File Number: 000-28285

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-K/A
AMENDMENT NO. 1

(MARK ONE)

|/x/ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ------------------------------------------------------------------------------------

FOR THE FISCAL YEAR ENDED DECEMBER 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: 000-28285

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MEDICALOGIC/MEDSCAPE, INC.(Exact name of registrant as specified in its charter)

OREGON(State or other jurisdiction of
incorporation or organization)

93-0890696(I.R.S. Employer Identification No.)20500 NW EVERGREEN PARKWAY,
HILLSBORO, OREGON(Address of principal executive offices)

97124(Zip Code)


Registrant's telephone number, including area code:(503) 531-7000

Securities registered pursuant to Section 12(b) of the Act:None

Securities
registered pursuant to Section 12(g) of the Act: Common Stock, no par value per share

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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. Yes /x/ No / /

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /

The
aggregate market value of the registrant's common stock held by nonaffiliates as of April 16, 2001 was approximately $71,447,000.

The
number of shares outstanding of the registrant's common stock as of April 16, 2001 was 56,203,054.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A amends the Form 10-K filed by MedicaLogic/Medscape, Inc. (the
"Company") on March 5, 2001. This Form 10-K/A amends Part III (Items 10, 11, 12 and 13) of the Company's original Form 10-K filing only, and
all other portions of the Company's original 10-K filing remain in effect.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Certain information required by this item concerning executive officers is set forth in Part I of this Report under "ITEM 4A.EXECUTIVE
OFFICERS OF THE REGISTRANT."

DIRECTORS

Set forth below is information as of April 30, 2001 about each director of the Company, including his or her business experience during the past five
years.

Name

Age

PositionMark K. Leavitt

50

Chairman of the BoardDavid C. Moffenbeier

49

DirectorGeorge D. Lundberg, M.D.

67

DirectorArthur N. Leibowitz

53

DirectorThomas A. Croskey

45

DirectorBruce M. Fried

51

DirectorC. Martin Harris

44

DirectorAndrew Heyward

50

DirectorRonald H. Kase

42

DirectorNeal Moszkowski

35

DirectorMark A. Stevens

41

Director


Mark K. Leavitt,Director.Dr. Leavitt has been Chairman of the
Board of the Company since 1985. Dr. Leavitt founded MedicaLogic in 1985 and served as the Chief Executive Officer from 1985 until May 2000. From 1992 to 1996 he served as a faculty
member for St. Vincent Internal Medicine Family Practice and concurrently served as Medical Director and Regional Information Systems Director for Sisters of Providence Health Care System from 1992 to
1994. From 1982 to 1992, Dr. Leavitt operated a
private practice of internal medicine. From December 1997 to June 1998, he served on the Board of Directors of Physician Partners, Inc.

David C. Moffenbeier,Director.Mr. Moffenbeier has been a
director of the Company since 1994. Mr. Moffenbeier became President and Chief Executive Officer in May 2000. From 1994 until May 2000, he served as Chief Operating Officer of the
Company. From 1993 to 1994, Mr. Moffenbeier served as Chairman of the Board of Directors of Summit Design Inc., a supplier of software tools for integrated circuits. Previously,
Mr. Moffenbeier co-founded Mentor Graphics Corp., a manufacturer of hardware and software for electronic design automation, where he served as a director from 1981 to 1993 and as
its Chief Financial Officer from 1981 to 1984, its Vice President of International Sales from 1985 to 1988 and its Vice President of Worldwide Sales from 1989 to 1993. He currently serves on the Board
of Directors of Providence Good Health Plan, a health care management organization.

George D. Lundberg,Director.Dr. Lundberg has been a director
of the Company in August 2000. Dr. Lundberg became the Executive Vice President and Editor in Chief when Medscape, Inc. merged with the Company in May 2000. Prior to the
merger, he served as Editor in Chief of Medscape, Inc. from February 1999 to May 2000. Prior to joining the Company, he served as Editor of the Journal of the American Medical
Association and also served as the Editor in Chief of Scientific Information and Multimedia, a publication of the American Medical Association, for seventeen years.

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Arthur N. Leibowitz,Director.Dr. Leibowitz has been a director
of the Company since December 2000. At that time, he also became the Executive Vice President, Digital Health Strategy and Business Development. Prior to joining the Company, he served as the
Chief Medical Officer for Aetna U.S. Healthcare from 1992 to December 2000 and held various other positions from 1987 to 1992. Prior to 1987, Dr. Leibowitz was in private practice.

