of the announcement or introduction of 
            a competing online insurance
marketplace or other new websites, products or services offered by our competitors;           Such consumer traffic may also
fluctuate as a result of changes in consumer acceptance of Internet commerce, 
            particularly in connection
with shopping for insurance;           Our revenues may be harmed if we lose
one or more significant insurance company relationships or if any of our 
            participating insurance
companies merge with one another;           Use of the Internet by consumers may
fluctuate due to seasonal factors or other uncontrollable factors affecting 
            consumer behavior and may be
affected by slow Internet performance due to technical problems or traffic
bottlenecks on the 
            network;           Our ability to convert site visits
into transaction fees and/or revenue from insurance agency activities may
fluctuate due 
            to changes in our user
interface or other features on our site or changes in the underwriting criteria
used by our participating 
            insurance companies to
determine which consumers will be offered quotes; and           Our ability to generate transaction fees and/or revenue
from insurance agency activities may also be harmed due 
            to technical difficulties on
our website that hamper a consumer's ability to start or complete a shopping
session.Seasonality affecting insurance shopping and Internet usage
may cause fluctuations in our operating results

We have experienced seasonality in
our business associated with general slowness in the insurance industry during
the year-end holiday period.  We expect
to continue to experience seasonality as our business matures.  Because of this seasonality, investors may
not be able to predict our annual operating results based on a
quarter-to-quarter comparison of our operating results.  We believe seasonality will have an ongoing
impact on our business.

Because a
significant portion of our revenue is attributable to automobile insurance
shopping on our online marketplace, we are especially vulnerable to risks
related to the online market for automobile insurance or the automobile
insurance industry generally

Automobile insurance accounted for
approximately 75%, 78% and 69% of total revenues in the years ended December
31, 1998, 1999 and 2000, respectively, and approximately 65% of total revenues
in the three months ended March 31, 2001. 
We anticipate that automobile insurance will continue to account for a
substantial portion of our revenues for the foreseeable future.  As a result, if we fail to attract a broad
base of consumers to shop for automobile insurance on our site, or if changes
in the automobile insurance industry make electronic commerce a less attractive
means to shop for this type of insurance, our ability to generate revenue will
be reduced and our business will be harmed. 
In addition, our business is likely to be affected by any events or
changes that affect the automobile insurance industry as a whole.

If we are unable to
promote our brand and expand our brand recognition, our ability to draw
consumers to our website will be limited

A number of websites offer services
that are similar to and competitive with the services offered on our online
insurance marketplace.  Therefore, a
positive recognition of our brand is critical to attracting additional
consumers to our website, strengthening our relationships with participating
insurance companies and attracting new insurance companies.  In order to attract and retain consumers and
insurance companies and to promote and maintain our brand, through the first
quarter of 2000, we increased our financial commitment to creating and
maintaining prominent brand awareness. 
Beginning in the second quarter of 2000, our consumer marketing program
has been reduced and currently consists of the maintenance of certain network
online relationships, and other selective cost effective marketing campaigns,
designed to maintain consumer awareness of InsWeb and our online insurance
marketplace.  If our marketing efforts
do not generate a corresponding increase in revenues or we otherwise fail to
successfully promote our brand, or if these efforts require excessive
expenditures, our business will be harmed. 
Moreover, if visitors to our website do not perceive our existing
services or the products and services of our participating insurance companies
to be of high quality, or if we alter or modify our brand image, introduce new
services or enter into new business ventures that are not favorably received,
the value of our brand could be harmed.

Our plans include
new and expanded initiatives which could result in significant expenditures,
and we may not generate sufficient revenue to offset these expenditures

We intend to offer additional services including,
among other things:            performing activities on behalf of
an increased number of insurance companies as an authorized agent;            adding new insurance companies and
helping our existing insurance companies to expand the number of states in 
             which they are offering
coverage in our online marketplace;            working on refining the technology
of our online insurance agency;            increasing the level of technology
integration between our platform and the systems of our participating insurance

             companies; and            continuing our market presence
through relationships with Internet portals, financial institutions, websites
oriented to 
             activities that involve the
purchase of insurance, such as automobile shopping sites, and other online
companies.We may not be able to offer these
new and expanded initiatives in a cost-effective or timely manner, or these
efforts may not increase the overall market acceptance of our products and
services.  Expansion of our operations
in this manner could also require significant additional expenditures and
strain our management, financial and operational resources.  The lack of market acceptance of these
efforts, regulatory issues, or our inability to generate enough revenue from
these expanded services or products to offset their cost could harm our
business.

