UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2000
                               --------------

                                       or

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

For the transition period from ___________________ to ____________________


Commission File 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 S-1
(NO.333-72667) (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 March 31, 2000 was 36,474,367.


                                       -2-

<PAGE>

                               MAPQUEST.COM, INC.

                                      INDEX

                                                                           PAGE
                                                                           ----

 INDEX                                                                      3

 PART I.  FINANCIAL INFORMATION:                                            4

          ITEM 1.  Financial Statements:                                    4

                   Balance Sheets as of March 31, 2000 (unaudited)
                   and December 31, 1999                                    4

                   Unaudited Statements of Operations for
                   the three months ended March 31, 2000 and 1999           6

                   Unaudited Statements of Cash Flows
                   for the three months ended March 31, 2000 and 1999       7

                   Notes to Unaudited Interim Financial Statements          9

          ITEM 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                     14

          ITEM 3.  Quantitative and Qualitative Disclosure About
                   Market Risk                                             18


 PART II. OTHER INFORMATION:                                               19

          ITEM 1.  Legal Proceedings                                       19

          ITEM 2.  Changes in Securities and Use of Proceeds               19

          ITEM 3.  Defaults Upon Senior Securities                         19

          ITEM 4.  Submission of Matters to a Vote of Security Holders     19

          ITEM 5.  Other Information                                       20

          ITEM 6.  Exhibits and Reports on Form 8-K                        20

          ITEM 7.  Signatures                                              20


                                       -3-

<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.

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

                                                     December 31,   March 31,
                                                         1999         2000
                                                                   (unaudited)
                                                     -------------------------

                                     ASSETS
 Current assets:


     Cash and cash equivalents                          $19,390      $36,933

     Short-term investments                              23,566        1,996

     Accounts receivable, net of
     allowance for doubtful accounts
     (1999--$602; 2000--$734)                            12,069       13,644

     Accounts receivable - affiliates                       449          342

     Inventories                                          1,197        1,271

     Contract work in progress                              429          822

     Prepaid expenses and other current assets            2,168        2,859
                                                     -------------------------
          Total current assets                           59,268       57,867


 Property and equipment, net of
  accumulated depreciation (1999--$4,933;
  2000--$5,524)                                           5,011        7,137

 Goodwill, net                                              148          140

 Other assets                                               583          437
                                                     -------------------------
          Total assets                                  $65,010      $65,581
                                                     =========================

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:

     Accounts payable                                    $3,246       $3,343

     Accrued personnel costs                              2,393        1,045

     Advance billings on contracts                        1,481        2,896


                                       -4-

<PAGE>

                                                                    March 31,
                                                     December 31,      2000
                                                         1999      (unaudited)
                                                     -------------------------
     Deferred revenue                                     4,081        5,845

     Other accrued liabilities                            3,952        4,445
                                                     -------------------------
          Total current liabilities                      15,153       17,574
                                                     -------------------------

 Stockholders' Equity:
     Common stock - $.001 par value:
          Authorized shares - 100,000,000
          Issued and outstanding shares,
          36,014,307 in 1999 and
          36,474,367 in 2000                                 36           36

     Notes receivable for common stock                    (224)         (224)

     Additional paid in capital                          88,779       92,121

     Retained deficit                                  (38,734)      (43,926)
                                                     -------------------------
          Total stockholders' equity                     49,857       48,007
                                                     -------------------------
          Total liabilities and stockholders' equity    $65,010      $65,581
                                                     =========================


See accompanying notes to the financial statements.


                                      -5-
<PAGE>


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


                                                     Three months ended
                                                          March 31
                                                ------------------------------
                                                    1999             2000
                                                ------------------------------

Revenues

  Business                                       $  2,006         $  4,928

  Consumer                                          1,022            2,505
                                                ------------------------------
  Total business and consumer revenues              3,028            7,433

  Digital mapping                                   3,128            2,958
                                                ------------------------------
       Total revenues                               6,156           10,391

Cost of revenues

  Business and consumer                             1,925            4,819

  Digital mapping                                   2,540            2,227
                                                ------------------------------
       Total cost of revenues                       4,465            7,046
                                                ------------------------------
Gross profit                                        1,691            3,345

Operating expenses

  Sales and marketing                               2,809            6,228

  Product development                                 784            1,254

  General and administrative                          938            1,665
                                                ------------------------------
       Total operating expenses                     4,531            9,147
                                                ------------------------------
Operating loss                                     (2,840)          (5,802)

Interest income and expense, net                        2              609

Other income                                           35                1
                                                ------------------------------
Loss before provision for income taxes             (2,803)          (5,192)

Provision for income taxes                              1                -
                                                ------------------------------
       Net loss                                  $ (2,804)        $ (5,192)

Less preferred stock dividends and accretion         (309)               -
                                                ------------------------------
Net loss applicable to common stockholders       $ (3,113)        $ (5,192)
                                                ==============================
Basic and diluted loss per share                 $  (9.26)        $  (0.14)

  Shares used to compute basic and
    diluted loss per share                        336,233       36,135,072

See accompanying notes to the financial statements.