Thomas A. Croskey,Director.Mr. Croskey has been a director of
the Company since February 2001. Mr. Croskey has served as the Director of Employment Cost Analysis (ECA) for the General Motors North American Finance Staff since 1996.

Bruce M. Fried,Director.Mr. Fried has been a director since
1998. Since 1998, Mr. Fried has been a partner and chair of the health law group at Shaw Pittman, an international law firm based in Washington, D.C. From 1995 to 1998, Mr. Fried served
as the Health Care Financing Administration's director of the Center for Health Plans and Providers. From 1994 to 1995, Mr. Fried was vice president of federal affairs at FHP International
Corporation, then one of the nation's largest managed care organizations.

C. Martin Harris,Director.Dr. Harris has been a director of
the Company since May 2000. Since 1996, Dr. Harris has served as a staff physician at the Cleveland Clinic Hospital and at the Cleveland Clinic Foundation as well as the chief
information officer and the chairman of the information technology division for the Cleveland Clinic Foundation. From 1987 to 1996, Dr. Harris served as attending physician for the Hospital of
the University of Pennsylvania and as an assistant professor of Medicine at the University of Pennsylvania School of Medicine where he previously worked as an instructor of clinical medicine. From
1990 to 1993, Dr. Harris served as the associate vice-president of information systems and technology at the University of Pennsylvania Medical Center. Dr. Harris currently
serves as a member of the board of directors for Care Management Sciences Corporation.

Andrew Heyward,Director.Mr. Heyward has been a director of the
Company since February 2001. Mr. Heyward has served as President of CBS News since January 1996. From October 1994 until January 1996, he was Executive Producer of
"CBS Evening News with Dan Rather" and Vice President of CBS News. From February 1993 until October 1994, Mr. Heyward served as Executive Producer of the CBS News Magazine "Eye to
Eye with Connie Chung." Prior to that time, he was responsible for developing CBS's "48 Hours" series. Mr. Heyward serves on the board of directors of Marketwatch.com, Inc.

Ronald H. Kase,Director.Mr. Kase has been a director since
July 1994. Mr. Kase joined New Enterprise Associates, a venture capital investment firm in 1990 and has been a general partner since May 1995. Mr. Kase serves on the boards
of directors of Data Critical Corporation, a wireless healthcare data products company, and several privately held information technology and healthcare companies.

Neal Moszkowski,Director.Mr. Moszkowski has been a director
since May 1999. Since 1998, Mr. Moszkowski has served as a partner of Soros Private Funds Management, LLC. From 1993 to 1998, Mr. Moszkowski was an executive director in the
principal investment area of Goldman Sachs International and a vice president of Goldman Sachs & Co. Mr. Moszkowski serves on the board of directors of Integra Life Sciences Holdings
Corporation, a developer and marketer of medical products, implants and biomaterials, Bluefly, Inc., an off-price apparel Internet retailer, and several private companies.

Mark A. Stevens,Director.Mr. Stevens has been a director since
1994. Mr. Stevens joined Sequoia Capital in 1989 and has been a general partner since 1993. Mr. Stevens serves on the boards of directors of MP3.com, Inc., an online music
Internet company, NVidia Corp., a supplier of graphics

2

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processors and software, and Terayon Communication Systems, Inc., a cable modem system supplier, and several privately held Internet and semiconductor companies.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors and executive officers, and persons who own more than 10 percent of a
registered class of our equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of the Company's common stock and other
equity securities. Officers, directors and greater than 10 percent shareholders are required by the Securities and Exchange Commission regulations to furnish the Company with copies of all
Section 16(a) reports filed.

Based
solely upon a review of the copies of such reports furnished to the Company and written representations that no other reports were required, the Company believes that there was
compliance for the fiscal year ended December 31, 2000 with all Section 16(a) filing requirements applicable to our executive officers, directors and greater than 10 percent
beneficial owners, except that Dr. George Lundberg filed a late report with respect to a purchase of 4,036 shares.

ITEM 11. EXECUTIVE COMPENSATION

DIRECTOR COMPENSATION

The Company does not pay any cash fees to directors for attendance at meetings. The Company does reimburse its directors for
out-of-pocket expenses related to attending meetings of the board of directors. Also, it has been the Company's policy to grant to newly-elected, non-employee directors at the
time of election an option to purchase 30,000 shares of the Company's common stock, which options vest over a three-year period.

