UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1999
                               ------------------

                                       or

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from                             to
                              ----------------------------   ----------------

Commission File Number: 333-72667


                               MapQuest.com, Inc.
                   ------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                                           36-3949110
           --------                                           ----------
(State or other jurisdiction of                        (I.R.S. Employer ID No.)
 incorporation or organization)


               3710 Hempland Road, Mountville, Pennsylvania 17554
               --------------------------------------------------
                    (Address of principal executive offices)


                                  (717) 285-8500
                                  --------------
              (Registrant's telephone number, including area code)


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


<PAGE>


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


         ALTHOUGH THE REGISTRANT  HAS FILED ALL REPORTS  REQUIRED TO BE FILED BY
SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE  ACT OF 1934  DURING THE PERIOD
THAT THE  REGISTRANT  WAS REQUIRED TO FILE SUCH REPORTS,  THE REGISTRANT DID NOT
BECOME SUBJECT TO SUCH FILING  REQUIREMENTS  UNTIL THE  REGISTRATION  OF CERTAIN
SHARES OF ITS COMMON STOCK PURSUANT TO A REGISTRATION  STATEMENT ON FORM S1 (THE
"REGISTRATION  STATEMENT") WAS DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE
COMMISSION ON MAY 3, 1999.

         The number of shares outstanding of the Registrant's  classes of common
stock as of September 30, 1999 was 33,572,562.



                                       2
<PAGE>


                               MAPQUEST.COM, INC.

                                      INDEX
                                                                           PAGE
                                                                           ----


INDEX                                                                        3

PART I.  FINANCIAL INFORMATION:                                              4

      ITEM 1.  Financial Statements:                                         4

               Balance Sheets as of December 31, 1998
               and September 30, 1999 (unaudited)                            4

               Unaudited Statements of Operations for
               the three months ended September 30, 1998 and 1999
               and the nine months ended September 30, 1998 and 1999         6

               Unaudited Statements of Cash Flows
               for the nine months ended September 30, 1998 and 1999         7

               Notes to Unaudited Interim Financial
               Statements                                                    9

      ITEM 2.  Management's Discussion and Analysis of Financial
               Condition and Results of Operations                          15

      ITEM 3.  Quantitative and Qualitative Disclosure About
               Market Risk                                                  23


PART II. OTHER INFORMATION:                                                 24

      ITEM 1.  Legal Proceedings                                            24

      ITEM 2.  Changes in Securities and Use of Proceeds                    24

      ITEM 3.  Defaults Upon Senior Securities                              24

      ITEM 4.  Submission of Matters to a Vote of Security Holders          25

      ITEM 5.  Other Information                                            25

      ITEM 6.  Exhibits and Reports on Form 8K                              25

      ITEM 7.  Signatures                                                   26



                                       3
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.

                               MAPQUEST.COM, INC.
                                 BALANCE SHEETS
               (in thousands, except share and per share amounts)

<TABLE>
<CAPTION>
                                                                                     December 31,        September 30,
                                                                                        1998                1999
                                                                                                         (unaudited)
                                                                                     ---------------------------------
<S>                                                                                       <C>                  <C>
                                  ASSETS
Current assets:

    Cash and cash equivalents                                                             $ 564            $ 29,685

    Short term investments                                                                    -              17,940

    Accounts receivable, net of allowance for doubtful accounts                           6,647               9,840
    (1998--$470; 1999-$580)

    Accounts receivable - affiliates                                                        128                 707

    Inventories                                                                           1,365               1,126

    Contract work in progress                                                               147                 231

   Prepaid expenses and other current assets                                                482               1,684
                                                                                     ---------------------------------
         Total current assets                                                             9,333              61,213


Property and equipment, net of accumulated depreciation                                   1,844               4,488
    (1998--$3,433; 1999--$4,455)

Goodwill, net                                                                               178                155

Other assets                                                                                 95                825
                                                                                     ---------------------------------
         Total assets                                                                    $11,450            $66,681
                                                                                     =================================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:

    Accounts payable                                                                     $1,715              $2,719

    Current portion of note payable                                                          48                   5

    Accrued personnel costs                                                                 562               1,231



</TABLE>

                                        4
<PAGE>

<TABLE>
<CAPTION>
                                                                                     December 31,        September 30,
                                                                                        1998                1999
                                                                                     ---------------------------------
                                                                                                           (unaudited)
  <S>                                                                                    <C>                 <C>

    Advance billings on contracts                                                           498                 686

    Deferred revenue                                                                      1,208               2,434

    Other accrued liabilities                                                             1,001               2,411
                                                                                     ---------------------------------
         Total current liabilities                                                        5,032               9,486
                                                                                     ---------------------------------

Convertible Redeemable Preferred Stock - Series A, voting, $1.00 per
    share redemption value, aggregate liquidation preference of $6,550
    in 1998:

    Issued and outstanding shares, 6,550,000 in 1998                                      6,550                   -


Cumulative Redeemable Preferred Stock - Series B, nonvoting, $6.15 per
    share redemption value, aggregate liquidation preference of $8,332
    in 1998:

    Issued and outstanding shares, 1,354,802 in 1998                                      8,332                   -

Convertible Redeemable Preferred Stock - Series C, voting, $3.51 per
    share redemption value, aggregate liquidation preference of
    $12,268 in 1998:

    Issued and outstanding shares, 3,495,354 in 1998                                     11,595                   -

Notes receivable arising from issuance of preferred stock                                 (291)                   -

Stockholders' equity (deficit):

    Preferred Stock - $.01 par value:                                                         -                   -
         Authorized shares 5,000,000 in 1999
         Issued and outstanding shares, none in 1999

    Common stock - $.001 par value:                                                           -                   34
         Authorized shares - 100,000,000
         Issued and outstanding shares, 336,028 in 1998 and 33,572,562
         in 1999

    Notes receivable for common stock                                                         -                (224)

    Additional paid in capital                                                              140              88,246

    Retained deficit                                                                    (19,908)            (30,861)
                                                                                     -------------------------------

         Total stockholders' equity (deficit)                                           (19,768)             57,195
                                                                                     -------------------------------
         Total liabilities and stockholders' equity (deficit)                           $11,450             $66,681
                                                                                     ===============================

</TABLE>

See accompanying notes to the financial statements.


