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 June 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 S-1 (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 June 30, 1999 was 32,828,576.






                                        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 June 30, 1999 (unaudited)                     4

                           Unaudited Statements of Operations for
                           the three months ended June 30, 1998
                           and 1999 and the six months ended
                           June 30, 1998 and 1999                            7

                           Unaudited Statements of Cash Flows
                           for the six months ended
                           June 30, 1998 and 1999                            8

                           Notes to Unaudited Interim Financial
                           Statements                                       10

         ITEM 2.           Management's Discussion and
                           Analysis of Financial
                           Condition and Results of Operations              17

         ITEM 3.           Quantitative and Qualitative
                           Disclosure About Market Risk                     24

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                  25

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

         ITEM 5.           Other Information                                26

         ITEM 6.           Exhibits and Reports on Form 8-K                 26

         ITEM 7.           Signatures                                       27


                                        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,         June 30,
                                                  1998              1999
                                              -----------        -----------
                                  ASSETS                         (unaudited)
Current assets:
    Cash and cash equivalents                       $ 564          $ 49,754
    Short term investments                              -             5,969
    Accounts receivable, net of
      allowance for doubtful
      accounts (1998--$470; 1999--$580)             6,647             6,682
    Accounts receivable - affiliates                  128               219
    Inventories                                     1,365             1,023
    Contract work in progress                         147               306
    Prepaid expenses and other current assets         482             1,111
                                              -----------        -----------
         Total current assets                       9,333            65,064

Property and equipment, net of
  accumulated depreciation
  (1998--$3,433; 1999--$4,060)                      1,844             2,646
Goodwill, net                                         178               163
Other assets                                           95               956
                                              -----------        -----------
         Total assets                             $11,450           $68,829
                                              ===========        ===========



                                        4


<PAGE>

                             BALANCE SHEET (cont'd)


                                              December 31,       June 30,
                                                  1998             1999
                                            ================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                  (unaudited)

Current liabilities:
    Accounts payable                             $1,715           $2,515
    Current portion of note payable                  48               19
    Accrued personnel costs                         562              774
    Advance billings on contracts                   498            1,079
    Deferred revenue                              1,208            1,604
    Other accrued liabilities                     1,001            1,331
                                            ---------------- ----------------
         Total current liabilities                5,032            7,322
                                            ---------------- ----------------

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)               -



                                        5

<PAGE>


                             BALANCE SHEET (cont'd)


                                              December 31,       June 30,
                                                  1998             1999
                                            ================ ================
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:
      Authorized shares - 100,000,000
      Issued and outstanding shares,
        336,028 in 1998 and
        32,828,576 in 1999                            -               33

    Notes receivable for common stock                 -             (224)

    Additional paid in capital                      140           88,493

    Retained deficit                            (19,908)         (26,795)
                                            ---------------- ----------------
         Total stockholders' equity (deficit)   (19,768)          61,507
                                            ---------------- ----------------
         Total liabilities and stockholders'
           equity (deficit)                     $11,450          $68,829
                                            ================ ================


See accompanying notes to the financial statements.



                                        6



<PAGE>



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


<TABLE>
<CAPTION>
                                                         Three months ended            Six months ended
                                                               June 30                     June 30
                                                        1998          1999            1998         1999
                                                     ----------    ----------      ----------   ----------
<S>                                                 <C>           <C>             <C>          <C>
Revenues
    Business                                        $     1,334   $     2,467     $     3,054  $     4,473
    Consumer                                                259         1,513             551        2,535
                                                     ----------    ----------      ----------   ----------
    Total business and consumer revenues                  1,593         3,980           3,605        7,008
    Digital mapping                                       4,729         3,430           8,267        6,558
                                                     ----------    ----------      ----------   ----------
         Total revenues                                   6,322         7,410          11,872       13,566