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EXECUTIVE COMPENSATION

The table below shows the annual compensation of the Chief Executive Officer and the next six most highly compensated executive officers of the Company for the
1998, 1999 and 2000 fiscal year.

SUMMARY COMPENSATION TABLE

|                                                                                   |  |                |  |                         |  |                      |  | Long-term Compensation Awards |  |             | 
|---------------------------------------------------------------------------------- |  | -------------- |  | ----------------------- |  | -------------------- |  | ----------------------------- |  | ----------- | 
|
|
|
|Mark K. Leavitt
Chairman of the Board                                              |  | 2000
1999
1998 |  | 243,000
210,000
208,333 |  | 
100,000
          |  | 
66,000
60,000               |  | 200,000

 | 
|David C. Moffenbeier
President and Chief Executive Officer                         |  | 2000
1999
1998 |  | 240,000
190,000
238,333 |  | 
100,000
50,000     |  | 
66,000
60,000               |  | 200,000

 | 
|Thomas M. Watson
Executive Vice President, Application Sales                       |  | 2000
1999
1998 |  | 212,500
150,000
150,000 |  | 
107,574
75,559     |  | 

                         |  | 75,000

  | 
|George D. Lundberg, M.D.
Executive Vice President, Editorial and Editor-in-Chief   |  | 2000
1999
1998 |  | 150,250

             |  | 43,858

           |  | 

                         |  | 232,390

 | 
|Blackford F. Middleton
Senior Vice President Clinical Informatics (3)              |  | 2000
1999
1998 |  | 193,333
160,000
158,333 |  | 15,000
15,000
15,000 |  | 
33,000
30,000               |  | 100,000

 | 
|Paul T. Sheils
Vice Chairman of MedicaLogic/Medscape and President of Medscape (4) |  | 2000
1999
1998 |  | 47,500

              |  | 46,438

           |  | 

                         |  | 

       | 
|Frank J. Spina
Chief Financial Officer (6)                                         |  | 2000
1999
1998 |  | 172,917
47,560
        |  | 50,000

           |  | 

                         |  | 200,000

 | 

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OPTION GRANTS IN LAST FISCAL YEAR

The following table shows grants of stock options to Company's Chief Executive Officer and to each of the named executive officers for the year ended
December 31, 2000. Company has never granted any stock appreciation rights. The percentages in the table below are based on options to purchase an aggregate of 7,113,123 shares of common stock
granted under Company's stock option plan in the year ended December 31, 2000 to our employees, consultants and directors. The exercise price per share of each option was equal to the fair
market value of the common stock on the date of grant as determined by the board of directors. Potential realizable values are net of exercise price before taxes, and are based on the assumption that
our common stock appreciates at the annual rate shown, compounded annually, from the date of grant until the expiration of the ten-year term. These numbers are calculated based on the
requirements of the SEC and do not reflect our estimate of future stock price growth.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

|Individual Grants        |  |                   |  |            
|------------------------ |  | ----------------- |  | -----------
|
|
|
|
|Mark K. Leavitt          |  | 200,000           |  | 2.8        
|David C. Moffenbeier     |  | 200,000           |  | 2.8        
|Thomas M. Watson         |  | 75,000            |  | 1.1        
|George D. Lundberg, M.D. |  | 32,300
200,000
90 |  | .05
2.8
0.0
|Blackford F. Middleton   |  | 100,000           |  | 1.4        
|Paul T. Sheils           |  |                  |  |           
|Frank J. Spina           |  | 200,000           |  | 2.8        

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FISCAL YEAR END OPTION VALUES

The following table sets forth information concerning the number and value realized as to options exercised during 2000 and options held at December 31,
2000 by the individuals named in the Summary Compensation Table and the value of those options held at such date. The options exercised were not exercised as SARs and no SARs were held at year end.

