================================================================================
                       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 AUGUST 30, 1998

                                       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:  0-27090

                                 CKS GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             Delaware                                           77-0385435
--------------------------------------                   ----------------------
      (State or other jurisdiction of                        (I.R.S. Employer
      incorporation or organization)                        Identification No.)


    10441 Bandley Drive                             
    Cupertino, CA 95014             (408) 366-5100                95014
---------------------------      ---------------------  -----------------------
   (Address of principal       (Registrant's telephone          (Zip Code)
     executive offices)      number, including area code)

                                       N/A
--------------------------------------------------------------------------------
(Former Name, Former Address & Former Fiscal Year, if changed since last report)

      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 periods as 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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.

                                              OUTSTANDING AT
                        CLASS                  AUGUST 30, 1998
                        -----                  -------------
          Common Stock - $0.001 par value        15,450,359
================================================================================
<PAGE>
                        CKS GROUP, INC. AND SUBSIDIARIES

                                      INDEX


PART I. FINANCIAL INFORMATION 

        ITEM 1.FINANCIAL STATEMENTS:

        Condensed Consolidated Balance Sheets as of August 30, 1998 and
           November 30, 1997

        Condensed Consolidated Statements of Income - Three months and nine
           months ended August 30, 1998 and August 31, 1997

        Condensed Consolidated Statements of Cash Flows - Nine months ended
           August 30, 1998 and August 31, 1997

        Notes to Condensed Consolidated Financial Statements

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


PART II. OTHER INFORMATION

        ITEM 1. LEGAL PROCEEDINGS

        ITEM 2. CHANGES IN SECURITIES

        ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

        ITEM 5. OTHER INFORMATION

        ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


SIGNATURES











<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1.  Condensed Consolidated Financial Statements
                        CKS GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                                                       August 30,   November 30,
                                                       1998         1997
                                                       -----------  -----------
<S>                                                    <C>          <C>
                     ASSETS
Current assets:
   Cash and cash equivalents.........................     $29,817      $18,223
   Marketable securities                                   17,323       24,041
   Accounts receivable, net of allowances of $2,233
     and $1,442 at August 30, 1998 and November 30,
     1997, respectively..............................      42,385       50,049
   Fees and expenditures in excess of billings.......      11,640        4,594
   Prepaid expenses and other current assets.........       2,802        1,949
   Deferred income taxes.............................       1,736        1,400
                                                       -----------  -----------
        Total current assets.........................     105,703      100,256
Property and equipment, net..........................       5,867        5,849
Deferred income taxes................................       6,472       10,140
Goodwill and other assets............................      34,925       30,228
                                                       -----------  -----------
          Total assets                                   $152,967     $146,473
                                                       ===========  ===========
          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable..................................     $36,052      $38,161
   Accrued expenses..................................       5,926        7,515
   Billings in excess of fees and expenditures.......       3,485        2,417
   Current portion of liabilities to related parties.         623        2,284
   Current portion of notes payable and capital
     lease obligations...............................         161          765
   Income taxes payable..............................       1,218         --
                                                       -----------  -----------
        Total current liabilities                          47,465       51,142

Notes payable and capital lease obligations, less
     current portion.................................         766          739
                                                       -----------  -----------
        Total liabilities............................      48,231       51,881
                                                       -----------  -----------

Stockholders' equity:
   Preferred stock; $.001 par value; 5,000,000
     shares authorized; none issued and outstanding..        --           --
   Common stock; $.001 par value; 30,000,000 shares
     authorized; 15,450,000 and 14,865,000 issued
     and outstanding at August 30, 1998 and
     November 30, 1997, respectively.................          15           15
   Additional paid-in capital........................      82,798       80,103
   Unrealized gain (loss) on marketable securities...         (12)          12
   Notes receivable from stockholders................        (198)        (198)
   Cumulative translation adjustment.................          11          (62)
   Retained earnings.................................      22,122       14,722
                                                       -----------  -----------
        Total stockholders' equity...................     104,736       94,592
                                                       -----------  -----------
          Total liabilities and stockholders' equity.    $152,967     $146,473
                                                       ===========  ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>














