Cost of revenues
    Business and consumer                                 1,014         2,322           2,144        4,247
    Digital mapping                                       3,604         2,499           6,128        5,039
                                                     ----------    ----------      ----------   ----------
         Total cost of revenues                           4,618         4,821           8,272        9,286
                                                     ----------    ----------      ----------   ----------

Gross profit                                              1,704         2,589           3,600        4,280
Operating expenses
    Sales and marketing                                   1,067         4,364           2,550        7,173
    Product development                                     813         1,320           1,690        2,104
    General and administrative                              527           998             992        1,936
                                                     ----------    ----------      ----------   ----------
         Total operating expenses                         2,407         6,682           5,232       11,213
                                                     ----------    ----------      ----------   ----------
Operating loss                                             (703)       (4,093)         (1,632)      (6,933)

Interest income and expense, net                             14           317              37          319
Other income                                                 70            58             117           93
                                                     ----------    ----------      ----------   ----------
Loss before provision for income taxes                     (619)       (3,718)         (1,478)      (6,521)
Provision for income taxes                                    -             -               -            1

         Net loss                                   $      (619)  $    (3,718)    $    (1,478) $    (6,522)
Less preferred stock dividends and accretion                (38)          (70)           (330)        (378)

Net loss applicable to common stockholders          $      (657)  $    (3,788)    $    (1,808) $    (6,900)

Basic and diluted loss per share                    $     (2.01)  $     (0.18)    $     (6.09) $     (0.65)
   Shares used to compute basic and diluted loss
    per share                                           326,129    20,886,590         296,753   10,668,182
Pro forma basic and diluted loss per share          $     (0.02)  $     (0.12)    $     (0.05) $     (0.22)
   Shares used to compute pro forma basic and
    diluted loss per share                           27,987,584    30,930,910      27,958,208   29,489,617
                                                     ==========    ==========      ==========   ==========
</TABLE>


See accompanying notes to the financial statements.


                                        7



<PAGE>

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

                                                         Six months ended
                                                             June 30
                                                             -------
                                                       1998           1999
                                                   ------------   ------------

Operating Activities

Net loss                                           $    (1,478)   $    (6,522)

Adjustments to reconcile net loss to
  net cash used in operating activities:
Depreciation                                               606            627
Amortization                                                15             15
Provision for doubtful accounts                             96            110
Compensation expense recognized                             38              -
Equity in earnings of joint venture                        (55)           (83)
Changes in operating assets and liabilities
    Accounts receivable                                   (737)          (145)
    Accounts receivable - affiliates                        20            (91)
    Inventories                                            234            342
    Contract work in progress                             (119)          (159)
    Prepaid expenses                                       368           (629)
    Other assets                                           (68)          (778)
    Accounts payable                                       (54)           800
    Advance billings on contracts                           43            581
    Deferred revenue                                       427            396
    Accrued personnel costs and other liabilities         (184)           543
                                                   ------------   ------------
Net cash used in operating activities                     (848)        (4,993)

Investing activities
Purchase of short term investments                           -         (5,969)
Property and equipment purchases                          (518)        (1,429)
                                                   ------------   ------------
Net cash used in investing activities                     (518)        (7,398)

Financing activities
Principal payments on debt                                 (25)           (29)
  Principal payments received on notes
    receivable arising from issuance of stock                -             67
Exercise of common stock options and warrants                5             40


                                        8



<PAGE>

                        STATEMENTS OF CASH FLOWS (cont'd)


                                                         Six months ended
                                                             June 30
                                                             -------
                                                       1998           1999
                                                   ------------   ------------
Proceeds from issuance of stock,
  net of offering costs                                      -         70,163
Redemption of preferred stock                                -         (8,660)
                                                   ------------   ------------
Net cash provided by (used in)
  financing activities                                     (20)        61,581
                                                   ------------   ------------

Net (decrease) increase in cash and
  cash equivalents                                      (1,386)        49,190
Cash and cash equivalents, beginning of period           2,482            564
                                                   ------------   ------------
Cash and cash equivalents, end of period           $     1,096    $    49,754
                                                   ============   ============

Supplemental cash flow information
Stock dividends paid on Preferred Stock Series B   $       254    $       328
                                                   ============   ============

See accompanying notes to the financial statements.