Competition in the
market for online distribution of insurance is intense, and if we are unable to
compete effectively with current competitors or new competitors that enter the
market, the fees paid to us by participating insurance companies may fall, the
fees charged by online companies with which we have strategic relationships may
rise, and our market share may suffer

The online insurance distribution
market is a new industry and, like the broader electronic commerce market, is
both rapidly evolving and highly competitive. 
Increased competition, particularly by companies offering online
insurance distribution, could reduce the fees we are able to charge our
participating insurance companies or increase the fees we are required to pay
to online companies with which we have strategic relationships, resulting in
reduced margins or loss of market share, any of which could harm our business.
In addition, our current and future competitors may be able to:

            undertake more extensive marketing
campaigns for their brands and services;            devote more resources to website and
systems development;            adopt more aggressive pricing
policies; and            make more attractive offers to
potential employees, online companies and third-party service providers.Accordingly, we may not be able to
maintain or grow consumer traffic to our website and our base of participating
insurance companies, our competitors may grow faster than we do, or companies
with whom we have strategic relationships may discontinue their relationships
with us, any of which would harm our business.

If our participating insurance companies or our insurance
agency do not continue to provide high quality products and service to
consumers, our brand will be harmed and our ability to attract consumers to our
website will be limited

Our ability to maintain a positive
recognition of our brand depends in part on the quality and competitiveness of
the products and services consumers receive from our participating insurance companies
or our insurance agency, including timely response to requests for quotes or
coverage.  If we are unable to provide
consumers with high-quality products and services, the value of our brand may
be harmed and the number of consumers using our services may decline.  We have from time to time received
complaints from consumers who have not received a timely response to a request
for an insurance quote.  Although we
have taken steps to increase responsiveness to consumer requests, these steps
and/or proposed methods may not be successful. 
In addition, if any of our major participating insurance companies were
to discontinue their business, be downgraded by insurance company rating
services or be financially harmed by trends in the insurance industry, our
brand may be harmed.

Our plan to expand
our online insurance agency operations will require significant resources and
we may not be able to generate sufficient revenues to recover our expenses

Since October 1999, InsWeb has been
operating an online insurance agency business in California.  As of April 30, 2001, our online agency
sells automobile policies to consumers in nine states.  Though InsWeb represents eight carriers as
an agent, these carriers do not participate in every state.   Our online agency receives a commission on
the sale and renewal of the automobile insurance polices sold though its
offices.  Our plan to expand our online
agency operations requires that we attract and retain highly skilled sales agents
and customer care personnel.  We will
face competition from other agencies and insurance companies for these
agents.  In addition, we will need
additional carriers to appoint us as an agent and pay us commissions. Although
the agency infrastructure is already in place, integration of additional
carriers into our online agency operations may take more time and be more
expensive than we project.  If we are
unable to implement our expansion in a timely and cost-effective manner, we may
not be able to recover our costs and our business will be harmed.

Because a limited
number of customers account for a majority of our revenues, the loss of a
single customer relationship could result in a substantial drop in our revenues

Revenues
from State Farm, AIG and American Family accounted for approximately 31%, 11%
and 11%, respectively, of our revenues for the year ended December 31,
1999, and revenues from State Farm, AIG, and GE Financial Assurance accounted
for approximately 14%, 11% and 9%, respectively, of our revenues for the year
ended December 31, 2000.  Effective May
1, 2000, State Farm is no longer participating in InsWeb's marketplaces for
auto, term life, homeowners, condominium and renters insurance.  As a result of State Farms withdrawal,
revenues for the second quarter of 2000 from State Farm declined to
approximately 15% of total revenues, and no revenue from State Farm has
subsequently been recognized. For the three months ended March 31, 2001,
revenues from our partnership with eHealthinsurance represented 22% of total
revenues.  As a result of their
termination of this contract in February 2001, no future revenues are expected
to be recognized. Should one or more of our other key insurance company
partners cease to participate in our online marketplace, change its
underwriting criteria or geographic coverage in a way that reduces the
proportion of consumers that are offered quotes from that insurance company, or
suffer a significant decline in its ratings, our operating results could be
materially harmed.  Because of the broad
market presence of some of our participating insurance companies, we expect to
continue to generate a substantial portion of our revenues from a limited
number of insurance companies for the foreseeable future.  Although InsWeb continually seeks new
carriers to participate in the online marketplace, we may be unable to add any
new carriers.