                        CKS GROUP, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                       Three Months Ended    Nine Months Ended
                                    --------------------- ---------------------
                                    August 30, August 31, August 30, August 31,
                                    1998       1997       1998       1997
                                    ---------- ---------- ---------- ----------
<S>                                 <C>        <C>        <C>        <C>
Revenues...........................   $46,635    $39,750   $118,633    $99,980
                                    ---------- ---------- ---------- ----------
Operating expenses:
  Direct salaries and related
    expenses.......................     9,261      8,870     29,689     24,325
  Other direct operating expenses..    24,102     16,820     52,575     40,238
  General and administrative
    expenses.......................     6,893      7,880     21,932     20,749
  Depreciation and amortization....     1,076        812      2,985      2,226
  Merger costs.....................       --         859        --       2,452
                                    ---------- ---------- ---------- ----------
      Total operating expenses.....    41,332     35,241    107,181     89,990
                                    ---------- ---------- ---------- ----------
Operating income...................     5,303      4,509     11,452      9,990
Other income, net..................       411        198      1,158        988
                                    ---------- ---------- ---------- ----------
Income before income taxes.........     5,714      4,707     12,610     10,978
Income taxes.......................     2,325      2,327      5,210      4,527
                                    ---------- ---------- ---------- ----------
Net income.........................    $3,389     $2,380     $7,400     $6,451
                                    ========== ========== ========== ==========
Pro forma net income and per
  share data: (1)
Income before income taxes,
  as reported......................                                     10,978
Pro forma income taxes.............                                      4,845
                                                                     ----------
Pro forma net income...............                                     $6,133
                                                                     ==========
Basic net income per share.........     $0.22      $0.16      $0.48
                                    ========== ========== ==========
Pro forma basic net income
  per share........................                                      $0.42
                                                                     ==========
Shares used in basic per
  share computation................    15,366     14,732     15,345     14,543
                                    ========== ========== ========== ==========

Diluted net income per share.......     $0.21      $0.15      $0.45
                                    ========== ========== ==========
Pro forma diluted net income
  per share........................                                      $0.39
                                                                     ==========
Shares used in diluted per
  share computation................    16,430     16,072     16,335     15,705
                                    ========== ========== ========== ==========
</TABLE>
(1)   Pro forma net income gives effect to pooling-of-interests combinations
      between the Company and  McKinney & Silver ("M&S") and the Company
      and SiteSpecific, Inc. ("SiteSpecific") during fiscal 1997. M&S was a
      general partnership and, as a result, M&S's historical results of
      operations prior to acquisition by the Company, which have been
      included with the Company's under the pooling-of-interests method, do
      not include a provision for income taxes. Pro forma net income and
      net income per share data include a tax provision as if M&S had been
      a taxable "C" corporation for all periods.

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









































                        CKS GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>                                                     Nine Months Ended
                                                           ----------------------
                                                           August 30,  August 31,
                                                           1998        1997
                                                           ----------  ----------
<S>                                                        <C>         <C>

Cash flows from operating activities:
   Net income............................................     $7,400      $6,451
   Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Deferred taxes.....................................      3,332        (859)
      Compensation related to stock options..............         88          91
      Tax benefit from disqualifying dispositions........        110       2,502
      Depreciation and amortization......................      2,985       2,226
      Other non cash items...............................        --         (154)
      Loss on disposition of property due to acquisition.        --          227
      Changes in operating assets and liabilities:
         Accounts receivable.............................      7,737        (519)
         Fees and expenditures in excess of billings.....     (7,046)     (3,744)
         Prepaid expenses and other current assets.......       (853)        (52)
         Accounts payable................................     (2,109)     (5,452)
         Accrued expenses................................     (1,589)     (2,194)
         Billings in excess of fees and expenditures.....      1,068        (702)
         Income taxes payable............................      1,218         366
                                                           ----------  ----------
              Net cash provided by (used in)
                operating activities.....................     12,341      (1,813)
                                                           ----------  ----------
Cash flows from investing activities:
   Purchases of property and equipment...................     (1,471)     (1,244)
   Purchases of marketable securities....................    (26,403)    (17,259)
   Sale of marketable securities.........................     33,110      32,620
   Businesses acquired, net of cash received.............     (6,485)    (13,740)
   Other assets..........................................        303         148
                                                           ----------  ----------
              Net cash provided by (used in) investing
                 activities..............................       (946)        525
                                                           ----------  ----------
Cash flows from financing activities:
   Net repayments on line of credit and note payable.....       (577)     (1,659)
   Proceeds from sale of common stock....................      2,632       3,637
   Distribution to stockholders..........................        --       (2,405)
   Liabilities to related parties........................     (1,856)     (1,736)
                                                           ----------  ----------
              Net cash provided by (used in) financing 
                 activities.............................         199      (2,163)
                                                           ----------  ----------
Net change in cash and cash equivalents..................     11,594      (3,451)
Change in subsidiaries' fiscal year ends.................        --       (4,259)
Cash and cash equivalents, beginning of period...........     18,223      19,385
                                                           ----------  ----------
Cash and cash equivalents, end of period.................    $29,817     $11,675
                                                           ==========  ==========
Supplementary disclosure of cash paid during the period:
    Cash paid:
         Interest........................................        $72        $131
                                                           ==========  ==========
         Income taxes....................................       $509      $1,121
                                                           ==========  ==========
    Noncash investing and financing activities:
         Businesses acquired for payable to
            related parties..............................       $308      $2,146
                                                           ==========  ==========
         Issuance of common stock in business
            acquisitions.................................       $200      $6,030
                                                           ==========  ==========

         Deferred tax asset recorded in connection
            with taxable pooling of interests............    $   --       $9,346
                                                           ==========  ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>

































                        CKS GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.      Basis of Presentation