                                        9



<PAGE>



                               MAPQUEST.COM, INC.

                          Notes to Financial Statements
                                  June 30, 1999
                                   (unaudited)


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  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 and six-month periods ended June
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 pursuant to which  3,645,000  shares of
common stock were reserved for future issuance and established

                                       10



<PAGE>



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  $8.1  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 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 June 30, 1999 were not significant.


4.       Inventories

         Inventories are comprised of the following:


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

          Materials                       $         96       $         247
          Work-in-process                          336                 233
          Finished goods                           933                 543
                                          ---------------    ----------------
                                          $      1,365       $       1,023
                                          ===============    ================


5.       Loss Per Share

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


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

Numerator:
    Net loss....................................   $     (619)   $   (3,718)
    Preferred stock dividends...................             -          (57)
    Accretion of redeemable preferred stock.....          (38)          (13)
                                                    ----------    ----------
    Net loss applicable to common stockholders..   $     (657)   $   (3,788)
                                                    ==========    ==========



                                       11



<PAGE>


                                                           Three months ended
                                                                 June 30
                                                        ------------------------
                                                           1998          1999
                                                        -----------  -----------
                                                            (in thousands,
                                                        except loss per share)
Denominator:
    Denominator for basic and diluted loss per share--
         weighted average shares.......................       326       20,887
                                                        -----------  -----------
    Basic and diluted loss per common share............ $   (2.01)   $   (0.18)
                                                        ===========  ===========


                                                            Six months ended
                                                                 June 30
                                                        ------------------------
                                                           1998          1999
                                                        -----------  -----------
                                                            (in thousands,
                                                        except loss per share)

Numerator:
    Net loss........................................... $  (1,478)   $  (6,522)
    Preferred stock dividends..........................      (254)        (328)
    Accretion of redeemable preferred stock............       (76)         (50)
                                                        -----------  -----------
    Net loss applicable to common stockholders......... $  (1,808)   $  (6,900)
                                                        ===========  ===========
Denominator:
    Denominator for basic and diluted loss per share--
         weighted average shares.......................       297       10,668
                                                        -----------  -----------
    Basic and diluted loss per common share............ $   (6.09)   $   (0.65)
                                                        ===========  ===========


The  following  securities  and  number of shares  have been  excluded  from the
diluted per share computations as they are antidilutive:


                                                               Three and
                                                            Six months ended
                                                                 June 30
                                                        ------------------------
                                                            1998        1999
                                                        -----------  -----------
                                                              (in thousands)

Convertible redeemable preferred stock Series A             6,550            -
Convertible redeemable preferred stock Series C             3,495            -
Stock options                                               3,271        6,344
Stock warrants                                              2,273        2,270

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 June 30, 1998 and the
redemption

                                       12



<PAGE>



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.

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

Numerator:
    Net loss applicable to common stockholders......... $    (657)   $  (3,788)
    Redeemable preferred stock -- Series C accretion...        38           13
    Preferred stock dividends on cumulative
      preferred stock--Series B........................         -           57
                                                        -----------  -----------
    Numerator for pro forma basic and diluted loss per
         share......................................... $    (619)      (3,718)
                                                        ===========  ===========

Denominator:
    Weighted average number of common shares...........       326       20,887
    Assumed conversion of preferred shares to  common
         shares(1).....................................    27,122        9,835
    Assumed issuance of common shares to redeem
         Series B Preferred Stock(1)...................       539          209
                                                        -----------  -----------