In most
jurisdictions, we rely on the participation of a limited number of insurance
companies on our online marketplace, and the loss of any of these insurance
companies could make our online marketplace less attractive to consumers

Consumer demand for the services
offered on our website in any jurisdiction is substantially dependent upon the
participation of competing brand-name insurance companies offering competitive
quotes for a given insurance product in that jurisdiction.  Accordingly, the success of our business
depends on our ability to attract and retain well-known insurance companies to
participate in our marketplace. 
Although we currently have relationships with a significant number of
insurance companies overall, in individual jurisdictions where competing quotes
for comparable products are available on our online marketplace, the number of
companies offering quotes ranges from one to 15.  If we are unable to increase the number of insurance companies
that participate in our online marketplace, particularly in the jurisdictions
where we currently offer comparable insurance products from only three or fewer
insurance companies, we may not be able to attract additional consumers or may
lose our existing consumers to other online competitors offering a wider
variety of insurance companies.  At
March 31, 2001, there were 17 jurisdictions in which three or fewer insurance
companies were offering automobile insurance quotes on our online
marketplace.  No automobile insurance
quotes are available in New Jersey, and as of March 31, 2001, there were seven
jurisdictions in which only one insurance company is offering automobile quotes
on our online marketplace.  If any
insurance company participating in a number of jurisdictions discontinued or
significantly reduced its participation in our online marketplace, the
attractiveness of the marketplace to consumers in these jurisdictions would be
diminished.

In addition, we believe that there
is a general trend toward consolidation in the insurance industry.  In the jurisdictions where we currently
offer comparable insurance products from three or fewer insurance companies,
the loss of one or more of these companies, whether due to industry
consolidation or otherwise, could materially reduce the selection of insurance
companies available to consumers on our website, thereby substantially reducing
the attraction of our online marketplace to consumers.

We may have
difficulty integrating new insurance companies into our online marketplace or
agency operations, which could harm our ability to offer improved comparison
shopping opportunities and thus limit the attractiveness of our service to
consumers

Integration of an insurance company into
our online marketplace requires a significant commitment of time and resources
on our part and on the part of the insurance company, and is a technologically
difficult process.  This integration
process typically takes from three to six months to complete and typically
requires us to expend between 160 and 2,000 man-hours.  To develop company-sponsored quotes for
consumers, the integration requires either the development of a customized
interface with the carriers own rating system, accessing a third party rating
engine of the carriers choice, or adding the carriers rating information into
InsWebs proprietary rating engines. 
Though integration into our agency operations may require fewer
resources to implement than integration of an insurance company into our online
marketplace, potential participating insurance companies may not be willing to
invest the time and resources necessary to achieve this integration, or we may
not be able to overcome the technological difficulties associated with, or
devote the time and resources necessary to, successfully integrate the
insurance company into our online marketplace or our agency operations.

We do not have
exclusive relationships or long-term contracts with insurance companies, which
may limit our ability to retain these insurance companies as participants in
our marketplace and maintain the attractiveness of our services to consumers

We
do not have an exclusive relationship with any of the insurance companies whose
insurance products are offered on our online marketplace, and thus, consumers
may obtain quotes and coverage from these insurance companies without using our
website.  Our participating insurance
companies offer their products directly to consumers through insurance agents,
mass marketing campaigns or through other traditional methods of insurance
distribution.  These insurance companies
can also offer their products and services over the Internet, either directly
to consumers or through one or more of our online competitors, or both.  In addition, most of our agreements with our
participating insurance companies are cancelable at the option of either party
upon 90 days' notice or less.

The outcome and impact of litigation with our former health
insurance provider is uncertain and could harm our business

In April 2000, InsWeb and
eHealthInsurance signed a two-year online distribution agreement by which
eHealthInsurance became the exclusive provider of individual health,
small-group health and Medicare supplement insurance quotes to InsWeb's users
through a co-branded website. In February 2001, eHealthInsurance disabled the
co-branded website and filed suit in the U.S. District Court for the Northern
District of California alleging InsWeb's failure to perform its obligations
under the agreement. In March 2001, eHealthinsurance amended its suit by
further adding allegations that InsWeb interfered with its business
relationships. The complaint as amended seeks unspecified compensatory and
punitive damages. InsWeb filed a countersuit in March 2001 alleging that
eHealthInsurance wrongfully terminated the linking agreement and pursued a
course of conduct aimed at damaging InsWeb's business.

The outcome of the claims against
InsWeb is uncertain and could result in a significant judgment against InsWeb.
Although InsWeb maintains customary types of insurance, these policies may not
provide adequate coverage for the types of claims asserted by eHealthInsurance.
Our business would be harmed if a significant portion of our assets were
required to satisfy an adverse judgment. Moreover, an adverse judgment could
damage our reputation and make it more difficult to maintain or expand our
business relationships.

Traffic on our
website is heavily dependent on our online relationships. These relationships
may not generate sufficient revenues to justify the fees we pay to online
companies. Further, our consumer traffic may decline in the event an online
relationship is unsuccessful

We
rely on relationships with a variety of Internet portals, financial
institutions, and other online companies to attract consumers to our
website.  In a typical arrangement, the
online company includes a "link" on its website on which a user can
click to jump to our website or to a site that we operate under the online
company's name; as part of the arrangement, we typically pay the online company
a portion of the resulting transaction fees and in some cases a fixed fee.  These relationships may not continue to
generate a substantial amount of new traffic on our website, or the revenues
generated by these relationships may be insufficient to justify our payment
obligations.  Furthermore, the value of
these relationships is based on the continued positive market presence,
reputation and growth of these online companies' websites and services.  Any decline in the market presence, business
or reputation of these online companies' websites and services will reduce the
value of these relationships to us and could harm our business.