                                       -6-

<PAGE>

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

                                                        Three months ended
                                                              March 31
                                                     ---------------------------
                                                       1999               2000
                                                     ---------------------------

 Operating Activities

 Net loss                                            $  (2,804)       $  (5,192)

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

 Depreciation                                              295              591

 Amortization                                                8                8

 Provision for doubtful accounts                            41              246

 Equity in earnings of joint venture                       (31)             (19)

 Changes in operating assets and liabilities:

     Accounts receivable                                   746           (1,821)

     Accounts receivable - affiliates                      (18)             107

     Inventories                                           189              (74)

     Contract work in progress                            (209)            (393)

     Prepaid expenses and other current assets              70             (691)

     Other assets                                            -              165

     Accounts payable                                     (520)              97

     Advance billings on contracts                         439            1,415

     Deferred revenue                                       (3)           1,764

     Accrued personnel costs and other liabilities       1,123             (855)
                                                     ---------------------------
 Net cash used in operating activities                    (674)          (4,652)



                                       -7-

<PAGE>

Investing activities

Sales and maturities of short-term investments               -           21,570

Property and equipment purchases                          (622)          (2,717)
                                                     ---------------------------
Net cash provided by (used in) investing activities       (622)          18,853

Financing activities

Borrowings under line of credit                            900                -

Principal payments on debt                                 (14)               -

Exercise of common stock options                             -            3,342
                                                     ---------------------------
Net cash provided by financing activities                  886            3,342
                                                     ===========================
Net (decrease) increase in cash and cash equivalents      (410)          17,543

Cash and cash equivalents, beginning of period             564           19,390
                                                     ---------------------------
Cash and cash equivalents, end of period             $     154       $   36,933
                                                     ===========================
Supplemental cash flow information

Stock dividends paid on Preferred Stock Series B     $     271       $        -
                                                     ===========================

See accompanying notes to the financial statements.



                                       -8-

<PAGE>



                               MAPQUEST.COM, INC.

                 Notes to Unaudited Interim Financial Statements
                                 March 31, 2000

1.    Merger with America Online, Inc.

On December 22, 1999, the Company  announced that it will be acquired by America
Online, Inc. in an all-stock transaction pursuant to a merger agreement executed
on December 21, 1999.  Shareholders  of MapQuest will receive  0.31558 shares of
America  Online  common  stock for each  share of  MapQuest  common  stock.  The
transaction  is expected  to close in  mid-2000,  subject to various  conditions
including   customary   regulatory   approvals  and  the  approval  of  MapQuest
shareholders. The transaction will be accounted for as a pooling-of-interests by
America Online.


2.    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  10-Q 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 period ended March 31, 2000 are
not  necessarily  indicative  of the results  that may be expected  for the year
ended December 31, 2000.

The  balance  sheet at  December  31,  1999 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, 1999 included in MapQuest.com, Inc.'s (MapQuest)
Form 10-K for the fiscal year ended December 31, 1999.


3.    Stockholders' Equity

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  for  its  initial  public  offering.  All
references to common shares, per common share, and par value per common share in
the financial statements for the periods prior to the initial public offering in
May 1999 give  retroactive  effect to the common  stock  split and change in par
value per  common  share.  Upon the  effectiveness  of  MapQuest's  registration
statement for its initial public offering, MapQuest adopted the 1999 Stock Plan,
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

                                       -9-

<PAGE>

shares of common stock could be made available for sale. In connection  with the
merger with America Online,  Inc.,  MapQuest is precluded from  implementing the
employee stock purchase plan.

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 $61.6 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
$8.7 million.

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  $8.3  million in net  proceeds  to
MapQuest.


4.    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 December 31, 1999 and
March 31, 2000 were not significant.