The accompanying condensed consolidated financial statements and 
related notes to condensed consolidated financial statements include the 
accounts of CKS Group, Inc. (the "Company" or "CKS Group") and its 
wholly-owned subsidiaries.  Companies acquired in business combinations 
accounted for under the purchase method have been included from their 
respective acquisition dates.  The condensed consolidated financial 
statements also give retroactive effect to the acquisition of McKinney & 
Silver ("M&S") and SiteSpecific, Inc. ("SiteSpecific") in business 
combinations accounted for under the pooling-of-interests method for all 
periods presented.  Results of operations for the three month and nine 
month periods ended August 30, 1998, and August 31, 1997, are unaudited 
and reflect all adjustments (consisting only of normal recurring 
adjustments) which are, in the opinion of management, necessary for a 
fair presentation of the Company's financial position and operating 
results for the interim periods.  The condensed consolidated financial 
statements should be read in conjunction with the consolidated financial 
statements and notes thereto, together with management's discussion and 
analysis of financial condition and results of operations, contained in 
the Company's Annual Report on Form 10-K for the fiscal year ended 
November 30, 1997.  The results of operations for the quarter and the 
nine months ended August 30, 1998 are not necessarily indicative of the 
results expected for any subsequent period or for the entire fiscal year 
ending November 29, 1998.


2.      Pro Forma Net Income and Pro Forma Net Income Per Share

Pro forma net income gives effect to the pooling-of-interests 
combinations between the Company and M&S and the Company and 
SiteSpecific during fiscal 1997.  M&S was a general partnership and, as 
a result, M&S' historical results of operations prior to the acquisition 
by the Company, which have been included with the Company's historical 
results of operations under the pooling-of-interests method, do not 
include a provision for income taxes.  Pro forma net income and net 
income per share data include a tax provision as if M&S had been a 
taxable "C" corporation for all periods.

On December 1, 1997, the Company adopted Statement of Financial 
Accounting Standards ("SFAS") No. 128, Earnings Per Share.  In 
accordance with SFAS No. 128, basic net income per share is computed 
using the weighted average number of common shares outstanding during 
the period.   Diluted net income per share is computed using the 
weighted average number of common and dilutive common equivalent shares 
outstanding during the period, using the treasury stock method for 
options and warrants after giving effect to contingently issuable shares 
under acquisition agreements.  The Company has restated net income per 
share for all periods presented in accordance with SFAS No. 128.


Reconciliation of basic and diluted net income per share and pro forma
net income per share (in thousands, except per share data):

<TABLE>
<CAPTION>
                                             Three Months Ended               Three Months Ended
                                              August 30, 1998                  August 31, 1997
                                    -------------------------------- --------------------------------
                                    Net Income   Shares      EPS     Net Income   Shares      EPS
                                    ---------- ---------- ---------- ---------- ---------- ----------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>
Basic net income per share             $3,389     15,366      $0.22     $2,380     14,732      $0.16
Effect of dilutive shares:
  Common equivalent shares                --         673        --         --         938        --
  Contingent shares                       --         391        --         --         402        --
                                    ---------- ----------            ---------- ----------
Diluted net income per share           $3,389     16,430      $0.21     $2,380     16,072      $0.15
                                    ========== ==========            ========== ==========
</TABLE>

<TABLE>
<CAPTION>
                                              Nine Months Ended                Nine Months Ended
                                              August 30, 1998                  August 31, 1997
                                    -------------------------------- --------------------------------
                                                                     Pro forma             Pro forma
                                    Net Income   Shares      EPS     Net Income   Shares      EPS
                                    ---------- ---------- ---------- ---------- ---------- ----------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>
Basic net income per share             $7,400     15,345      $0.48     $6,133     14,543      $0.42
Effect of dilutive shares:
  Common equivalent shares                --         602        --         --         812        --
  Contingent shares                       --         388        --         --         350        --
                                    ---------- ----------            ---------- ----------
Diluted net income per share           $7,400     16,335      $0.45     $6,133     15,705      $0.39
                                    ========== ==========            ========== ==========
</TABLE>




3. Subsequent Event

On September 1, 1998, the Company entered into an Agreement and 
Plan of Reorganization (the "Merger Agreement") with USWeb Corporation 
("USWeb") and USWeb Acquisition Corporation 134, a wholly owned 
subsidiary of USWeb ("Merger Sub"), pursuant to which each outstanding 
share of the Company's common stock will be exchanged for 1.5 shares of 
USWeb common stock and all of the outstanding options to purchase the 
Company's common stock will be assumed and converted into options to 
acquire shares of USWeb common stock at a ratio of 1.5 shares of USWeb 
common stock to one share of the Company's common stock.  The proposed 
merger is intended to be accounted for as a pooling of interests.  
Consummation of the proposed Merger is subject to satisfaction of 
certain conditions, including approval of the Merger by the stockholders 
of the Company and USWeb.