We
have entered into exclusive arrangements with Yahoo! Inc. and MSN under
which our website is the exclusive insurance site included in their
website.  We have also entered into a
significant marketing agreement with AOL. 
In January 2001 we entered into an agreement with Intuit, Inc by which
InsWeb will serve as the exclusive aggregator of online consumer insurance
services for Quicken.com®, QuickenInsurance and certain Quicken consumer
desktop products. For the quarter ended March 31,
2001 and 2000, we received approximately 36.3% and 14.4% of our website traffic
from these online relationships and 80.7% and 76.3% from all of our online
relationships combined, respectively. 
For the years ended December 31, 2000 and 1999, we received
approximately 24.5% and 10.1% of our website traffic from these online
relationships, respectively, and approximately 47.5% and 33.7% of our traffic
from all of our online relationships combined, respectively.  Our ability to increase our revenues will
depend, in part, on increased traffic to our website that we expect to generate
through these significant online relationships.

Most
of our relationships with online companies, excluding Yahoo!, MSN, AOL and
Intuit, typically have a 12-month term with automatic renewal except where
either party declines to renew.  In
addition, these agreements are typically terminable by either party on 30 to
90 days' notice.  We may not be
able to negotiate or renew marketing agreements with online companies on terms
that are acceptable to us.  The
termination, non-renewal or renewal on unfavorable terms of a relationship from
which we generate significant traffic to our website would harm our
business.  If the recent trend of
failing online companies continues, the traffic currently being received as
well as the ability to attract new consumer traffic to our site could be
harmed.  Additionally, an online
company's failure to maintain efficient and uninterrupted operation of its
computer and communications hardware systems would likely reduce the amount of
traffic we receive at our site, harming our business.

Laws and regulations
that govern the insurance industry could expose us, or our participating
insurance companies, our officers, or agents with whom we contract, to legal
penalties if we fail to comply, and could require changes to our business

We perform functions for licensed
insurance companies and are, therefore, required to comply with a complex set
of rules and regulations that often vary from state to state.  If we fail to comply with these rules and
regulations, we, an insurance company doing business with us, our officers, or
agents with whom we contract, could be subject to various sanctions, including
censure, fines, a cease-and-desist order or other penalties.  This risk, as well as changes in the
regulatory climate or the enforcement or interpretation of existing laws, could
expose us to additional costs, including indemnification of participating
insurance companies for their costs, and could require changes to our business
or otherwise harm our business.  Furthermore,
because the application of online commerce to the consumer insurance market is
relatively new, the impact of current or future regulations on InsWeb's
business is difficult to anticipate.

The recently enacted
Gramm-Leach-Bliley Act may alter the traditional structure of insurance regulation
and impose new or additional legal requirements on our business

The
November 1999 passage of the Gramm-Leach-Bliley Act (S.900) increased the
potential for significant changes in the structure and regulation of the
insurance industry.  Traditionally, regulation
of insurance has been almost exclusively the province of the states, including
regulation of sales practices, underwriting requirements and claims
payments.  Moreover, with limited
exceptions, securities firms and banking institutions historically were
prohibited from engaging in the business of insurance, and were regulated by
federal agencies.  The
Gramm-Leach-Bliley Act eliminated these legislative barriers between segments
of the financial services industry. 
Although insurance will still be regulated primarily by the states,
insurance entities that become part of a financial services institution may be
indirectly affected by the federal regulatory requirements pertaining to banks
or securities firms.

The intended
expansion of our business, including, in particular, our agency activities,
will subject us to additional regulations which may delay or prevent our
expansion and harm our business

Over
time, we intend to expand our operations to include new products and services
and to offer existing and new products in new jurisdictions, which may require
us to comply with additional laws and regulations.  If we fail to adequately comply with these laws and regulations,
our ability to offer some of our products or services in a particular
jurisdiction could be delayed or prevented and our business could be
harmed.  Compliance with these laws and
regulations and those of other jurisdictions into which we expand may require
us to obtain appropriate business licenses, make necessary filings and obtain necessary
bonds, appoint foreign agents and make periodic business reports.