                                       5

<PAGE>


                               MAPQUEST.COM, INC.
                            STATEMENTS OF OPERATIONS
                                   (unaudited)
               (in thousands, except share and per share amounts)

<TABLE>
<CAPTION>

                                                           Three months ended           Nine months ended
                                                              September 30                September 30
                                                    ----------------------------  ------------------------------
                                                           1998           1999          1998              1999
                                                    ----------------------------  ------------------------------
<S>                                                         <C>            <C>           <C>             <C>
Revenues
  Business                                          $      1,834     $    4,066   $     4,888       $    8,538
  Consumer                                                   245          1,819           796            4,355
                                                    ----------------------------  -----------------------------
  Total business and consumer revenues                     2,079          5,885         5,684           12,893

  Digital mapping                                          3,896           3,942       12,163           10,500
                                                    ----------------------------  -----------------------------
       Total revenues                                      5,975           9,827       17,847           23,393


Cost of revenues
  Business and consumer                                    1,391           2,659        3,535            6,906
  Digital mapping                                          2,892           3,131        9,020            8,170
                                                      --------------------------  -----------------------------
       Total cost of revenues                              4,283           5,790       12,555           15,076
                                                      --------------------------  -----------------------------

Gross profit                                               1,692           4,037        5,292            8,317

Operating expenses
  Sales and marketing                                      1,163           5,791        3,713           12,965
  Product development                                        728           1,732        2,418            3,836
  General and administrative                                 529           1,393        1,521            3,328
                                                     ----------------------------  -----------------------------
       Total operating expenses                            2,420           8,916        7,652           20,129
                                                     ----------------------------  -----------------------------
Operating loss                                              (728)         (4,879)      (2,360)         (11,812)



Interest income and expense, net                               8             720           45            1,039
Other income                                                 117              93          234              186
                                                     ----------------------------  ----------------------------
Loss before provision for income taxes                      (603)         (4,066)      (2,081)         (10,587)

Provision for income taxes                                     -               -            -                1
                                                     ----------------------------  -----------------------------
       Net Loss                                      $      (603)   $     (4,066)  $   (2,081)      $   (10,588)

Less preferred stock dividends and accretion                (300)              -         (629)             (378)
                                                     ----------------------------  -----------------------------
Net loss applicable to common stockholders           $      (903)   $     (4,066)  $   (2,710)      $   (10,966)
                                                     ============================  =============================

Basic and diluted loss per share                     $     (2.69)   $      (0.12)  $    (8.75)      $     (0.60)

Shares used to compute basic and diluted loss
  per share                                              335,201      33,004,162      309,569         18,195,328

Pro forma basic and diluted loss per share           $     (0.02)   $      (0.12)        (.07)      $       (.35)

Shares used to compute pro forma basic and
  diluted loss per share                              28,013,156      33,004,162   27,987,524         30,673,976


See accompanying notes to the financial statements.
</TABLE>


                                       6

<PAGE>


                               MAPQUEST.COM, INC.
                            STATEMENTS OF CASH FLOWS
                                   (unaudited)
                                 (in thousands)


                                                        Nine months ended
                                                          September 30
                                                 ------------------------------
                                                    1998                1999
                                                 ------------------------------

OPERATING ACTIVITIES

Net loss                                         $  (2,081)         $  (10,588)

Adjustments to reconcile net loss to net cash
  used in operating activities:

Depreciation                                           909               1,022

Amortization                                            23                  92

Provision for doubtful accounts                        121                 110

Compensation expense recognized                         38                   -

Equity in earnings of joint venture                    (60)                (73)
(Gain) on disposal of property and equipment            (1)                  -


Changes in operating assets and liabilities:
    Accounts receivable                                (166)            (3,303)
    Accounts receivable - affiliates                     (9)              (579)
    Inventories                                         354                238
    Contract work in progress                          (290)               (84)
    Prepaid expenses and other current assets           293             (1,202)
    Other assets                                        (71)              (726)
    Accounts payable                                   (364)             1,004
    Advance billings on contracts                       (54)               188
    Deferred revenue                                    185              1,226
    Accrued personnel costs and other liabilities        99              2,079
                                                    ---------------------------
Net cash used in operating activities                (1,074)           (10,596)

INVESTING ACTIVITIES

Purchase of short term investments                        -            (17,940)
Property and equipment purchases                       (869)            (3,666)
Proceeds from disposal of property and equipment          3                  -
                                                    ----------------------------
Net cash used in investing activities                  (866)           (21,606)



                                       7

<PAGE>


                                                        Nine months ended
                                                          September 30
                                                 ------------------------------
                                                    1998                1999
                                                 ------------------------------

FINANCING ACTIVITIES

Principal payments on debt                              (38)               (43)

Principal payments received on notes receivable
    arising from issuance of stock                        -                 67

Exercise of common stock options and warrants             7                163

Proceeds from issuance of stock,
     net of offering costs                                -             69,796

Redemption of preferred stock                             -             (8,660)
                                                 ------------------------------

Net cash provided by (used in) financing
     activities                                         (31)            61,323
                                                 ------------------------------

Net (decrease) increase in cash and cash
     equivalents                                     (1,971)            29,121

Cash and cash equivalents, beginning of period        2,482                564
                                                 ------------------------------

Cash and cash equivalents, end of period         $      511         $   29,685
                                                 ==============================


SUPPLEMENTAL CASH FLOW INFORMATION
Stock dividends paid on Preferred Stock
     Series B                                    $      516         $      328
                                                 ==============================

See accompanying notes to the financial statements.


                                       8


<PAGE>


                               MAPQUEST.COM, INC.

                 Notes to Unaudited Interim Financial Statements
                               September 30, 1999



1.    Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and  with  the  instructions  to  Form  10Q and  Article  10 of Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.  Operating  results for the three-month  and nine-month  periods ended
September  30, 1999 are not  necessarily  indicative  of the results that may be
expected for the year ended December 31, 1999.

The  balance  sheet at  December  31,  1998 has been  derived  from the  audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

For further information, refer to the financial statements and footnotes thereto
for the year ended December 31, 1998 included in MapQuest.com, Inc.'s (MapQuest)
Form S-1 Registration Statement,  as declared  effective on May 3, 1999 with the
Securities and Exchange Commission in connection with an initial public offering
of MapQuest common stock (Registration Statement).


2.     Stockholders' Equity

In May 1999,  MapQuest  completed an initial public offering of 4,600,000 shares
of its common stock at a public offering price of $15 per share, which generated
approximately $62.1 million in net proceeds to MapQuest.

Upon the closing of MapQuest's  initial public  offering in May 1999, all of the
outstanding  shares of  MapQuest's  Series A and Series C  Preferred  Stock were
converted  into  27,122,455  shares of common  stock and all of the  outstanding
shares of MapQuest's  Series B Preferred  Stock were redeemed for  approximately
$8.6 million.