<PAGE>


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

This section contains forward-looking statements that involve 
risks and uncertainties.  The Company's actual results may differ 
significantly from the results discussed in the forward-looking 
statements as a result of a number of factors, including those set forth 
under "Factors Affecting Operating Results And Market Price Of Stock" 
and "Risk Factors."  Readers are encouraged to refer to the "Factors 
Affecting Operating Results And Market Price Of Stock" found in the 
Company's Annual Report on Form 10-K for the fiscal year ended November 
30, 1997 for further discussion of the Company's business and the risks 
and opportunities attendant thereto, and to the "Risk Factors" found in 
the Form S-4 filed September 14, 1998 by USWeb for further discussion on 
the risk factors related to the proposed merger with USWeb and the 
combined company's business.

Introduction

In reviewing the Company's consolidated financial statements and 
the discussion of the Consolidated Results of Operations that appears 
below, the following should be taken into consideration.  During fiscal 
1997, the Company acquired M&S and SiteSpecific in business combinations 
accounted for under the pooling-of-interests method of accounting.  
Prior to acquisition by the Company, M&S and SiteSpecific prepared their 
financial statements on a calendar year basis.  Under generally accepted 
accounting principles ("GAAP"), after the Company acquired M&S and 
SiteSpecific, the Company restated its financial results to include the 
financial results of M&S and SiteSpecific for all periods presented.

On September 1, 1998, the Company entered into an Agreement and 
Plan of Reorganization (the "Merger Agreement") by and among USWeb, 
Merger Sub and the Company providing for the merger of Merger Sub with 
and into the Company (the "Merger"), with the Company surviving the 
Merger and becoming a wholly owned subsidiary of USWeb.  The Merger 
Agreement further provides for each outstanding share of Company common 
stock to be exchanged for 1.5 shares of common stock, par value $.001 
per share, of USWeb ("USWeb Common Stock"), and all outstanding options 
to acquire common stock, par value $.001 per share, of the Company 
("Company Common Stock") to be assumed and converted into options to 
acquire shares of USWeb Common Stock at a ratio of 1.5 shares of USWeb 
Common Stock to one share of Company Common Stock.  The Merger is 
intended to be accounted for as a pooling of interests and qualify as a 
tax-free reorganization.  The combined company will be called Reinvent 
Communications, Inc.  In connection with the Merger Agreement, the 
Company and USWeb also entered into cross-option agreements allowing 
each company, in certain circumstances, to acquire up to 19.9% of the 
other company's common stock, measured immediately before exercise of 
the option (or 16.6% measured immediately after exercise of the option).  
Copies of, and additional information concerning, the Merger Agreement, 
the cross-option agreements and certain other related agreements is set 
forth in the Company's Current Report on Form 8-K dated September 1, 
1998 and its Schedule 13D filed September 11, 1998.  Consummation of the 
proposed Merger is subject to satisfaction of certain conditions, 
including approval of the Merger by the stockholders of the Company and 
USWeb.

Certain factors and risks relating to the Merger are described in 
Exhibit 99.1 to this Form 10Q entitled "Risk Factors Related to the 
Proposed Merger with USWeb Corporation".


Consolidated Results of Operations

Three Months Ended August 30, 1998 and August 31, 1997

Revenues

The Company generates a significant portion of its revenues 
through project fees on a fixed fee for service basis and contract based 
retainer fees.  Revenues increased to $46.6 million in the quarter ended 
August 30, 1998 from $39.8 million in the same quarter of fiscal 1997, 
representing an increase of approximately 17.3%.  This increase in 
revenues was due to an increase in the number and value of projects 
undertaken for existing clients of the Company and the establishment of 
new client relationships.  Revenues from new media projects increased to 
$14.1 million in the quarter ended August 30, 1998 from $10.3 million in 
the same quarter of fiscal 1997, representing an increase of 
approximately 36.9%.  New media revenues represented approximately 30% 
of revenues for the quarter ended August 30, 1998, compared to 
approximately 26% for the quarter ended August 31, 1997.

Direct Salaries and Related Expenses

Direct salaries and related expenses consist primarily of wages 
for regular and temporary employees and benefits for regular employees.  
The Company's direct salaries and related expenses increased 
approximately 4.4% to $9.3 million in the quarter ended August 30, 1998 
from $8.9 million during the same quarter of fiscal 1997, representing 
19.9% and 22.3% of revenues in the third quarter of fiscal 1998 and 
fiscal 1997, respectively.  In absolute dollars, direct salaries and 
related expenses remained relatively flat. The decrease in these 
expenses as a percentage of revenues reflects a more rapid increase in 
revenues than in direct salaries and related expenses.