    Denominator for pro forma basic
      and diluted loss per share.......................    27,987       30,931
                                                        -----------  -----------
    Pro forma basic and diluted loss per share......... $   (0.02)   $   (0.12)
                                                        ===========  ===========


                                       13


<PAGE>

                                                            Six months ended
                                                                 June 30
                                                        ------------------------
                                                           1998          1999
                                                        -----------  -----------
                                                            (in thousands,
                                                        except loss per share)
Numerator:
    Net loss applicable to common stockholders......... $  (1,808)   $  (6,900)
    Redeemable preferred stock -- Series C accretion...        76           50
    Preferred stock dividends on
      cumulative preferred stock -- Series B...........       254          328
                                                        -----------  -----------
    Numerator for pro forma basic and
         diluted loss per share ....................... $  (1,478)   $  (6,522)
                                                        ===========  ===========

Denominator:
    Weighted average number of common shares...........       297       10,668
    Assumed conversion of preferred shares to common
         shares(1).....................................    27,122       18,383
    Assumed issuance of common shares to redeem
         Series B Preferred Stock(1)...................       539          439
                                                        -----------  -----------

    Denominator for pro forma basic and diluted loss per
         share.........................................    27,958       29,490
                                                        -----------  -----------
    Pro forma basic and diluted loss per share......... $   (0.05)   $   (0.22)
                                                        ===========  ===========

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


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.


                                       14

<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.



                                    Three months ended       Six months ended
                                          June 30                 June 30
                                    ------------------       ----------------
                                        1998       1999       1998      1999
                                      -------    -------    -------   -------
                                        (in thousands)       (in thousands)

Business segment revenues:
  MapQuest business/consumer trade.  $  1,593   $  3,980   $  3,605  $  7,008
  Digital mapping services trade...     4,729      3,430      8,267     6,558
                                      -------    -------    -------   -------
       Total                            6,322      7,410     11,872    13,566

Business segment profit:
  MapQuest business/consumer ......       579      1,658      1,461     2,761
  Digital mapping services.........     1,125        931      2,139     1,519
                                      -------    -------    -------   -------
  Total segment profit.............     1,704      2,589      3,600     4,280

Reconciling items:
  Operating expenses...............    (2,407)    (6,682)    (5,232)  (11,213)
  Other and interest income........        84        375        154       412
                                      -------    -------    -------   -------
Pre-tax loss.......................  $   (619)  $ (3,718)  $ (1,478) $ (6,521)
                                      =======    =======    =======   =======


7.       Contingent Matters

On December 14, 1998, Mark Tornetta filed a lawsuit  against Moore U.S.A.,  Inc.
in the United States  District Court for the Eastern  District of  Pennsylvania.
MapQuest is  defending  this matter  pursuant to an  indemnity  provision in its
contract  with Moore U.S.A.,  Inc. Mr.  Tornetta's  patent  describes a specific
method for  searching  real estate  properties,  which Mr.  Tornetta  alleges is
infringed  by Moore  U.S.A.,  Inc.'s  online and other real estate  services.  A
motion to dismiss was filed on behalf of Moore, based on failure to join another
company as the patent owner and real party in interest.  Tornetta did not oppose
the motion,  and the case was dismissed on April 30, 1999.  However,  there is a
possibility  the  action  may be  refiled  naming  both  Moore and  MapQuest  as
defendants.

On  January  26,  1999,  Civix-DDI,  LLC filed a lawsuit  in the  United  States
District Court for the District of Colorado against twenty different defendants,
including  MapQuest.  Eight of these  defendants  are  licensees  of  MapQuest's
technology  and may  have  rights  to  indemnification  under  their  respective
agreements  or at law. The  complaint  alleged  infringement  by MapQuest of two
patents,  through,  for example,  the manufacture,  use, sale, and offer to sell
electronic yellow page services systems and products.  On May 3, 1999,  MapQuest
and Civix entered into a license agreement, dated May 3, 1999, pursuant to which
MapQuest acquired a license under the Civix patents.  The license agreement also
provides  certain  rights to  customers  and end users of MapQuest  products and
services.  Pursuant to the license  agreement,  MapQuest paid a one-time license
fee. In  connection  with the  acquisition  of the  license,  MapQuest and Civix
agreed to settle the lawsuit and to jointly seek entry in