During April 1999, the Board of Directors and the stockholders  authorized a 2.7
for 1 split of MapQuest's common stock. In addition,  the Board of Directors and
the  stockholders  authorized  and approved the  amendment  and  restatement  of
MapQuest's  Certificate of Incorporation such that MapQuest has the authority to
issue an  aggregate  of  105,000,000  shares of  capital  stock,  consisting  of
100,000,000  shares of common  stock,  par value $0.001 per share and  5,000,000
shares of preferred stock, par value $0.01 per share.  This amended and restated
Certificate  of  Incorporation   became  effective  upon  the  effectiveness  of
MapQuest's Registration  Statement.  All references to common shares, per common
share,  and par value per common  share in the  financial  statements  have been
restated  to give  effect to the common  stock split and change in par value per
common  share.  Upon the  effectiveness  of MapQuest's  Registration  Statement,
MapQuest has adopted the 1999 Stock Plan


                                       9
<PAGE>


pursuant to which  3,645,000  shares of common  stock were  reserved  for future
issuance and  established an employee stock purchase plan under which a total of
1,755,000 shares of common stock will be made available for sale.

During June 1999, in connection with  MapQuest's  initial public  offering,  the
underwriters  of the  offering  exercised an  over-allotment  option for 597,990
shares of MapQuest's  common stock at the initial  public  offering price of $15
per  share,  which  generated  approximately  $7.7  million in net  proceeds  to
MapQuest.


3.     Investments

The Company invests  certain of its excess cash in debt  instruments of the U.S.
Government and its agencies,  and of high quality corporate issuers.  All highly
liquid  instruments  with an  original  maturity  of three  months  or less when
purchased  are  considered  cash  equivalents;  those with  original  maturities
greater  than three  months  but less than  twelve  months  when  purchased  are
considered  short term  investments.  In accordance  with Statement of Financial
Accounting  Standards No. 115,  "Accounting for Certain  Investments in Debt and
Equity   Securities,"   MapQuest   classifies  its   investment   securities  as
available-for-sale.  Unrealized  holding  gains and losses at September 30, 1999
were not significant.


4.     Inventories

       Inventories are comprised of the following:


                                       December 31,    September 30,
                                           1998            1999
                                      -------------    --------------
                                              (in thousands)

       Materials                       $       96        $      272
       Work-in-process                        336               245
       Finished goods                         933               609
                                       ----------        -----------
                                       $    1,365        $    1,126
                                       ==========        ===========




                                       10
<PAGE>


5.     Loss Per Share

The  following  tables set forth the  computation  of basic and diluted loss per
share:


                                                  Three months ended
                                                     September 30
                                         ---------------------------------------
                                                    1998                1999
                                                -------------      -------------
                                           (in thousands, except loss per share)

  Numerator:

     Net loss...................................       (603)         $  (4,066)
     Preferred stock dividends..................       (262)                --
     Accretion of redeemable preferred stock....        (38)                --

     Net loss applicable to common stockholders...  $  (903)         $   (4,066)

  Denominator:
     Denominator for basic and diluted loss per
       share--weighted average shares...........        335             33,004
     Basic and diluted loss per common share....    $ (2.69)         $   (0.12)
                                                    ========         ===========

<TABLE>
<CAPTION>

                                                                                                 Nine months ended
                                                                                                   September 30
                                                                                ---------------------------------------------------
                                                                                          1998                      1999
                                                                                ------------------------  -------------------------
                                                                                          (in thousands, except loss per share)
<S>                                                                                        <C>                        <C>
     Numerator:
         Net loss.............................................................       $          (2,081)        $          (10,588)
         Preferred stock dividends............................................                    (516)                      (328)
         Accretion of redeemable preferred stock..............................                    (113)                       (50)
                                                                                     -------------------       --------------------
         Net loss applicable to common stockholders...........................       $          (2,710)        $          (10,966)
                                                                                     ===================       ====================

     Denominator:
         Denominator for basic and diluted loss per share--
                  weighted average shares.....................................                      310                    18,195
         Basic and diluted loss per common share..............................       $            (8.75)       $            (0.60)
                                                                                     ===================       ====================
</TABLE>

                                       11

<PAGE>


The following securities and number of share have been excluded from the diluted
per share  computations as they are  antidilutive,  for the three months periods
ended  September 30, 1998 and 1999 and the nine months  periods ended  September
30, 1998 and 1999:

                                                        ------------------------
                                                             1998        1999
                                                        ------------------------
                                                            (in thousands)

Convertible redeemable preferred stock Series A              6,550          --
Convertible redeemable preferred stock Series C              3,495          --
Stock options                                                4,851       6,040
Stock warrants                                               2,315       2,023


The following  tables set forth the  computation  of pro forma basic and diluted
loss per share,  giving  consideration  to MapQuest's  initial  public  offering
discussed in Note 2 and assuming  conversion of the shares of Series A Preferred
Stock and Series C Preferred  Stock to shares of common stock and the redemption
of the shares of Series B Preferred Stock  outstanding at September 30, 1998 and
the redemption  date of May 4, 1999,  using an initial public  offering price of
$15 per share and  assuming  such  conversion  and  redemption  occurred  at the
beginning of the respective periods.

<TABLE>
<CAPTION>

                                                                                                Three months ended
                                                                                                   September 30
                                                                                ---------------------------------------------------
                                                                                          1998                      1999
                                                                                ------------------------  -------------------------
                                                                                       (in thousands, except loss per share)
 <S>                                                                                      <C>                      <C>
     Numerator:

         Net loss applicable to common stockholders...........................       $             (903)       $            (4,066)
         Redeemable preferred stock--Series C accretion.......................                       38                         --
         Preferred stock dividends on cumulative
             preferred stock--Series B........................................                      262                         --
                                                                                     -------------------       --------------------
       Numerator for pro forma basic and diluted loss per
             share............................................................       $             (603)       $            (4,066)

     Denominator:
         Weighted average number of common shares.............................                      335                     33,004
         Assumed conversion of preferred shares to
             common shares....................................................                   27,122                         --
         Assumed issuance of common shares to redeem Series
             B Preferred Stock................................................                      556                         --
         Denominator for pro forma basic and diluted loss per
             share............................................................                   28,013                     33,004
         Pro forma basic and diluted loss per share...........................       $            (0.02)       $             (0.12)
                                                                                     ===================       ====================