Other Direct Operating Expenses

Other direct operating expenses include materials, contract 
freelance (independent consultants and contractors), facilities and 
equipment expenses necessary to provide services to the Company's 
clients. Other direct operating expenses increased approximately 43.3% 
to $24.1 million in the quarter ended August 30, 1998 from $16.8 million 
in the same quarter of fiscal 1997, representing 51.7% and 42.3% of 
revenues in the third quarter of fiscal 1998 and fiscal 1997, 
respectively.  The increase in absolute dollars was primarily 
attributable to increases in material costs and contract freelance costs 
necessary to support the higher level of production revenues, including 
costs associated with a long term design/build project for one of the 
Company's major clients.  The increase in other direct operating 
expenses as a percentage of revenues reflects an increase in material 
costs and contract freelance, necessary to support a higher level of 
production revenue including costs associated with a long term 
design/build project for one of the Company's major clients, and the 
increasingly technical nature of the company's projects.

General and Administrative Expenses

General and administrative expenses include headquarters expenses, 
insurance, personnel costs for finance and administration, accounting 
and legal fees, bad debt expense, management information systems 
expenses, and employee benefits.  General and administrative expenses 
decreased approximately 12.5% to $6.9 million in the quarter ended 
August 30, 1998 from $7.9 million in the same quarter of fiscal 1997, 
representing 14.8% and 19.8% of revenues in the third quarter of fiscal 
1998 and fiscal 1997, respectively.  This period over period decrease in 
absolute dollars was primarily attributable to decreases in payroll 
expense, business development, and administrative expense.  As a 
percentage of revenues, general and administrative expenses decreased as 
a result of a more rapid increase in revenues than in general and 
administrative expenses.


Depreciation and Amortization

Depreciation and amortization expenses include depreciation of 
fixed assets and amortization of goodwill and other intangible assets.  
Depreciation and amortization expenses increased approximately 32.5% to 
$1.1 million in the quarter ended August 30, 1998, from $0.8 million in 
the same quarter of fiscal 1997, representing 2.3% and 2.0% of revenues 
in the third quarter of fiscal 1998 and fiscal 1997, respectively.  The 
increase in absolute dollars was primarily attributable to the 
amortization of additional goodwill resulting from earnout and buyout 
payments relating to the acquisition of Schell/Mullaney, Inc. 
("Schell/Mullaney") and CKS Holding Deutschland GmbH ("CKS GmbH") made 
during fiscal 1998, respectively.  As a percentage of revenues, 
depreciation and amortization expenses remained relatively unchanged.

Merger Costs

In connection with the acquisition of Site Specific, the Company 
recorded a nonrecurring charge for transaction related costs of 
approximately $0.8 million for the three month period ended August 31, 
1997.  The costs consisted primarily of investment banking, accounting, 
consulting and legal fees, financial printing and other related costs.

Other Income, Net

Other income, net consists primarily of interest earned on the 
Company's holdings in cash, cash equivalents and marketable securities, 
offset by interest expense incurred due to the amortization of imputed 
interest on guaranteed cash payments related to subsidiary acquisitions 
and interest expense related to debt recorded by the Company's 
subsidiaries.  Other income, net increased approximately $0.2 million to 
$0.4 million in the quarter ended August 30, 1998, from $0.2 million in 
the same quarter of fiscal 1997.  The increase in absolute dollars was 
primarily attributable to an increase in interest income due to a higher 
average cash, cash equivalents and marketable securities balance.

Income Taxes

Combined actual federal and state income tax rates were 40.7% in 
the quarter ended August 30, 1998 and 49.4% in the quarter ended August 
31, 1997.  The effective tax rate was higher during the three month 
period ended August 30, 1997 primarily due to the nondeductible merger 
costs incurred in connection with the acquisition of SiteSpecific, 
nondeductible goodwill amortization and a smaller contribution of tax 
exempt interest to total revenues.


Nine Months Ended August 30, 1998 and August 31, 1997

Revenues

The Company generates a significant portion of its revenues 
through project fees on a fixed fee for service basis and contract based 
retainer fees.  Revenues increased to $118.6 million during the nine 
month period ended August 30, 1998 from $100.0 million in the same 
period of fiscal 1997, representing an increase of approximately 18.7%.  
This increase in revenues was due to an increase in the number and value 
of projects undertaken for existing clients of the Company, the 
establishment of new client relationships, and the inclusion of Donovan 
& Green ("D&G"), CKS GmbH and Gormley & Partners, Inc. ("Gormley") 
revenues in the Company's consolidated results for the full nine month 
period ended August 30, 1998.  Revenues from new media projects 
increased to $32.0 million for the nine months ended August 30, 1998 
from $26.2 million in the same period of fiscal 1997, representing an 
increase of approximately 22.1%.  New media revenues represented 
approximately 27% of revenues for the nine month period ended August 30, 
1998, compared to approximately 26% for the nine month period ended 
August 30, 1997.

Direct Salaries and Related Expenses

Direct salaries and related expenses consist primarily of wages 
for regular and temporary employees and benefits for regular employees.  
The Company's direct salaries and related expenses increased 
approximately 22.1% to $29.7 million during the nine month period ended 
August 30, 1998, from $24.3 million during the same period of fiscal 
1997, representing 25.0% and 24.3% of revenues for the nine month 
periods ended August 30, 1998 and August 31, 1997, respectively.  The 
increase in absolute dollars was primarily attributable to an increase 
in salaries and related expenses necessary to support the Company's 
growth.  The increase in these expenses as a percentage of revenues 
during the nine month period ended August 30, 1998 reflects an increase 
in engineering group payroll costs necessary to support the increasingly 
technical nature of the Company's new media projects.