If we are unable to
safeguard the security and privacy of consumers' and participating insurance
companies' confidential data, consumers and insurance companies may not use our
services and our business may be harmed

A
significant barrier to electronic commerce and communications is the secure
transmission of personally identifiable information of Internet users as well
as other confidential information over public networks.  If any compromise or breach of security were
to occur, it could harm our reputation and expose us to possible
liability.  A party who is able to
circumvent our security measures could misappropriate proprietary information
or cause interruptions in our operations. 
We may be required to make significant expenditures to protect against
security breaches or to alleviate problems caused by any breaches.  To date, we have experienced no breaches in
our network security.  We rely on
encryption and authentication technology licensed from third parties to provide
the security and authentication necessary to effect secure transmission of
confidential information, such as names, addresses, Social Security and credit
card numbers, user names and passwords and insurance company rate
information.  Advances in computer
capabilities, new discoveries in the field of cryptography, or other events or
developments could result in a compromise or breach of the algorithms we use to
protect consumers' and insurance companies' confidential information.

Uncertainty in the
marketplace regarding the use of Internet users' personal information, or
proposed legislation limiting such use, could reduce demand for our services
and result in increased expenses

Concern
among consumers and legislators regarding the use of personal information
gathered from Internet users could create uncertainty in the marketplace.  This could reduce demand for our services,
increase the cost of doing business as a result of litigation costs or
increased service delivery costs, or otherwise harm our business.  Legislation has been proposed at both the
federal and state levels that would limit the uses of personally identifiable
information of Internet users gathered online or require online services to
establish privacy policies.  In
addition, the Federal Trade Commission has adopted regulations affecting the
information gathering practices of online companies, and it has brought suit
against several high profile companies for failing to adhere to the privacy
policies posted on their websites.  Many
state insurance codes limit the collection and use of personal information by
insurance companies, agents, or insurance service organizations.  Failure to adhere to the growing body of
privacy regulations could result in administrative actions or private
litigation and harm our business.

System failures could reduce or limit traffic on our website
and harm our ability to generate revenue

Since
launching our online marketplace, we have experienced occasional minor system failures
or outages which have resulted in the online marketplace being out of service
for a period ranging from several minutes to three hours while our technicians
brought backup systems online.  We may
experience further system failures or outages in the future that could disrupt
the operation of our website and could harm our business.  Our revenues depend in large part on the
volume of traffic on our website and, more particularly, on the number of
insurance quotes generated by our website in response to consumer
inquiries.  Accordingly, the
performance, reliability and availability of our website, quote-generating
systems and network infrastructure are critical to our reputation and our
ability to attract a high volume of traffic to our website and to attract and
retain participating insurance companies. 
Moreover, we believe that consumers who have a negative experience with
an electronic commerce website may be reluctant to return to that site.  Thus, a significant failure or outage
affecting our systems could result in severe long-term damage to our business.

Our website may not
perform at levels that are satisfactory to consumers

We
are continually enhancing and expanding our technology, quote generating
systems, network infrastructure and other technologies to accommodate the
volume of traffic on our website.  We
may be unsuccessful in these efforts or we may be unable to accurately project
the rate or timing in the volume of traffic on our website.  In addition, we cannot predict whether
additional network capacity will be available from third party suppliers as we
need it.  Also, our network or our
suppliers' networks might be unable to timely achieve or maintain a
sufficiently high capacity of data transmission to timely process orders or
effectively download data, especially if our website traffic increases.  Our failure to achieve or maintain high
capacity data transmission could significantly reduce consumer demand for our
services.

Our facilities and
systems are vulnerable to natural disasters and other unexpected losses, and we
may not have adequate insurance to cover such losses

Our
computer hardware operations are located in leased facilities in Gold River,
California.  A full backup system is
located in Irvine, California.   If both
of these locations experienced a system failure, the performance of our website
would be harmed.  These systems are also
vulnerable to damage from fire, power loss, telecommunications failures,
break-ins, natural disasters and similar events.  If we seek to replicate our systems at other locations, we will
face a number of technical challenges, particularly with respect to database
replications, which we may not be able to address successfully.  Although we carry property and business
interruption insurance, our coverage may not be adequate to compensate us for
all losses that may occur.  Our servers
may also be vulnerable to computer viruses, physical or electronic break-ins
and similar disruptions.

We may experience
technological problems or service interruptions with individual insurance
companies, which could harm the quality of service on our website

Several
of our participating insurance companies have chosen a technical solution that
requires that our Web servers communicate with these insurance companies' computer
systems in order to perform the underwriting and risk analysis and rating
functions required to generate quotes. 
Thus, the availability of quotes from a given insurance company may
depend in large part upon the reliability of that insurance company's own
computer systems, over which we have no control.  A malfunction in an insurance company's computer system or in the
Internet connection between our Web servers and the insurance company's system,
or an excess of data traffic on that system, could result in a delay in the
delivery of e-mail quotes or could cause an insurance company that provides
instant quotes to go offline until the problem can be remedied.  Moreover, the malfunction could cause the
carrier to dispute the number of leads it received from InsWeb.  Further, a computer malfunction could cause
an insurance company to quote erroneous rates, in which case the insurance
company would be required to take itself offline until the malfunction can be
corrected.  Any technological problems
with or interruption of communications with an insurance company's computer
systems could materially reduce the number of competing insurance companies
available to provide quotes, and therefore the level of service perceived by
consumers, on our online marketplace.