</TABLE>


                                       12
<PAGE>

<TABLE>
<CAPTION>


                                                                                                    Nine months
                                                                                                ended September 30
                                                                                ---------------------------------------------------
                                                                                          1998                      1999
                                                                                ------------------------  -------------------------
                                                                                       (in thousands, except loss per share)
  <S>                                                                                     <C>                       <C>

     Numerator:

         Net loss applicable to common stockholders...........................      $             (2,710)     $             (10,966)
         Redeemable preferred stock -- Series C accretion.....................                       113                         50
         Preferred stock dividends on cumulative
             preferred stock--Series B........................................                       516                        328
         Numerator for pro forma basic and diluted loss per
             share............................................................       $            (2,081)     $             (10,588)

     Denominator:
         Weighted average number of common shares.............................                       310                     18,195
         Assumed conversion of preferred shares to
             common shares(1).................................................                    27,122                     12,220
         Assumed issuance of common shares to redeem Series
             B Preferred Stock(1).............................................                       556                        259
         Denominator for pro forma basic and diluted loss per
             share............................................................                    27,988                     30,674
         Pro forma basic and diluted loss per share...........................       $            (0.07)       $             (0.35)
                                                                                     ===================       ====================

(1)  Shares used for 1999 computations are weighted average amounts considering
     the conversion and redemption occurred on May 4, 1999.

</TABLE>


6.    Segment Information

MapQuest has two reportable  segments:  MapQuest  Business/Consumer  and Digital
Mapping Services. The MapQuest  Business/Consumer  segment provides products and
services  to  address  the  web-based  destination  information  needs  of  both
businesses and consumers.  Business and Consumer revenues and costs are combined
for  this  segment  because  a  significant  portion  of  the  costs,  primarily
compensation for operations  personnel and related  operations costs, are common
to both  Business  and  Consumer  revenues  and are not  allocated.  The Digital
Mapping Services segment provides  non-Internet mapping products and services to
the education,  reference, directory, travel and governmental markets as well as
providing customized mapping solutions to various other customers.  Revenues are
derived principally from the United States.

The accounting  policies of the segments are the same as those  described in the
summary of significant  accounting policies in MapQuest's  financial  statements
included in the Registration Statement.  MapQuest evaluates performance based on
gross  profit and does not  allocate  assets to the  reportable  segments  since
management does not evaluate segment  performance based on asset information and
common assets are used in the segments.

                                       13


<PAGE>



MapQuest's reportable segments are strategic business units that offer different
products  and  services.  They are  managed  separately  because  each  business
requires different technology and marketing strategies.


<TABLE>
<CAPTION>


                                                         Three months ended                         Nine months ended
                                                            September 30                               September 30
                                                      1998                  1999                1998                  1999
                                                  -------------------------------------      -------------------------------------
                                                            (in thousands)                             (in thousands)
<S>                                                    <C>                   <C>                  <C>                  <C>
Business segment revenues
   MapQuest business/consumer trade...........    $            2,079      $       5,885     $          5,684      $       12,893
   Digital mapping services trade.............                 3,896              3,942                12,163              10,500
                                                  ------------------      -------------      ----------------      ---------------
          Total                                                5,975              9,827                17,847              23,393

Business segment profit:
   MapQuest business/consumer.................                   688              3,226                 2,149               5,987
   Digital mapping services...................                 1,004                811                 3,143               2,330
                                                  ------------------      -------------      ----------------      ---------------
          Total segment profit                                 1,692              4,037                 5,292               8,317

Reconciling items:
   Operating expenses.........................               (2,420)            (8,916)                (7,652)            (20,129)
   Provision for income taxes.................                    --                 --                    --                  (1)
   Other and interest income..................                   125                813                   279               1,225
                                                  ------------------      -------------      ----------------      ---------------
Pre-tax loss..................................    $            (603)      $     (4,066)      $        (2,081)      $      (10,588)
                                                  ==================      =============      ================      ===============
</TABLE>


7.  Contingent Matters

MapQuest  periodically  receives  notices  of claims  arising  out of the normal
course of business.  Management is not aware of any notices  relating to claims
that would have a material  adverse  effect on  MapQuest's  financial  position,
results of operations, or liquidity.


                                       14
<PAGE>



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

         The  following  information  should  be read in  conjunction with  the
historical  financial  information  and the notes thereto included in Item I of
this  quarterly  report  on  Form  10-Q  (The  "Form 10-Q" or the "Report") and
MapQuest's  financial statements and notes thereto and Management's  Discussion
and  Analysis of  Financial Condition  and Results of  Operations  contained in
MapQuest's  Registration  Statement on  Form S-1 (The  "Form  S-1") as declared
effective by the Securities and Exchange Commission on May 3, 1999.

         THE  FOLLOWING  DISCUSSION  OF THE  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS OF MAPQUEST  CONTAINS FORWARD-LOOKING  STATEMENTS  RELATING TO FUTURE
EVENTS AND THE FUTURE  PERFORMANCE OF MAPQUEST WITHIN THE MEANING OF SECTION 27A
OF THE  SECURITIES  ACT OF 1993, AS AMENDED,  AND SECTION 21E OF THE  SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.  INVESTORS ARE CAUTIONED THAT SUCH  STATEMENTS
INVOLVE RISKS AND  UNCERTAINTIES.  THESE STATEMENTS ARE NOT GUARANTEES OF FUTURE
PERFORMANCE AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT
ARE  DIFFICULT  TO PREDICT;  THEREFORE,  ACTUAL  RESULTS AND OUTCOMES MAY DIFFER
MATERIALLY  FROM WHAT IS  EXPRESSED  OR  FORECASTED IN ANY SUCH  FORWARD-LOOKING
STATEMENTS.  SUCH RISKS AND UNCERTAINTIES  INCLUDE THOSE SET FORTH IN MAPQUEST'S
FORM S-1, PARTICULARLY  UNDER THE  SECTION  ENTITLED  "RISK  FACTORS."  MAPQUEST
UNDERTAKES  NO  OBLIGATION  TO UPDATE  PUBLICLY ANY FORWARD-LOOKING  STATEMENTS,
WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.


Overview

         MapQuest  is a leading  online  provider  of  mapping  and  destination
information.   MapQuest  provides  comprehensive  online  mapping  solutions  to
businesses and provides  customized  maps,  destination  information and driving
directions to consumers. MapQuest has three lines of business: Internet business
products  and  services,  Internet  consumer  products  and services and digital
mapping products and services.