Other Direct Operating Expenses

Other direct operating expenses include materials, contract 
freelance (independent consultants and contractors), facilities and 
equipment expenses necessary to provide services to the Company's 
clients. Other direct operating expenses increased approximately 30.7% 
to $52.6 million during the nine month period ended August 30, 1998 from 
$40.2 million in the same period of fiscal 1997, representing 44.3% and 
40.2% of revenues for the nine month periods ended August 30, 1998 and 
August 31, 1997, respectively.  The increase in absolute dollars was 
primarily attributable to increases in material costs and contract 
freelance costs necessary to support the higher level of production 
revenues.  The increase in other direct operating expenses as a 
percentage of revenues reflects an increase in material cost and 
contract freelance necessary to support a higher level of production 
revenue and the increasingly technical nature of the company's projects.

General and Administrative Expenses

General and administrative expenses include headquarters expenses, 
insurance, personnel costs for finance and administration, accounting 
and legal fees, bad debt expense, management information systems 
expenses, and employee benefits.  General and administrative expenses 
increased approximately 5.7% to $21.9 million during the nine month 
period ended August 30, 1998 from $20.7 million in the same period of 
fiscal 1997, representing 18.5% and 20.8% of revenues for the nine month 
periods ended August 30, 1998 and August 31, 1997, respectively.  This 
increase in absolute dollars was primarily attributable to an increase 
in administrative and facilities expenses necessary to support the 
Company's growth.  The decrease in general and administrative expenses 
as a percentage of revenues reflects a more rapid increase in revenues 
than in general and administrative expenses.

Depreciation and Amortization

Depreciation and amortization expenses include depreciation of 
fixed assets and amortization of goodwill and other intangible assets.  
Depreciation and amortization expenses increased approximately 34.1% to 
$3.0 million during the nine month period ended August 30, 1998 from 
$2.2 million in the same period of fiscal 1997, representing 
approximately 2.5% and 2.2% of revenues for the nine month period ended 
August 30, 1998 and August 31, 1997, respectively.  The increase in 
depreciation and amortization was primarily attributable to goodwill 
amortization related to the Company's acquisitions and amortization of 
additional goodwill resulting from earnout and buyout payments made to 
Schell/Mullaney and CKS GmbH during fiscal 1998.  As a percentage of 
revenues, depreciation and amortization expenses remained relatively 
unchanged.

Merger Costs

In connection with the acquisitions of M&S and Site Specific, the 
Company recorded  nonrecurring charges for transaction related costs of 
approximately $2.5 million for the nine month period ended August 31, 
1997.  The costs consisted primarily of investment banking, accounting, 
consulting and legal fees, financial printing and other related costs.

Other Income, Net

Other income, net consists primarily of interest earned on the 
Company's holdings in cash, cash equivalents and marketable securities, 
offset by interest expense incurred due to the amortization of imputed 
interest on guaranteed cash payments related to subsidiary acquisitions 
and interest expense related to debt recorded by the Company's 
subsidiaries.  Other income, net increased approximately 17.2% to $1.2 
million during the nine month period ended August 30, 1998, from $1.0 
million for the nine month period ended August 31, 1997.  The increase 
in absolute dollars was primarily attributable to an increase in 
interest income due to a higher average cash, cash equivalents and 
marketable securities balances.

Income Taxes

Combined actual federal and state income tax rates were 41.3% for 
the nine month period ended August 30, 1998 and 41.2% for the nine month 
period ended August 31, 1997.  These rates do not include a provision 
for income taxes for M&S prior to January 31, 1997, which was a general 
partnership prior to its acquisition by CKS Group.  The Combined pro 
forma federal and state income tax rate was 44.1% for the nine months 
ended August 31, 1997.  Pro forma tax rates include a tax provision to 
reflect M&S income as if M&S had been a taxable "C" corporation for all 
periods presented.  The actual effective tax rate remained relatively 
unchanged for the nine month periods ended August 30, 1998 and August 
31, 1997.

Pro Forma Consolidated Financial Data 

The following summary of consolidated pro forma income statement 
data gives effect to the pooling-of-interests business combinations 
between the Company, SiteSpecific, and M&S.  The data excludes the $0.8 
million and $2.5 million in nonrecurring charges for merger costs, net 
of taxes, recorded by the Company for the three month and nine month 
periods ended August 31, 1997 respectively, and includes a tax provision 
as if M&S had been a taxable "C" Corporation for all periods. 