5.    Inventories

         Inventories are comprised of the following:

                                               December 31,      March 31,
                                                  1999             2000
                                             -----------------------------
                                                       (in thousands)

                  Materials                  $      52          $      52
                  Work-in-process                  144                471
                  Finished goods                 1,001                748
                                             ---------          ---------
                                             $   1,197          $   1,271
                                             =========          =========


                                      -10-
<PAGE>


6.    Loss Per Share

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

                                                    Three months ended
                                                         March 31
                                                  ---------------------
                                                  1999             2000
                                                  ---------------------
                                         (in thousands, except loss per share)
Numerator:

    Net loss.......................      $       (2,804)    $      (5,192)
    Preferred stock dividends......                (271)                -

    Accretion of redeemable
      preferred stock..............                 (38)                -
                                         ---------------------------------

    Net loss applicable to
      common stockholders..........      $       (3,113)    $      (5,192)

Denominator:
    Denominator for basic and
      diluted loss per share-weighted
      average shares...............                 336            36,135
                                         ---------------------------------
    Basic and diluted loss
      per common share.............      $        (9.26)    $       (0.14)
                                         ==============     =============

The  following  securities  and  number of shares  have been  excluded  from the
diluted  per share  computations  as they are  antidilutive  for the three month
periods ended March 31, 1999 and 2000.

                                                        1999         2000
                                                        ------------------
                                                         (in thousands)

 Convertible redeemable preferred stock Series A        6,550           -
 Convertible redeemable preferred stock Series C        3,495           -
 Stock options                                          5,907       5,667
 Stock warrants                                         2,315           -


On December  21, 1999,  MapQuest  issued to America  Online,  Inc. an option and
reserved  common stock in  conjunction  with the merger  agreement for 3,571,661
shares at an  exercise  price of  $27.00  per  share.  These  options  have been
excluded from the diluted per share computations as they are antidilutive.


7.    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


                                      -11-
<PAGE>

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 MapQuest's 1999 Form 10-K.  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.

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.

                                                      Three months ended
                                                            March 31
                                                      1999             2000
                                                  ----------------------------
                                                          (in thousands)

Business segment revenues:

  MapQuest business/consumer-trade...........     $   3,028         $   7,433
  Digital mapping services-trade.............         3,128             2,958
                                                  ---------         ---------
       Total                                          6,156            10,391

Business segment profit:

  MapQuest business/consumer ................         1,103             2,614

  Digital mapping services...................           588               731
                                                  ---------         ---------
  Total segment profit.......................         1,691             3,345

Reconciling items:

  Operating expenses.........................        (4,531)           (9,147)

  Interest income and other..................            37               610
                                                  ---------         ---------
Pre-tax loss.................................     $  (2,803)        $  (5,192)
                                                  =========         =========


8.    Contingent Matters

MapQuest  has been  approached  by Unisys  Corporation  ("Unisys")  concerning a
license under U.S. Patent No.  4,558,302,  which covers certain data compression
technology  commonly  referred  to as the  Lempel-Zev-Welch  or  ALZW@algorithm.
Unisys and MapQuest are presently engaged in negotiations  concerning a possible
settlement.

                                       -12-
<PAGE>

Unisys has not filed a lawsuit,  although it has  suggested the  possibility  of
litigation  to enforce the '302 patent if  negotiations  are  unsuccessful.  The
Company believes the ultimate resolution of this matter will not have a material
adverse effect on the Company's  financial position,  results of operations,  or
liquidity.  Under the terms of MapQuest's  merger  agreement with America Online
entered  into on December  21,  1999,  MapQuest  may not settle  certain  claims
without America Online's consent.

Universal Map  Enterprises,  Inc. filed a lawsuit  against  MapQuest and America
Online in the United States District Court in the Western  District of New York.
In that lawsuit,  Universal Map Enterprises  alleges claims against MapQuest for
breach of contract,  conversion and specific  performance,  and against  America
Online for tortious interference with business arrangements,  in connection with
an alleged  agreement to sell MapQuest's  online  electronic  commerce  website,
MapStore.com,  to Universal Map. Since the commencement of the action, Universal
Map has  subsequently  agreed to dismiss  America Online from the action without
prejudice.  Universal  Map is seeking to recover  $1,000,000  in damages  and/or
specific performance of the alleged agreement, plus costs and fees. MapQuest and
Universal Map have entered into a stipulation whereby MapQuest has agreed not to
frustrate  the  ability of  Universal  Map to enforce a  judgment  for  specific
performance against MapQuest if so rendered. On February 18, 2000, Universal Map
filed a motion for summary  judgment with the court seeking summary  disposition
of its claims prior to discovery and trial. MapQuest's opposition to that motion
is set to be filed with the court.  MapQuest  denies  liability  and  intends to
vigorously contest the motion and defend the action.  Management does not expect
the claim will have a material adverse effect on MapQuest's  financial position,
results of operations, or liquidity.