         Since 1967, MapQuest has provided traditional cartographic products and
services.  In  1989,  MapQuest  began  offering  digital  mapping  products  and
services.  Beginning in 1991,  MapQuest  introduced map-generating  products and
services which evolved into online mapping and routing applications.  During the
first quarter of 1996,  MapQuest  launched  mapquest.com and initiated sales and
marketing efforts to build brand awareness and to generate  advertising revenues
from its website.  In the third quarter of 1996, MapQuest began providing online
mapping and  destination  information  products and services from its website to
companies with an Internet presence and to hightraffic websites offering users a
wide range


                                       15
<PAGE>


of information and services on their websites, which are commonly referred to as
portal websites.  In 1997, MapQuest increased its focus on its Internet business
and  consumer  lines  of  business  by  devoting  significant  resources  to the
mapquest.com web site and to its other Internet products and services.  In 1998,
MapQuest introduced its MapQuest Enterprise Server. MapQuest's Enterprise Server
is designed to provide mapping and routing capability to high volume websites.

         MapQuest derives its revenues from three lines of business:

         Business Products and Services. MapQuest provides Internet products and
services to companies with an Internet  presence and to portal web sites.  These
companies  typically  contract  for  MapQuest's  services on an annual  basis in
consideration  for a  service  fee  based on usage  and an  initial  set-up fee.
MapQuest  recognizes  service  fees  ratably  over the  period  of the  service.
Revenues  from the set-up fee are  recognized  upon  completion  of the  related
installation  services.  Revenues  for software  and data  licenses  relating to
MapQuest business products are recognized upon delivery of the product. Further,
under those agreements  where MapQuest has a maintenance or upgrade  obligation,
MapQuest  recognizes  revenue  for  these  obligations  over the  period  of the
obligation.  Revenues from systems  integration  contracts,  typically  longterm
fixed-price contracts,  are  recognized on the percentage-of-completion  method.
MapQuest  has also  historically  provided  business  products  and services for
non-Internet applications  by  licensing  software  and  data  and by  providing
professional services on a time and material basis or a fixed-fee basis.

         Consumer Products and Services. Through mapquest.com,  MapQuest derives
revenues  primarily from the sale of advertising and  sponsorships.  Advertising
rates vary  depending on whether the  advertisements  are delivered to a general
audience  or  a  targeted  audience  based  on  specific  geographic   location.
Advertising  revenues are typically  recognized ratably over the period in which
the  advertisements  are  displayed,  provided that no  significant  obligations
remain and the  collection of the resulting  receivable is likely.  MapQuest may
guarantee  its  advertisers  a pre-set level  of  impressions  on  mapquest.com.
Impression refers to a delivery of an advertisement to a user. If the guaranteed
impressions  are not  met,  MapQuest  defers  recognition  of the  corresponding
revenue until the guaranteed impressions are achieved. Sponsorship contracts may
have longer terms and may allow sponsors to be exclusive sponsors of portions of
mapquest.com or particular advertising categories.

         Digital Mapping  Products and Services.  MapQuest derives revenues from
providing  digital  mapping  services to businesses and from the sale of mapping
products to distributors, retailers, and corporate customers. MapQuest typically
receives  fees and payments on a time and  material  basis or a fixed fee basis.
Revenues from these services are recognized when the projects are completed.  In
addition,   revenues   from   long-term   contracts   are   recognized   on  the
percentage-of-completion  method,  measured  as the number of hours  incurred to
date as a percentage of estimated total labor hours for each contract.  MapQuest
also licenses software and data for a license fee and/or royalties. License fees
are  recognized  upon  delivery of the  software  and data.  Royalty  revenue is
recognized  upon  receipt  of  payment.  With  respect  to


                                       16
<PAGE>


the sale of mapping products,  MapQuest is paid negotiated amounts, depending on
volume,  from  retailers and  distributors,  subject to minimum sales and return
arrangements.


Results of Operations

     Revenues

         Revenues  were $9.8 million and $23.4 million for the third quarter and
first nine  months of 1999,  respectively,  compared  to $6.0  million and $17.8
million for the corresponding periods in 1998. The increases in revenues for the
third quarter and first nine months of 1999 compared to the same periods in 1998
are primarily  attributable to increased  business and consumer Internet related
revenues.  As a result of MapQuest's increased focus on positioning itself as an
Internet  company,  the number of business  customers using MapQuest's  Internet
mapping  services  increased  from 313 at September 30, 1998 to 780 at September
30, 1999, an increase of 149%. The consumer  segment also  experienced  dramatic
increases in revenue as a result of increased  resources devoted to direct sales
of advertising in addition to MapQuest's third party advertising  seller.  These
increases  reflected  in 1999 were  partially  offset by lower  digital  mapping
services  volume as compared to the same  period in 1998.   For the three-months
ended September 30, 1999, as a percent of total revenues,  business and consumer
related  revenues and digital mapping  revenues were 60% and 40%,  respectively,
compared to 35% and 65%  respectively  for the three months ended  September 30,
1998.  MapQuest expects its percentage of business and consumer related revenues
to continue to increase in the future.

     Cost of Revenues

         Cost of revenues  consists  primarily of  compensation  for  operations
personnel and related  operations  costs,  including  depreciation  of operating
assets, third-party  data and  royalties,  print  and paper  costs  for  printed
products,  and subcontractor  costs. Cost of revenues  increased to $5.8 million
and $15.1 million for third quarter and first nine months of 1999, respectively,
as  compared  to  $4.3  million  and  $12.6  million,   respectively,   for  the
corresponding  periods in 1998.  These increases were primarily due to increased
costs associated with adding staff and related expenses to support the expansion
of our Internet  products and services as traffic on the  mapquest.com  web site
grew and as the number of business clients increased.


Operating Expenses

     Sales and Marketing

         Sales  and   marketing   expenses   consist   primarily   of  salaries,
commissions, travel-related expenses, sales promotion expenses, public relations
expenses and costs of marketing


                                       17
<PAGE>


materials. Sales and marketing expenses were $5.8 million, or 58.9% of revenues,
for the quarter ended  September 30, 1999.  For the nine months ended  September
30, 1999, sales and marketing expenses were $13.0 million, or 55.4% of revenues.
In comparison,  the third quarter of 1998 sales and marketing expenses were $1.2
million,  or 19.5% of  revenues,  and the nine months ended  September  30, 1998
sales and  marketing  expenses were $3.7  million,  or 20.8% of revenues.  These
period-to-period  increases are primarily  attributable to MapQuest's  marketing
promotions and advertising efforts as well as an increase to the number of sales
and  marketing  personnel  and  related  expenses.  We  believe  that  sales and
marketing  expenses  will  continue  to  increase in the future as we expand our
direct sales force and further promote our products and services.