<TABLE>
<CAPTION>
                                       Three Months Ended     Nine Months Ended
                                    ---------------------  ---------------------
                                    August 30, August 31,  August 30, August 31,
                                    1998       1997        1998       1997
                                    ---------- ----------  ---------- ----------
                                      (In thousands, except per share data)
<S>                                 <C>        <C>         <C>        <C>
Revenues...........................   $46,635    $39,750    $118,633    $99,980
Net income.........................    $3,389     $3,239      $7,400     $7,987

Pro forma basic net income
  per share........................     $0.22      $0.22       $0.48      $0.55
Shares used in basic per
  share computation................    15,366     14,732      15,345     14,543

Pro forma diluted net income
  per share........................     $0.21      $0.20       $0.45      $0.51
Shares used in diluted per
  share computation................    16,430     16,072      16,335     15,705

EBITDA  (1)                            $6,468     $6,125     $14,402    $14,644
</TABLE>


(1) Represents earnings before interest expense, income taxes, 
depreciation, amortization and other noncash charges ("EBITDA").  
Although EBITDA should not be used as an alternative to operating 
income or net cash provided by (used in) operating activities, 
investing activities, or financing activities, each as measured under 
generally accepted accounting principles, and although EBITDA may not 
be comparable to other similarly titled information for other 
companies, the Company's management believes that EBITDA is an 
additional meaningful measure of performance and liquidity.


Liquidity and Capital Resources

Since inception, the Company has financed its operations and 
investments in property and equipment through cash generated from 
operations, bank borrowings, equity financing and capital lease 
financing arrangements.  At August 30, 1998, the Company owed 
approximately $0.9 million in bank borrowings and capital lease 
financing arrangements.

Cash, cash equivalents and marketable securities, consisting 
primarily of high-quality municipal bonds and tax-advantaged money 
market instruments, totaled $47.1 million and $42.3 million at August 
30, 1998 and November 30, 1997, respectively.  The increase in cash, 
cash equivalents and marketable securities during this period was 
primarily due to $12.3 million provided by operating activities and $2.6 
million in proceeds from the sale of common stock, partially offset by 
$8.3 million used to fund buyout and guaranteed payments related to 
subsidiary acquisitions, $0.6 million used to repay debt and 
approximately $1.5 million used for capital expenditures.

Net cash provided by operating activities was approximately $12.3 
million in the nine month period ended August 30, 1998, reflecting $7.4 
million in net income and $4.9 million provided by working capital 
fluctuations.

Net cash used in investing activities was approximately $0.9 
million in the nine month period ended August 30, 1998, and included 
approximately $7.0 million of proceeds from the sale of marketable 
securities and other assets in excess of marketable securities 
purchased, partially offset by approximately $6.5 million paid to the 
former shareholders of CKS GmbH under a renegotiated purchase agreement, 
and $1.5 million used for capital expenditures.

Net cash provided by financing activities was approximately $0.2 
million in the nine month period ended August 30, 1998, reflecting $2.6 
million in proceeds from the sale of Common Stock through the Company's 
Employee Stock Purchase Plan and the exercise of employee stock options, 
partially offset by $1.8 million in guaranteed payments to subsidiaries 
and $0.6 million in repayment of debt.

In recording the business combinations with M&S and SiteSpecific, 
the Company's balance sheet as of November 30, 1996 was combined with 
M&S's and SiteSpecific's balance sheets as of December 31, 1996.  
Subsequent to November 30, 1996, M&S and SiteSpecific changed their 
fiscal year ends to conform to the Company's fiscal year end.  The net 
decrease in cash and cash equivalents for the three month period ended 
March 2, 1997 has been adjusted to eliminate the effect of including 
M&S's and SiteSpecific's net income and cash flows for the month ended 
December 31, 1996.  The cash adjustment amounted to $4.3 million, 
primarily as a result of a substantial payment received by M&S in 
December 1996 from a client for media placement, for which related costs 
were not paid until January 1997.  This adjustment is reflected in the 
Company's Condensed Consolidated Statements of Cash Flows under the line 
item "Change in subsidiaries' fiscal year ends".

As of August 30, 1998, the Company and its subsidiaries had $3.7 
million in credit facilities available under revolving lines of credit.  
The credit facilities were secured by all the assets of the Company and 
bear interest at rates of prime to prime plus 1%.  At August 30, 1998, 
there was $0.2 million of indebtedness outstanding under these credit 
facilities. These credit agreements, which are scheduled to expire 
between October 30, 1998 and November 30, 1998, require compliance with 
various financial covenants and restrictions, including maintenance of 
minimum levels of net worth and profitability, and restrict the 
Company's ability to pay dividends or to effect mergers or acquisitions 
without the bank's consent.

The Company believes that its cash, cash equivalents and 
marketable securities, together with existing credit facilities and cash 
flows from operations, if any, will be sufficient to meet the Company's 
cash requirements for at least the next twelve months.*  The Company may 
need to raise additional funds through public or private debt or equity 
financing in order to take advantage of opportunities that may become 
available to the Company, including expansion and acquisition of 
businesses, products or technologies, or to otherwise respond to 
competitive pressures.  There can be no assurance that the Company will 
be able to raise capital on favorable terms or at all. 