On April 6, 2000,  Furman Roth,  Inc.  filed a lawsuit  against  MapQuest in the
Supreme  Court of the State of New York,  County  of New York.  In the  lawsuit,
Furman Roth alleges  claims  against  MapQuest  for breach of  contract,  fraud,
quantum  meruit  and unjust  enrichment  in  connection  with  alleged  services
rendered with respect to certain  placement of advertising  by MapQuest.  Furman
Roth is seeking to recover  $1,575,000  in damages,  plus  unspecified  punitive
damages.  MapQuest denies liability and intends vigorously to defend against the
complaint.  Management  does not expect  the claim will have a material  adverse
effect on MapQuest's financial position, results of operations, or liquidity.

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


9.    New Accounting Pronouncements

In  December  1999,  the  Securities  and  Exchange  Commission  released  Staff
Accounting   Bulletin   ("SAB")  No.  101  "Revenue   Recognition  in  Financial
Statements."  SAB 101,  as  amended,  provides  additional  guidance in applying
generally accepted  accounting  principles for revenue  recognition in financial
statements.  MapQuest  plans to adopt any  changes it believes to be mandated by
the SAB no later than the second  quarter of 2000.  MapQuest does not expect the
SAB to have a material impact on the reported  financial  position or results of
operations of MapQuest.

                                      -13-
<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  included in
MapQuest's 1999 Form 10-K.

         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 1933, 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
REGISTRATION STATEMENT,  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 high-traffic  websites offering users
a wide range 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

                                      -14-

<PAGE>

website 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.  In
1999, MapQuest began to focus on developing wireless and voice applications that
allow  MapQuest users to access driving  directions and find  information  about
various points of interest.

         On December 22, 1999, the Company announced that it will be acquired by
America Online, Inc. in an all-stock  transaction pursuant to a merger agreement
executed on December 21, 1999.  Shareholders  of MapQuest  will receive  0.31558
shares of America  Online common stock for each share of MapQuest  common stock.
The transaction is expected to close in mid-2000,  subject to various conditions
including   customary   regulatory   approvals  and  the  approval  of  MapQuest
shareholders. The transaction will be accounted for as a pooling-of-interests by
America Online.

         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  websites.  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 and if no
significant  obligations  remain  outstanding.  Further,  under those agreements
where  MapQuest has a maintenance  or upgrade  obligation,  MapQuest  recognizes
revenue for these  obligations  over the period of the obligation.  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

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<PAGE>

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
and  if no  significant  obligations  remain  outstanding.  Royalty  revenue  is
recognized upon receipt of payment or evidence royalties have been earned.  With
respect to 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 $6.2 million and $10.4 million for the three months ended
March 31, 1999 and 2000,  respectively.  The  increase in revenues is  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 456 at March 31, 1999 to 1,301 at March 31,  2000,  an
increase of 185%. The consumer segment also experienced  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 2000  were  partially  offset by lower  digital  mapping  services  volume as
compared to the same period in 1999.  For the three months ended March 31, 2000,
business and consumer  related  revenues and digital mapping revenues were 71.5%
and 28.5% percent of total revenues,  respectively,  compared to 49.2% and 50.8%
respectively  for the three months ended March 31,  1999.  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 from $4.5 million
to  $7.0   million  for  the  three  months  ended  March  31,  1999  and  2000,
respectively. This increase was 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.

Business and consumer costs increased by $2.9 million, from $1.9 million for the
three  months  ended March 31, 1999 to $4.8  million for the three  months ended
March 31, 2000. As a percent of business and consumer  revenue,  these  expenses
were 64.8% for the three months  ended March 31, 2000  compared to 63.6% for the
same period in 1999.  The increase in business and consumer  costs was primarily
related 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.
Digital mapping  services costs decreased by $0.3 million,  from $2.5 million to
$2.2 million for the three  months ended March 31, 1999 and 2000,  respectively.
As a percent of digital mapping services revenue,  these expenses were 75.3% for
the three months  ended March 31, 2000  compared to 81.2% for the same period in
1999. The decrease in digital

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<PAGE>

mapping services costs was primarily  related to decreased print and paper costs
for printed products as a result of lower digital mapping services revenue.

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  materials.  Sales  and  marketing
expenses  were $6.2  million,  or 59.9% of revenues,  for the three months ended
March 31, 2000.  For the three months ended March 31, 1999,  sales and marketing
expenses were $2.8 million, or 45.6% of revenues. This period-to-period increase
was primarily  attributable to MapQuest's  marketing  promotions and advertising
efforts as well as an  increase in the number of sales and  marketing  personnel
and related expenses.