     Product Development

         Product  development   expenses  consist  primarily  of  the  costs  of
developing  new  products  and  services  and  modifying  existing  products and
services, including software and data. These costs consist primarily of salaries
for product development  personnel and related expenses,  contract labor expense
and consulting  fees.  Product  development  expenses were $1.7 million and $3.8
million,  respectively, for the three months and nine months ended September 30,
1999, and $0.7 million and $2.4 million,  respectively, for the three months and
nine months ended  September  30,  1998.  As a  percentage  of  revenues,  these
expenses were 17.6% and 16.4%,  respectively,  for the three-month and ninemonth
periods ended September 30, 1999 versus 12.2% and 13.5%,  respectively,  for the
comparable  periods in 1998.  These  period-to-period  increases  were primarily
attributable to increased business and consumer product development expenses. We
believe that continued  investment in business and consumer product  development
expenses is essential to attaining our strategic  objectives and as a result, we
anticipate product development expenses to increase in the future.

     General and Administrative

         General and  administrative  expenses consist primarily of salaries and
related  expenses  for  general  corporate   functions,   including   executive,
accounting  and  administrative  personnel,  and  legal  expenses.  General  and
administrative  expenses were $1.4 million and $3.3 million,  respectively,  for
the three  months and nine months  ended  September  30,  1999  compared to $0.5
million and $1.5  million,  respectively,  for the three months and nine months,
ended September 30, 1998. As a percentage of revenues, these expenses were 14.1%
and 14.2%,  respectively,  for the  three-month  and  nine-month  periods  ended
September 30, 1999, compared to 8.9% and 8.5%, respectively, for the three-month
and ninemonth periods ended September 30, 1998. These period-to-period increases
were  primarily   attributable  to  increased   salaries  and  related  expenses
associated  with  hiring  additional  personnel  as a result of company  growth.
Additional costs related to being a publicly held entity,  including  additional
personnel,   as  well  as  directors'  and  officers'  liability  insurance  and
professional services fees were also incurred in 1999.

     Income Taxes

         MapQuest  paid no income  taxes for the three  months  and nine  months
ended September 30, 1998 and 1999, as MapQuest incurred net operating losses for
those periods. Due to the uncertainty of future profitability,  MapQuest has not
recognized   any   potential   future  tax  benefits  of  net   operating   loss
carryforwards.

                                       18
<PAGE>


     Liquidity and Capital Resources

         MapQuest has financed its operations to date primarily through the sale
of common stock,  private placement of equity securities,  funds from operations
and bank  borrowings.  As of September  30, 1999,  MapQuest had $29.7 million of
cash and cash equivalents and $17.9 million in short-term investments.

         Net cash used in  operating  activities  was $1.1  million for the nine
months  ended  September  30, 1998, and $10.6  million for the nine months ended
September  30,  1999.  In both periods  cash used by  operating  activities  was
primarily a result of net losses.

         Net cash used in  investing  activities  was $0.9  million for the nine
months  ended  September  30, 1998 and $21.6  million for the nine months  ended
September  30,  1999.  This  increase  was  due to  the  purchase of  short-term
investments  of $17.9  million  with a portion of the  initial  public  offering
proceeds and a $2.8 million increase related to property and equipment purchases
over 1998 levels.

         Net cash used in  financing  activities  was less than $0.1 million for
the nine months  ended September  30, 1998,  and net cash  provided by financing
activities  was $61.3  million for the nine months ended  September 30, 1999. In
1999, the net amount of $61.3 million resulted primarily from the sale of common
stock, net of the redemption of preferred stock.

         MapQuest's  capital   commitments  for  the  nine  month  period  ended
September 30, 1998 and the nine month period ended  September 30, 1999 consisted
of obligations  under facilities and operating  leases.  Management  anticipates
that it will  experience  an  increase  in its  capital  expenditures  and lease
commitments consistent with its anticipated growth in operations, infrastructure
and personnel,  in addition to committing  resources to promoting its brand name
and building marketing and sales forces.

         MapQuest has a revolving  demand credit facility with First Union Bank,
N.A. in the amount of $5.0  million  which bears  interest at First Union Bank's
prime rate or fixed  rates as offered by First  Union Bank or LIBOR plus  1.75%.
Borrowings are secured by MapQuest's  accounts receivable and are limited to the
lesser of $5.0 million or 80% of the net eligible accounts  receivable which are
within 90 days of invoice.  As of  September  30, 1999 there were no  borrowings
under this facility.

         In May 1999,  the  Company  completed  an initial  public  offering  of
4,600,000  shares  of its  common  stock at a public  offering  price of $15 per
share, which generated approximately $62.1 million in net proceeds to MapQuest.

                                       19
<PAGE>



         Upon the closing of the Company's  initial public offering in May 1999,
all of the  outstanding  shares of  MapQuest's  Series A and Series C  Preferred
Stock  were  converted  into  27,122,455  shares of common  stock and all of the
outstanding  shares of  MapQuest's  Series B Preferred  Stock were  redeemed for
approximately $8.6 million.

         During  June  1999,  the  underwriters  of  MapQuest's  initial  public
offering  exercised an over-allotment  option for 597,990  shares of  MapQuest's
common  stock at the  initial  public  offering  price of $15 per  share,  which
generated approximately $7.7 million in net proceeds to MapQuest.

         MapQuest  believes its existing cash and cash  equivalents,  short-term
investments, and available borrowings will be sufficient to meet its anticipated
cash needs for working  capital and capital  expenditures  for at least the next
twelve  months.  Our future  capital  requirements  will depend on many factors,
including the level of investment we make in new  technologies  and improvements
to existing  technologies and the levels of monthly expenses  required to launch
new products and services.


Year 2000

         The Year 2000 issue is the potential for system and processing failures
of date-related data as a result of computer-controlled systems using two digits
rather than four to define the applicable year. For example,  computer  programs
that have time  sensitive  software may  recognize a date coded "00" as the year
1900  rather  than the year  2000.  This  could  result  in  system  failure  or
miscalculations  causing  disruptions  of  operations,  including,  among  other
things, an inability to process transactions, send invoices or engage in similar
normal business activities. MapQuest may be affected by Year 2000 issues related
to  non-compliant  information  technology  ("IT")  systems  or  non-IT  systems
operated  by MapQuest or other third  parties the Company  does  business  with.
MapQuest's IT systems  consist of software and data developed  either inhouse or
purchased from third parties, and hardware purchased from vendors.