                                       15



<PAGE>



the lawsuit of an  agreed-upon  order  dismissing  MapQuest from the lawsuit and
dismissing certain claims against MapQuest's  co-defendant customers relating to
their use and sale of MapQuest  products and services.  The order was entered by
the Court on May 18, 1999.

MapQuest  periodically  receives  notices  of claims  arising  out of the normal
course of business. In the opinion of management,  these matters will not have a
material adverse effect on MapQuest's financial position, results of operations,
or liquidity.


                                       16



<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 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

                                       17



<PAGE>



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



                                       18



<PAGE>



Results of operations

Revenues

         Revenues were $7.4 million and $13.6 million for the second quarter and
first half of 1999, respectively, compared to $6.3 million and $11.9 million for
the  corresponding  periods in 1998.  The  increases  in revenues for the second
quarter  and  first  half of 1999  compared  to the  same  periods  in 1998  are
primarily  attributable  to increased  business and  consumer  Internet  related
revenues  as a result  of both an  increase  in the  number  of  advertisers  on
mapquest.com  and an  increase  in the  number  of  business  clients  requiring
Internet  mapping  services.  These  increases  reflected in 1999 were partially
offset by lower digital mapping  services volume as compared to the same periods
in 1998.  For the  three-months  ended  June 30,  1999,  as a  percent  of total
revenues,  business and consumer  related  revenues and digital mapping revenues
were 54% and 46%,  respectively,  compared to 25% and 75%  respectively  for the
three  months ended June 30,  1998.  MapQuest  expects its business and consumer
related  revenues to become a greater  percentage  of its total  revenues in the
future and expects a corresponding decrease in its digital mapping revenues as a
percentage of total revenues 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 $4.8 million
and $9.3  million for second  quarter and first half of 1999,  respectively,  as
compared to $4.6 million and $8.3 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 the mapquest.com web site traffic grew and
as the number of business clients grew.

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
$4.4 million, or 58.9% of revenues, for the quarter ended June 30, 1999. For the
six months ended June 30, 1999, sales and marketing  expenses were $7.2 million,
or 52.9% of  revenues.  In  comparison,  the  second  quarter  of 1998 sales and
marketing expenses were $1.1 million,  or 16.9% of revenues,  and the six months
ended June 30, 1998 sales and marketing expenses were $2.6 million,  or 21.5% 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.


                                       19



<PAGE>



         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 and $2.1
million,  respectively, for the three months and six months ended June 30, 1999,
and $.8 million and $1.7  million,  respectively,  for the three  months and six
months ended June 30, 1998.  As a percentage  of revenues,  these  expenses were
17.8% and 15.5%,  respectively,  for the three-month and six-month periods ended
June 30, 1999 versus 12.9% and 14.2%,  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 $1.0 million and $1.9 million,  respectively,  for
the three  months and six months,  ended June 30, 1999  compared to $ .5 million
and $1.0 million,  respectively, for the three months and six months, ended June
30, 1998.  As a percentage  of revenues,  these  expenses  were 13.5% and 14.3%,
respectively,  for the  three-month  and six-month  periods ended June 30, 1999,
compared  to 8.3% and 8.4%,  respectively,  for the  three-month  and  six-month
periods ended June 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  were
incurred in 1999, as well,  related to being a publicly  held entity,  including
additional  personnel,  as well as directors' and officers'  liability insurance
and professional services fees.

         Income Taxes

         MapQuest paid no income taxes for the three months and six months ended
June 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.


         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 June 30, 1999, MapQuest had $49.8 million of cash and
cash equivalents and $6.0 million in short-term investments.