AGGREGATED OPTION/SAR EXERCISES IN  LAST FISCAL YEAR AND FY-END  OPTION/SAR VALUES

|                        |  |         |  |   |           | Number of Securities Underlying Unexercised Options/SARs At Fiscal Year-End |        |  |         | 
|----------------------- |  | ------- |  | - | --------- | --------------------------------------------------------------------------- | ------ |  | ------- | 
|
|
|
|
|Mark K. Leavitt         |  |        |  |   |          |                                                                             | 33,333 |  | 166,667 | 
|David C. Moffenbeier    |  |        |  |   |          |                                                                             | 33,333 |  | 166,667 | 
|Thomas M. Watson        |  |        |  |   |          |                                                                             | 12,500 |  | 62,500  | 
|George D. Lundberg, M.D |  | 20,185  |  | $ | 374,271   |                                                                             | 42,509 |  | 242,371 | 
|Blackford F. Middleton  |  |        |  |   |          |                                                                             | 16,667 |  | 83,333  | 
|Paul T. Sheils          |  | 288,346 |  | $ | 1,694,349 |                                                                             | 58,879 |  |        | 
|Frank J. Spina          |  |        |  |   |          |                                                                             | 19,999 |  |        | 

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Employment Agreements

Agreement with George D. Lundberg, M.D.Under a four-year employment agreement, dated February 15,
1999, George D. Lundberg became the Company's Editor in Chief at an annual base salary of $200,000. The employment agreement also provides for an annual cash bonus of at least $25,000

If
Dr. Lundberg's employment is terminated for any reason other than his death, disability or serious misconduct, any incentive stock options that have not yet fully vested
will vest upon termination. In addition, Dr. Lundberg will be entitled to a payment equal to his annual salary and annual bonus in effect at the time of termination. However, the incentive
stock options are forfeited if Dr. Lundberg is terminated for serious misconduct. Also, if Dr. Lundberg's employment is terminated because of his death or disability, Dr. Lundberg
or his estate may exercise any vested incentive stock options within 90 days after termination.

Under
his employment agreement, Dr. Lundberg agreed not to compete with the Company and not to solicit the Company's customers or employees for one year after the termination
of his employment, with limited exceptions. Dr. Lundberg may terminate his employment with the Company for any reason upon 60 days prior written notice.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The compensation committee of the board of directors during 2000 included C. Martin Harris, Ronald H. Kase and Mark A. Stevens, none of whom were
employees of the Company. During 2000, no executive officer of the Company served as a member of the compensation committee (or other board committee performing equivalent functions) or as a director
of another entity, one of whose executive officers served as a member of the compensation committee or as a director of the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of Common Stock as of April 16, 2001 by the Company's
directors, certain executive officers and directors and executive officers as a group, and each person known by the Company to beneficially own more than 5% of the outstanding shares of common stock.
Beneficial ownership is determined under the rules of the Securities and Exchange Commission and includes voting or investment power with respect to the securities.

Unless
indicated otherwise below, the address for each listed director and officer is MedicaLogic/Medscape, Inc., 20500 NW Evergreen Parkway, Hillsboro, Oregon 97124. Except as
indicated by footnote, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. The number of shares of
common stock outstanding used in calculating the percentage for each listed person includes the shares of common stock underlying options or warrants held by that person that are exercisable within
60 days of April 16, 2001, but excludes shares of common stock underlying options held by any other person. Percentage of beneficial ownership is based on 56,203,054 shares of the
Company's common stock outstanding as of April 16, 2001.

|                                                                                                      |  | Number of Shares Beneficially Owned |     |           | 
|----------------------------------------------------------------------------------------------------- |  | ----------------------------------- | --- | --------- | 
|
|General Motors Corporation
300 Renaissance Center
Detroit, MI 48265-3000                              |  | 5,000,000                           | (2) | 0         | 
|Viacom, Inc.
Attn: Law Department
1515 Broadway Ave
New York, NY 10036-8901                           |  | 4,695,892                           |     | 0         | 
|Entities associated with Sequoia Funds
3000 Sand Hill Road
Building 4, Suite 280
Menlo Park, CA 94025 |  | 2,803,847                           | (3) | 0         | 
|New Enterprise Associates
2490 Sand Hill Road
Menlo Park, CA 94025                                    |  | 2,353,596                           |     | 0         | 
|Quantum Industrial Partners LDC
Kaya Flamboyan 9
Willemstad, Curacao
Netherlands Antilles             |  | 2,842,930                           | (4) | 1,666,666 | 
|                                                                                                      |  |                                     |     |           | 