         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
$1.3 million the three  months  ended March 31,  2000,  and $0.8 million for the
three months ended March 31, 1999. As a percentage of revenues,  these  expenses
were 12.1% and 12.7%,  respectively,  for the three  months ended March 31, 2000
and  1999.  This  period-to-period  increase  in  dollar  amount  was  primarily
attributable  to MapQuest's  commitment to continue to invest in the development
of business and consumer products.  The decrease as a percentage of revenue is a
result of higher  revenues in the first quarter of 2000 versus the first quarter
of 1999.

         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 $1.7 million and $0.9 million
for the  three  months  ended  March  31,  2000  and  1999,  respectively.  As a
percentage of revenues, these expenses were 16.0% and 15.2%,  respectively,  for
the three months ended March 31, 2000 and 1999. This  period-to-period  increase
was primarily attributable to increased salaries,  professional service fees and
other expenses 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 2000.

Income Taxes

         MapQuest paid no income taxes for the three months ended March 31, 1999
and 2000, 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.

                                      -17-

<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 March 31, 2000,  MapQuest had $36.9 million of cash
and cash equivalents and $2.0 million in short-term investments.

         MapQuest's days sales outstanding in accounts receivable, calculated on
a quarterly basis, were 84 days at March 31, 1999 and 99 days at March 31, 2000.
Due to  quarter-to-quarter  revenue  fluctuations,  days  sales  outstanding  in
accounts  receivable may  periodically  exceed 90 days.  The average  collection
period is a result of the payment practices of some of MapQuest's customers.

         Net cash used in  operating  activities  was $0.7 million for the three
months  ended March  31,1999,  and $4.7 million for the three months ended March
31, 2000.  In both periods cash used by  operating  activities  was  primarily a
result of net losses.

         Net cash used in  investing  activities  was $0.6 million for the three
months ended March 31, 1999.  This  resulted  from the purchases of property and
equipment.  Net cash provided by investing  activities was $18.9 million for the
three months ended March 31, 2000.  This resulted from net sales and  maturities
of short-term  investments of $21.6 million and property and equipment purchases
of $2.7 million, which included  capitalization of software development costs of
$1.0 million.

         Net cash  provided by  financing  activities  was $0.9  million for the
three  months ended March  31,1999,  and $3.3 million for the three months ended
March 31, 2000. In 1999, the amount resulted primarily from borrowings under the
MapQuest  line of credit and in 2000 the amount  resulted  from the  exercise of
460,060 stock options.

         MapQuest  believes  its  existing  cash  and  cash   equivalents,   and
short-term  investments,  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.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

         MapQuest does not hold derivative  financial  instruments or derivative
equity securities in its investment portfolio. The Company's policy is to invest
excess cash in debt instruments of the U.S. government and its agencies,  and of
high quality corporate issuers with maturities ranging primarily from one day to
less than six months.  These  securities are subject to  interest-rate  risk and
will decrease in value if interest rates increase.  Due to the short-term nature
of  these   investments,   MapQuest  believes  that  the  risk  associated  with
interest-rate  fluctuations  does not pose a material  risk to the Company.  The
Company's  operations  are conducted  primarily in the United States and as such
are not subject to material foreign currency exchange rate risk.

                                      -18-

<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         See Note 8 of the Notes to financial statements.


Item 2.  Changes in Securities and Use of Proceeds

         (a)      Recent Sales of Unregistered Securities

         During  the three  months  ended  March  31,  2000  MapQuest  issued an
aggregate of 581,600 options to purchase its common stock to its employees, with
exercise  prices  ranging  from  $17.42  per share to $20.75  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  March 31,  2000,  employees  exercised
options to  purchase  460,060  shares of common  stock of  MapQuest  at exercise
prices ranging from $0.04 to $15.00 per share. These shares of common stock were
issued in reliance upon Rule 701 promulgated under the Securities Act.

         (b)      Use of Proceeds from Sales of 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.  Net proceeds to MapQuest,  after  deducting  underwriting  discounts and
commissions of $4,830,000 and offering expenses of approximately $2,570,000 were
$61,600,000.  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  $8.3  million  in net
proceeds to MapQuest.  MapQuest used approximately  $8,700,000 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 short-term,  interest  bearing
investment  grade  obligations with various  maturities  ranging from one day to
twelve months.


Item 3.  Defaults upon Senior Securities

         Not applicable.


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

         None.

                                      -19-
<PAGE>



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  6 of  the  Notes  to  the  Financial
                           Statements.

                  27.4     Financial Data Schedule.

         (b)      MapQuest did not file any reports on Form 8-K during the three
                  months ended March 31, 2000.


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:    May 15, 2000                      MAPQUEST.COM, INC.

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



                                      -20-