Our recent reduction
in force and planned future growth has placed a significant strain on our
management, systems and resources, and we may experience difficulties in
managing our operations in the future

Through
the quarter ended March 31, 2000, we experienced growth and expansion that
placed a strain on our administrative, operational and financial resources and
increased demands on our systems and controls. 
As a result of our restructuring plan, however, our workforce declined
by approximately 52% between April 2000 and December 31, 2000.  This reduction has occurred through a
combination of InsWeb initiated terminations and voluntary resignations.  If our management is unable to manage our
resources effectively, our business will be harmed.  This prior growth and subsequent reduction in force has resulted
in a continuing increase in the level of responsibility for our management
personnel.  We anticipate that our
continued operations will require us to retain our current personnel and to
recruit, hire, train and retain new managerial, technical, sales and marketing
personnel based on the attrition of our current employee base.  Our ability to manage our operations
successfully will also require us to improve our operational, management and
financial systems and controls on a timely basis.

We rely on the
services of our executive officers and other key personnel, whose knowledge of
our business and the insurance industry and technical expertise would be
extremely difficult to replace

Our
future success is substantially dependent on the continued services and
continuing contributions of our senior management and other key personnel,
particularly Hussein A. Enan, our Chairman and Chief Executive Officer; and
Mark P. Guthrie, our President, Chief Operating Officer and Chief Financial
Officer (acting).  The loss of the
services of any of our executive officers or other key employees could harm our
business.

We
have no long-term employment agreements with any of our key personnel other
than Mr. Enan, whose employment agreement expires in July 2002.  We maintain a $2 million life insurance
policy on Mr. Enan that names us as the beneficiary, but maintain no
similar insurance on any of our other key employees.  Additionally, InsWeb granted stock options as incentives to
executive officers and new employees, including Mr. Guthrie, and certain other
key personnel.  As the value of these
incentives are highly dependent on an increase in the market price of our
common stock, we may be unable to retain such key employees, nor retain or
recruit other officers and key employees in the future.

Because of
competition for personnel, we may not be able to recruit or retain necessary
personnel, which could slow the process of adding new insurance companies to
our website or otherwise harm our business

Our
future success depends on our continuing ability to attract, retain and
motivate highly skilled employees, particularly with respect to technology
development and implementation, including integration of insurance companies
into our online marketplace.  If we are
not able to attract and retain new personnel, particularly to expand our
technology development and implementation team, our business will be harmed.  The implementation of new insurance
companies on our site is a technologically complex and labor-intensive
process.  Accordingly, any difficulty we
face in attracting and retaining talented development and implementation
personnel could slow the process of adding new insurance companies to our
online marketplace and therefore limit our ability to increase the
attractiveness of our services to consumers. 
Given the current competition for personnel, we may be unable to retain
our key employees or attract, assimilate or retain other highly qualified
employees in the future.  We have from
time to time experienced, and we may experience in the future, difficulty in
hiring and retaining employees with appropriate qualifications.

If the Internet does not continue to develop and reliably
support the demands placed on it by electronic commerce and other high volume
applications, our business will suffer

The
Internet may not become a viable medium for commerce or comparison insurance
shopping for a number of reasons, including potentially inadequate development
of the necessary network infrastructure or delayed development of enabling
technologies and performance improvements. 
If the Internet continues to experience significant growth in the number
of users, levels of traffic or networks' capacities for transmitting large amounts
of data, the Internet's infrastructure may not be able to support the demands
placed upon it.  The Internet has
experienced a variety of outages and other delays as a result of damage to
portions of its infrastructure, and it could face additional outages and delays
in the future.  These outages and delays
could reduce the level of traffic and therefore the number of consumer
insurance inquiries on our website.  In
addition, the Internet could lose its viability due to delays in the
development or adoption of new standards and protocols required to handle
increased levels of Internet activity, or due to increased governmental
regulation.  Changes in or insufficient
availability of telecommunications services to support the Internet could also
result in slower response times and reduced use of the Internet.