                                       20



<PAGE>



         Net cash  used in  operating  activities  was $.8  million  for the six
months  ended June  30,1998,  and $5.0 million for the six months ended June 30,
1999. In both periods cash used by operating  activities  was primarily a result
of net losses.

         Net cash  used in  investing  activities  was $.5  million  for the six
months  ended June 30, 1998 and $ 7.4 million for the six months  ended June 30,
1999.  This increase was due to the purchase of short-term  investments of $ 6.0
million with a portion of the initial public offering proceeds and a $.9 million
increase related to property and equipment purchases over 1998 levels.

         Net cash used in financing activities was less than $.1 million for the
six months ended June 30,1998, and net cash provided by financing activities was
$61.6 million for the six months ended June 30,1999.  In 1999, the net amount of
$61.6  million  resulted  primarily  from the sale of common  stock,  net of the
redemption of Preferred Stock.

         MapQuest's capital  commitments for the six month period ended June 30,
1998 and the six month period ended June 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 June 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.

         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 $8.1 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

                                       21



<PAGE>



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 using "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 third parties. MapQuest's IT systems consist of software
and data developed either in-house 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 is continuing
to perform assessments of its non-information  technology systems, which include
many of the  building and office  equipment  and  systems.  To date,  MapQuest's
assessment has consisted of the following steps:

o        establishing  a Year  2000  Committee  in the  third  quarter  of  1998
         consisting  of  managers  from  all  relevant  functional  areas of the
         Company;

o        identifying  and  evaluating  all  software  and  hardware  upon  which
         MapQuest is dependent;

o        contacting  third-party  vendors of hardware,  software  and  services,
         including database providers that MapQuest utilizes;

o        contacting  material  non-information  technology  systems  and service
         providers;

o        developing  procedures 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; and

o        assessing the need for and developing a business contingency plan.

o        As of the end of the second quarter of 1999, MapQuest has performed the
         following:

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;


                                       22

<PAGE>



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 and  continues  to revise its code as  necessary to improve the
         Year 2000 compliance of its proprietary systems;

o        MapQuest  is  continuing  to upgrade  and test all other  hardware  and
         software used in its operations;

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;

o        accounting and sales tracking systems have been implemented  which meet
         Y2K  standards  and a human  resource  information  system is currently
         being replaced with Y2K compliant  software with  implementation by the
         end of the third quarter;

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;

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; and

o        MapQuest continues to assess its non-IT systems.

         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 during the summer of 1999.

         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.


                                       23



<PAGE>



         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 . 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 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 one  year.  Therefore,  in the  near  term,
MapQuest's  primary  exposure to market risk will  result  from  interest  rates
associated with these investments.


                           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  June 30,  1999  MapQuest  issued  an
aggregate of 523,640 options to purchase its common stock to its employees, with
exercise prices ranging from $15.00 per share to $19.25 per share.  The issuance
of a significant  portion of these securities was made in reliance upon Rule 701
promulgated  under the  Securities  Act.  Those  issuances that were not made in
reliance upon Rule 701 were exempt from registration under the Securities Act in
reliance on Section 4(2) of the Securities Act.

                                       24



<PAGE>



         During the three months ended June 30, 1999,  employees and consultants
exercised  options to  purchase  19,440  shares of common  stock of  MapQuest at
exercise  prices  ranging  from $.04 to $.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 June 30,  1999,  44,457  shares of common
stock were issued upon exercise of warrants at prices ranging from $.01 to $1.30
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
$8.1 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 short-term,  interest bearing  investment grade
obligations with various maturities ranging from one day to one year.

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

                                       25



<PAGE>



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:

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

                  27.1     Financial Data Schedule
                  27.2     Financial Data Schedule
                  27.3     Financial Data Schedule

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



                                       26

<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:    August 16, 1999                   MAPQUEST.COM, INC.

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


                                       27