         State  of  Readiness.  MapQuest  has  assessed  all of its  information
technology  systems,  which  include but are not limited  to, the  hardware  and
software  necessary  to provide  and  deliver  mapquest.com.  MapQuest  has also
assessed all of its non-information  technology  systems,  which include many of
the building and office  equipment and systems.  The  following  steps have been
performed by MapQuest in its assessment:

o    A Year 2000 Committee,  consisting of managers from all relevant functional
     areas of the Company,  was  established  in the third quarter of 1998.  The
     Committee has met monthly to monitor Year 2000  remediation  activities and
     has made regular progress reports.

o    All  software  and  hardware  upon which  MapQuest  is  dependent  has been
     identified and evaluated.


                                       20
<PAGE>


o    Third-party vendors of hardware, software and services,  including database
     providers  that  MapQuest  utilizes,  have been  contacted and requested to
     provide information on their Year 2000 compliance status.

o    Material non-information technology systems and service providers have been
     contacted  and  requested  to  provide   information  on  their  Year  2000
     compliance status.

o    Procedures  have been  developed to inventory,  perform  system scans,  and
     conduct  research  and  remediation  testing of all  computer  software and
     hardware, digital data, facilities related systems, telecommunications, and
     other date sensitive equipment that is under our control.

o    The  necessity  for a  developing  a  business  contingency  plan  has been
     assessed.

Subsequent to the assessment  phase,  MapQuest has performed the following as of
the end of the third quarter of 1999:

o    The  Committee  has  reviewed  all  functional  areas of  MapQuest  and has
     identified  various  systems and software  programs  that needed to be Year
     2000 compliant.

o    MapQuest  has  performed  a  Year  2000  simulation  on a  majority  of its
     proprietary  systems,  products  and  services  to test  system and product
     readiness.

o    Based on the  results of its Year 2000  simulation  tests,  MapQuest  has
     revised  its  code as  necessary  in  order  to  establish  the  Year  2000
     compliance of its proprietary systems.

o    MapQuest has utilized  third-party  scanning  software in order to identify
     hardware and software that is not Year 2000 compliant.  As of September 30,
     1999 approximately 90% of hardware and 65% software has been scanned.  Most
     systems have been identified as Year 2000 compliant.  The large majority of
     systems identified as not fully compliant have been made compliant with the
     application  of software  patches  obtained  from the  hardware or software
     vendor. Mapquest has completed a significant majority of scans and software
     patches to date.  Any systems that cannot be made Year 2000  compliant will
     be taken out of service and replaced with compliant systems.

o    MapQuest's  hosting  service  provider,  Qwest,  has  stated  that  it  has
     established a dedicated  Year 2000 Program Office to address the compliance
     functions of its affected systems and is actively preparing its systems for
     the Year 2000. In August 1999, MapQuest contracted with another co-location
     facility to provide a mirror site.  This facility has warranted to MapQuest
     that its data center services will accurately process date/time data beyond
     the end of the year.

o    Accounting,  sales tracking,  and human resources  information systems have
     been implemented which meet Y2K compliance standards.

o    A comprehensive  review has been completed of all the suppliers and vendors
     critical to MapQuest's  operations,  facilities,  and  administration  with
     contact made by mail  requesting  information  regarding their Y2K state of
     readiness or confirmation  of their Y2K compliance.  All of MapQuest's data
     vendors have indicated that they have Year 2000 compliance  plans in place.
     MapQuest is assessing  the  responses of other  suppliers to determine  the
     need to identify alternate suppliers for mission-critical needs.


                                       21
<PAGE>


o    All facilities have been reviewed and assessed to determine if any building
     systems  (i.e.  electronic  security  systems,  telephone  switches,  voice
     answering  software)  are not Y2K  compliant.  Systems  requiring  upgraded
     software have been identified and necessary installations have been made.

         At this point in its assessment, MapQuest is not currently aware of any
Year 2000 problems  relating to these systems which would have a material effect
on its business,  financial  condition or results of operations,  without taking
into account its efforts to avoid such problems.  MapQuest plans to complete its
Year 2000 assessment and implementation of needed software and hardware upgrades
by mid-November 1999.

         During  November of 1999 MapQuest  will test the Y2K  compliance of all
systems  identified  by the  various  department  managers  as  mission-critical
through the use of  date-rollover  simulations.  Because these systems have been
previously  scanned  and  software  patches  have been  applied  as  needed,  no
significant problems are expected to be identified by this testing.

         Cost.  To  date,  MapQuest  has not  incurred  any  material  costs  in
connection with identifying and evaluating Year 2000 compliance issues.  Most of
its  expenses  have been  related to, and are expected to continue to relate to,
the operating  costs  associated  with time spent by employees in the evaluation
process and Year 2000 compliance matters generally.  At this time, MapQuest does
not possess the  information  necessary to estimate the  potential  costs of the
replacement  of third party  software,  hardware or services that are determined
not to be Year 2000  compliant.  Although  MapQuest  does not  anticipate  those
amounts will be material, such expenses, if higher than anticipated,  could have
a material  adverse  effect on  MapQuest's  business,  financial  condition  and
operating results.

         Risks.   Although  MapQuest's   assessment  may  be  finalized  without
identifying  any  additional  material non-compliant  IT or systems  operated by
MapQuest or by third parties, a systemic failure beyond the control of MapQuest,
such as a prolonged  telecommunications or electrical failure is possible.  This
type of failure could  prevent  MapQuest  from  operating its business,  prevent
users  from  accessing  its  website,  or change  the  behavior  of  advertising
customers or persons  accessing its website.  MapQuest believes that the primary
business risks, in the event of such systemic failure,  would include but not be
limited  to,  lost  advertising  revenues,  lost  business  revenues,  increased
operating costs, loss of customers or persons accessing its website and servers,
or other  business  interruptions  of a  material  nature,  as well as claims of
mismanagement, misrepresentation, or breach of contract.