Regulation of the
Internet is unsettled, and future regulations could inhibit the growth of the
Internet and otherwise harm our business

The
laws governing the Internet remain largely unsettled, even in areas where there
has been some legislative action. 
Furthermore, the growth and development of the market for electronic
commerce may prompt the enactment of more stringent consumer protection laws
that may impose additional burdens on companies conducting business
online.  The adoption of additional laws
or regulations may inhibit the growth of the Internet as a medium for commerce
and comparison insurance shopping, which could, in turn, decrease demand for our
services, increase our cost of doing business, or otherwise harm our
business.  In addition, applicability to
the Internet of existing laws governing issues including property ownership,
copyrights and other intellectual property issues, taxation, libel and personal
privacy is uncertain.  The vast majority
of these laws were adopted prior to the advent of the Internet and related
technologies and, as a result, do not contemplate or address the unique issues
of the Internet and related technologies.

Our international
operations are subject to various risks

As
of March 31, 2001, our international operations consist of activities with and
through our joint venture partner, InsWeb Japan K.K. (of which we currently own
a 25% equity interest) to develop and maintain an online insurance marketplace
in Japan.  Though our foreign operations
are limited they are subject to other inherent risks, including:

            the impact of recessions in foreign
economies on the level of consumers' insurance shopping and purchasing
behavior;            greater difficulty in accounts receivable
collection and longer collection periods;            unexpected changes in regulatory
requirements, particularly with respect to the insurance industry;            difficulties and costs of staffing
and managing foreign operations;            reduced protection for intellectual
property rights in some countries;            potentially adverse tax
consequences; and            political and economic instability.Any acquisitions
that we undertake could be difficult to integrate, disrupt our business, dilute
stockholder value and harm our operating results

We
may acquire or make investments in complementary businesses, technologies,
services or products if appropriate opportunities arise.  For example, in December 1998, we
acquired Benelytics, Inc., a developer of employee health benefits selection
and management software and reference data products.  The process of integrating any acquired business, technology,
service or product into our business and operations may result in unforeseen
operating difficulties and expenditures. 
Integration of an acquired company also may consume much of our
management's time and attention that would otherwise be available for ongoing
development of our business.  Moreover,
the anticipated benefits of any acquisition may not be realized.  We may be unable to identify, negotiate or
finance future acquisitions successfully, or to integrate successfully any
acquisitions with our current business. 
Future acquisitions could result in potentially dilutive issuances of
equity securities or the incurrence of debt, contingent liabilities or
amortization expenses related to goodwill and other intangible assets, any of
which could harm our business.  For
example, in connection with the Benelytics acquisition, we recorded
$7.3 million in goodwill, and $1.4 million to software and other
intangible assets.  In the second
quarter of 2000, we wrote off the remainder of the goodwill from the Benelytics
acquisition.  In January 2001, we
acquired certain assets of Intuit Insurance Services for approximately 7.0
million shares or approximately 19.9% of the then outstanding shares of InsWeb.
In conjunction with this agreement we recorded approximately $13.1 million in
goodwill and other intangible assets which will be amortized to expense over
the five years.

We may be unable to protect our intellectual property rights

We
regard our intellectual property as critical to our success.  We rely on trademark, copyright and trade
secret laws to protect our proprietary rights. 
We have registered the INSWEB mark in the United States, Japan, France,
Germany, South Korea, Japan and the United Kingdom and applications are pending
in several other countries.  Other
United States and worldwide trademark applications include, but are not limited
to, eAgent, InsWeb.com, Powered by InsWeb, and Where You and Your Insurance
Really Click.  We have patent
applications on file in the United States. 
Our trademark registration and patent applications may not be approved
or granted, or, if granted, may be successfully challenged by others or
invalidated through administrative process or litigation. Notwithstanding these
laws, we may be unsuccessful in protecting our intellectual property rights or
in obtaining patents or registered trademarks for which we apply.

We may be subject to
claims for infringement of intellectual property, with or without merit, which
could be costly to defend or settle

We
may from time to time be subject to claims of infringement of other parties'
proprietary rights or claims that our own trademarks, patents or other
intellectual property rights are invalid. 
We have been subject to infringement claims in the ordinary course of
business, including claims of alleged infringement of the patent and trademark
rights of third parties by us and companies with which we have business
relationships.  Any claims of this type,
with or without merit, could be time-consuming to defend, result in costly
litigation, divert management attention and resources or require us to enter
into royalty or license agreements. 
License agreements may not be available on reasonable terms, if at all,
and the assertion or prosecution of any infringement claims could significantly
harm our business.

We incorporate
third-party technologies and services into our online marketplace, and if the
providers of these technologies and services fail in a timely manner to
develop, license or support technology necessary to our services, market
acceptance of our online marketplace could be harmed

We
have incorporated technology developed by third parties into our online
marketplace, and we will continue to incorporate third-party technology in our
future products and services.  We have
limited control over whether or when these third-party technologies will be
developed or enhanced. If a third-party fails to timely develop, license or
support technology necessary to our services, market acceptance of our online
marketplace could be harmed.