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|SFM Domestic Investment LLC
c/o Soros Fund Management LLC
888 Seventh Avenue
NewYork,NY 10016         |  | 2,842,930 | (5)  | 1,666,666 |  | 4,509,596 |  | 7.8  | %
|----------------------------------------------------------------------------------------------------- |  | --------- | ---- | --------- |  | --------- |  | ---- | -
|Mark A. Stevens
3000 Sand Hill Rd.
Bldg. 4, Ste. 280
Menlo Park, CA 94025                             |  | 2,809,680 | (6)  | 0         |  | 2,809,680 |  | 4.9  | %
|Ronald H. Kase
2490 Sand Hill Road
Menlo Park, CA 94025                                               |  | 2,383,596 | (7)  | 0         |  | 2,383,596 |  | 4.2  | %
|Bruce M. Fried
2300 N. Street, NW
Washington, DC 20037                                                |  | 26,250    | (8)  | 0         |  | 26,250    |  | *    |  
|Neal Moszkowski
888 Seventh Avenue Suite 3300
New York, NY 10106                                      |  | 30,000    | (9)  | 0         |  | 30,000    |  |      |  
|C. Martin Harris, M.D.
c/o Cleveland Clinic Foundation
9500 Euclid Foundation H18
Cleveland, OH 44195 |  | 0         |      | 0         |  | 0         |  | *    |  
|Thomas A. Croskey
General Motors
482-C30-D36
300 Renaissance Center
Detroit, MI 48265-3000            |  | 0         |      | 0         |  | 0         |  | *    |  
|Andrew Heyward
CBS News
524 West 57 Street
New York, NY 10019-2985                                    |  | 0         |      | 0         |  | 0         |  | *    |  
|Mark K. Leavitt                                                                                       |  | 1,155,550 | (10) | 0         |  | 1,155,550 |  | 2.1  | %
|David C. Moffenbeier                                                                                  |  | 729,622   | (11) | 0         |  | 729,622   |  | 1.3  | %
|George D. Lundberg, M.D                                                                               |  | 122,382   | (12) | 0         |  | 122,382   |  | *    |  
|Arthur N. Liebowitz, M.D.                                                                             |  | 66,668    |      | 0         |  | 66,668    |  | *    |  
|All directors and executive officers as a group (17 persons):                                         |  | 7,708,927 | (13) | 0         |  | 7,708,927 |  | 13.7 | %

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Sequoia Capital Growth Fund

1,726,745Sequoia Capital VI

400,914Sequoia Technology Partners III

110,219Sequoia Technology Partners VI

22,028Sequoia Capital Franchise Fund

473,685Sequoia Capital Franchise Partner

52,632Sequoia 1995

17,624Total

2,803,847


Relationship

Name of Sequoia EntityGeneral partner

Sequoia Capital VISequoia Technology Partners VIManaging member

Sequoia Capital Franchise FundSequoia Capital Franchise PartnersParticipates in voting control of shares

Sequoia Capital Growth Fundof Medscape held of record by

Sequoia 1995these entities:

Sequoia Technology Partners III


The
share amount also includes 5,833 shares subject to an option held of record by Mr. Stevens that is exerciseable within 60 days of April 16, 2001.

|Holder of Record                 |  | Securities                                      
|-------------------------------- |  | ------------------------------------------------
|New Enterprise Associates VI, LP |  | 2,353,596 shares of common stock                
|Ronald H. Kase                   |  | Option to purchase 30,000 shares of common stock

Mr. Kase
disclaims beneficial ownership of the shares held of record by New Enterprise Associates. The option held of record by Mr. Kase is exercisable within
60 days of April 16, 2001.

Mr. Moszkowski
is also a non-managing member of SFM Domestic Investments LLC. Mr. Moszkowski does not have voting or dispositive power over shares held of
record by Quantum Industrial Partners LDC or SFM Domestic Investments LLC.

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The
share amount also includes 73,333 shares subject to an option held of record by Mr. Moffenbeier that is exerciseable within 60 days of April 16, 2001.

ITEM 13. CERTAIN TRANSACTIONS AND RELATIONSHIPS

In connection with our series 1 preferred stock financing in January 2001, we sold an aggregate of 3,333,332 shares of series 1 preferred
stock and warrants to purchase an aggregate of 2,549,018 shares of common stock for an aggregate price of approximately $10 million to Quantum Industrial Partners LDC and SFM Domestic
Investments LLC, both of which are affiliates of Neil Moszkowski, one of our directors.

Bruce
M. Fried, a member of the board of directors, is a partner in a law firm retained by us to provide legal counsel about government affairs and trademark issues.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

|                     |  | MEDICALOGIC/MEDSCAPE, INC
|-------------------- |  | -------------------------
|Date: April 30, 2001 |  | By:
Name:
Title:         
|Date: April 30, 2001 |  | By:
Name:
Title:         

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