         Contingency  Plan. As discussed above,  MapQuest is engaged in a number
of Year 2000  activities  to attain  compliance.  MapQuest  does not  anticipate
experiencing  any  significant  business  disruptions  resulting  from  the date
rollover.  However,  Mapquest has formulated contingency strategies to deal with
unforeseen  Year 2000  problems.  To be able to  respond to  potential  problems
arising from the date rollover,  the Company has made plans which  include,  but
are not limited to, the following:


                                       22
<PAGE>


o    Complete back-ups of the company's operating data will occur at or near the
     close of business on December 31st;

o    MapQuest  technical support personnel will be on-call during the New Year's
     weekend  at the  Denver  operations  location  in order to  respond  to any
     difficulties with the website or applications servers.

o    Other key Company  personnel  will be identified  and will make  themselves
     available by pager or cellular  telephone  so that they may be  immediately
     contacted and respond to any difficulties that may be encountered.

o    Company  personnel  will report to  MapQuest's  offices over the New Year's
     weekend  in  order  to test  the  functionality  of its  systems  that  are
     generally not used outside of normal business hours (e.g.  human resources,
     sales tracking, and financial information systems).

o    Telephone  support  lines  will be  available  for  customers  to reach the
     Company during the New Year's  weekend  should they encounter  difficulties
     related to the MapQuest service.

o    Procedures  will be in place to allow  Company  personnel  to perform  core
     accounting,  financial, and human resources functions for a short period of
     time in the absence of a fully-functional computer information system.

The results of  MapQuest's  further  testing  and the  responses  received  from
third-party  vendors, service providers and customers will be taken into account
in determining the nature and extent of any additional contingency plans.



Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

         Net proceeds  from the initial  public  offering  have been invested in
short-term,   interest  bearing,   investment  grade  obligations  with  various
maturities ranging from one day to less than six months.  Therefore, in the near
term, MapQuest's primary exposure to market risk will result from interest rates
associated with these investments.


                                       23

<PAGE>


                           PART II. OTHER INFORMATION


Item 1.     Legal Proceedings

     See Note 7 of the Notes to financial statements.


Item 2.     Changes in Securities and Use of Proceeds

         (c) Recent Sales of Unregistered Securities

         During the three months ended  September  30, 1999  MapQuest  issued an
aggregate of 204,000 options to purchase its common stock to its employees, with
exercise  prices  ranging  from  $10.44  per share to $19.69  per  share.  These
issuances were exempt from registration  under the Securities Act in reliance on
Section 4(2) of the Securities Act.

         During the three months ended September 30, 1999,  employees  exercised
options to  purchase  496,980  shares of common  stock of  MapQuest  at exercise
prices ranging from $0.04 to $0.37 per share.  These shares of common stock were
issued in reliance upon Rule 701 promulgated under the Securities Act.

         During the three months ended  September  30, 1999,  247,006  shares of
common stock were issued upon  exercise of warrants at exercise  prices of $0.01
per share in reliance upon Section 4(2) of the Securities Act.

         (d)  Use of Proceeds from Registered Securities

         On May  3,  1999,  the  Securities  and  Exchange  Commission  declared
MapQuest's  Registration Statement on Form S-1 (No. 333-72667) effective. On May
7, 1999,  MapQuest  completed  an initial  public  offering of an  aggregate  of
4,600,000  shares of MapQuest  Common  Stock at an offering  price of $15.00 per
share.  The managing  underwriters  for the offering were  BancBoston  Robertson
Stephens,  Thomas Weisel  Partners,  LLC, U.S.  Bancorp,  Piper Jaffray Inc. and
Volpe Brown Whelan & Company,  LLC. Net  proceeds to MapQuest,  after  deducting
underwriting  discounts and  commissions of $4,830,000 and offering  expenses of
approximately  $2,070,000 were $62,100,000.  On June 8, 1999, in connection with
the aforementioned  initial public offering, the managing underwriters exercised
their over-allotment option for 597,990 shares of MapQuest's Common Stock at the
initial public offering price of $15 per share,  which  generated  approximately
$7.7 million in net proceeds to MapQuest.  None of the expenses  incurred in the
offering  were direct or indirect  payments to directors,  officers,  or general
partners of MapQuest or their associates,  to persons owning ten percent or more
of any class of equity  securities  of the issuer or to  affiliates  of MapQuest
except in  connection  with the  redemption  of the  Series B  Preferred  Stock.
MapQuest used  approximately  $8,600,000 of these  proceeds to redeem all of the
outstanding  shares of Series B  Preferred  Stock.  MapQuest  has  invested  the
remainder of the net proceeds in shortterm,  interest  bearing  investment grade
obligations with various maturities ranging from one day to one year.


                                       24

<PAGE>


Item 3.     Defaults upon Senior Securities

            Not applicable.


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

         As of April 12,  1999,  in a written  consent  of the  stockholders  of
MapQuest,  a  majority  of the  holders  of all  outstanding  shares of stock of
MapQuest (which  majority  included a majority of the holders of all outstanding
shares of the Series A Preferred  Stock,  Series B Preferred  Stock and Series C
Preferred Stock) approved (a) the adoption of a recapitalization  agreement,  to
be effective upon the effectiveness of the registration statement, in respect of
the initial public  offering  whereby the holders of MapQuest's  preferred stock
outstanding  prior to the initial public  offering  agreed to the termination of
certain rights related to such preferred  stock,  (b) the 2.7 for 1 stock split,
the increase in the authorized  share capital of MapQuest to 100,000,000  shares
of common stock,  par value $0.001 per share,  and 5,000,000 shares of preferred
stock,  par value  $0.01 per share,  and the  amendment  of the  Certificate  of
Incorporation  to reflect such stock split,  (c) the adoption of the Amended and
Restated  Certificate of  Incorporation of MapQuest and the Amended and Restated
Bylaws  of  MapQuest,  both  to be  effective  upon  the  effectiveness  of  the
registration  statement  in  respect of the  initial  public  offering,  (d) the
adoption of Amendment No. 4 to the 1995 Stock Option Plan,  the 1999 Stock Plan,
including the reservation of 3,645,000 shares thereunder, and the Employee Stock
Purchase Plan, including the reservation of 1,755,000 shares thereunder, and (e)
the  approval of a form of  director's  indemnification  agreement to be entered
into between MapQuest and its directors.


Item 5.    Other Information

        None.


Item 6.    Exhibits and Report on Form 8-K

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

           2.2      Computation of Basic and Diluted Net Loss per Share:  Refer
                    to Note 5 of the Notes to the Financial Statements.

           27.4     Financial Data Schedule

       (b)  MapQuest did not file any reports on Form 8K during the three months
 ended September 30, 1999.


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<PAGE>



Item 7.  Signatures

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

Date:    November 5, 1999                     MAPQUEST.COM, INC.

                                              By:   /s/  James Thomas
                                                 ------------------------------
                                                 Chief Financial Officer
                                                 (Principal Financial Officer)





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