Our stock price has fluctuated widely, and Internet stocks in
general have been extremely volatile

The
trading price of our common stock has been highly volatile and may be
significantly affected by factors including actual or anticipated fluctuations
in our operating results, new products or new contracts by us or our
competitors, loss of key customers, conditions and trends in the electronic commerce
and insurance industries, changes in financial estimates by securities
analysts, general market conditions and other factors.  The trading prices of many Internet stocks
have experienced extreme price and volume fluctuations.  These fluctuations often have been unrelated
or disproportionate to the operating performance of these companies.  These fluctuations may continue and could
harm our stock price. Any negative change in the public's perception of the prospects
of Internet or electronic commerce companies could also depress our stock price
regardless of our results.

Delaware law and our
charter documents contain provisions that could discourage or prevent a
potential takeover, even if such a transaction would be beneficial to our
stockholders

Provisions
of Delaware law and our certificate of incorporation and bylaws could make more
difficult the acquisition of us by means of a tender offer, a proxy contest, or
otherwise, and the removal of incumbent officers and directors.

ITEM 3.QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

InsWeb is exposed to financial
market risks including changes in interest rates and, to a lesser degree,
foreign currency exchange rates.  The
fair value of InsWeb's investment portfolio or related income would not be
significantly affected by either a 10% increase or decrease in interest rates
due mainly to the short term nature of the major portion of InsWeb's investment
portfolio.  InsWeb's interest income is
sensitive to changes in the general level of U.S. interest rates, because all
of our funds are invested in instruments with maturities less than one
year.  InsWeb's policy is to limit the
risk of principal loss and ensure the safety of invested funds by limiting market
and credit risk.  Funds in excess of
current operating requirements are invested in obligations of the U.S.
government and its agencies and investment grade obligations of state and local
governments and large corporations.

The table below represents carrying
amounts and related weighted-average interest rates by year of maturity of
InsWeb's investment portfolio at March 31, 2001:



2001
  Total(In thousands, except interest rates)Cash and money market funds
  $4,398
  $4,398Average interest rate
  5.4%
  5.4%Investments
  $42,173
  $42,173Average interest rate
  5.3%
  5.3%Total
  $46,571
  $46,571Average interest rate
  5.3%
  5.3%



InsWeb's revenue and capital
spending is transacted in U.S. dollars. 
As discussed in the notes to the condensed consolidated financial statements,
InsWeb investment in InsWeb Japan K.K. and the note payable to strategic
partner and shareholder is denominated in Japanese Yen.  InsWeb has not engaged in hedging
transactions to reduce its exposure to fluctuations that may arise from changes
in foreign exchange rates.  Based on
InsWeb's overall currency rate exposure at March 31, 2001 a near-term 10%
appreciation or depreciation would have an immaterial affect on InsWeb's
operating results or financial condition.

PART II: OTHER INFORMATIONITEM 6.   EXHIBITS AND
REPORTS ON FORM 8-K

(a)              Exhibits:2.1
  Asset
  Purchase Agreement, dated as of November 25, 2000, by and between InsWeb
  Corporation, a Delaware corporation, Intuit Insurance Services Inc., a
  Virginia corporation, and Intuit Inc., a Delaware corporation.2.2
  License
  and Distribution Agreement, entered into as of January 24, 2001, between
  InsWeb Corporation, a Delaware corporation, and Intuit Inc., a Delaware
  corporation.

(b)              Reports on Form 8-K:Current report on Form 8-K dated
January 24, 2001, announcing InsWebs successful acquisition from Intuit of
certain assets and related liabilities associated with an online insurance
shopping and purchasing service operated by Intuit Insurance Services, Inc. a
wholly owned subsidiary of Intuit.Current report on Form 8-K dated
February 21, 2001, relating to the temporary suspension of online health
insurance services due to the unilateral termination by eHealthInsurance of the
parties two-year online distribution agreement.

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



Dated: May 14, 2001
  INSWEB CORPORATION(Registrant)/s/ Mark P. GuthrieMark P. GuthriePresident,
  Chief Operating OfficerINSWEB CORPORATIONEXHIBITS
TO
FORM 10-Q QUARTERLY REPORT
FOR THE QUARTER ENDED
MARCH 31, 2001





ExhibitNumber
  
  Description
  of Document2.1+
  
  Asset
  Purchase Agreement, dated as of November 25, 2000, by and between InsWeb
  Corporation, a Delaware corporation, Intuit Insurance Services Inc., a
  Virginia corporation, and Intuit Inc., a Delaware corporation.(1)2.2+
  
  License
  and Distribution Agreement, entered into as of January 24, 2001, between
  InsWeb Corporation, a Delaware corporation, and Intuit Inc., a Delaware
  corporation.(1)(1) Previously filed with InsWebs
Registration Statement on Form 8-K on February 8, 2001.

+Confidential treatment has been granted as to a portion
of this Exhibit.