Factors Affecting Operating Results and Market Price of Stock

The Company's operating results and the market price of the 
Company's Common Stock may be affected by numerous factors, many of 
which are beyond the Company's control.  In addition to the factors 
described below, the Company encourages review of the more extensive 
discussion set forth in the section entitled "Business -- Factors 
Affecting Operating Results and Market Price of Stock" in the Company's 
Annual Report on Form 10-K for the fiscal year ended November 30, 1997 
and the section entitled "Risk Factors" in the Form S-4 registration 
statement filed on September 14, 1998 by USWeb, a copy of which is 
attached hereto as Exhibit 99.1.

The Company's operating results have fluctuated in the past and 
may fluctuate in the future as a result of a variety of factors.  Some 
of these factors include timing of the completion, material reduction or 
cancellation of major projects or the loss of a major client, the amount 
and timing of the receipt of new business, hiring or loss of personnel 
and opening or closing of offices, the relative mix of high margin 
creative or strategy consulting projects as compared to lower margin 
production projects, capital expenditures and other costs relating to 
the expansion of operations, the level of demand for intranet, extranet 
and Web site development, the productivity of consultants, the ability 
to maintain adequate staffing to service clients effectively, the cost 
of advertising and related media, the amount and timing of expenditures 
by clients for professional services, the introduction of new products 
or services by competitors, pricing changes in the industry, the 
relative mix of lower cost full-time employees versus higher cost 
independent contractors, technical difficulties with respect to the use 
of the Internet, and general economic conditions.  For instance, 
reductions in marketing expenditures by several of the Company's largest 
clients resulted in a significant decline in the Company's earnings for 
the fourth quarter of fiscal 1997, which in turn resulted in a 63% 
decline in the market price of the Company's Common Stock in a single 
day.  The Company experiences some seasonality in its business which 
results from timing of product introductions and business cycles of the 
Company's clients.  The Company's revenues for the first fiscal quarter 
tend to be somewhat lower than for the preceding fourth quarter because 
many clients have expended most of their marketing budgets prior to the 
end of the calendar year and do not release funds from the next calendar 
year's marketing budget until mid to late January.  The Company expects 
this seasonality to continue in the future.  The Company's historical 
financial data is of limited value in planning future operating 
expenses. Accordingly, the Company's expense levels will be based in 
part on its expectations concerning future revenues and will be fixed to 
a large extent.  The Company will be unable to adjust spending in a 
timely manner to compensate for any unexpected shortfall in revenues. 
Accordingly, a significant shortfall in demand for services could have 
an immediate and material adverse effect on the Company's business, 
financial condition, results of operations and prospects.  As a result 
of the foregoing and other factors, the Company anticipates that it may 
experience material and adverse fluctuations in future operating results 
on a quarterly or annual basis; and, that such operating results in any 
given quarter may fall below the expectations of securities analysts and 
investors.  In such event, the trading price of the Company's Common 
Stock would likely be materially and adversely affected and litigation 
may ensure.  Moreover, the Company believes that period to period 
comparisons of its revenues and operating results are not necessarily 
meaningful and that such comparisons cannot be relied upon as indicators 
of future performance.

The Company's five largest clients accounted for 37% and 39% of 
the Company's revenues for the fiscal years ended November 30, 1997 and 
November 30, 1996, respectively, with fluctuations in the amount of 
revenue contribution from each such client from quarter to quarter.  
Since many of the Company's clients generally retain the Company on a 
project by project basis, a client from whom the Company generates 
substantial revenue in one period may not be a substantial source of 
revenue in a subsequent period.  Historically, the Company's typical 
project has lasted only four to six weeks, and once a project is 
completed there can be no assurance that a client will engage the 
Company for further services.  In addition, the Company's clients may 
unilaterally reduce their use of the Company's services or terminate 
existing projects without penalty.  The termination of the Company's 
business relationship with any of its significant clients or a material 
reduction in revenues from a significant client would have a material 
adverse effect on the Company's business, financial condition and 
operating results.

The Company's future growth is dependent to a significant extent 
upon its ability to increase the amount of revenue it derives from 
providing marketing and advertising solutions to its customers through 
new media, which the Company defines as media that delivers content to 
end users in digital form, including the World Wide Web, the Internet, 
proprietary online services, CD-ROMs, laptop PC presentations and 
interactive kiosks.  The market for marketing and advertising through 
new media is rapidly evolving and is characterized by an increasing 
number of market entrants who have introduced or developed products and 
services for communication and commerce through new media.  Moreover, 
critical issues concerning the use of certain of these new media 
(including security, reliability, cost, ease of deployment and 
administration and quality of service) remain unresolved and may affect 
the growth of the use of such new media for communication and commerce.  
Demand and market acceptance for recently introduced products and 
services are subject to a high level of uncertainty.  There can be no 
assurance that communication and commerce through new media will 
continue to grow.  The Company believes that its focus on and expertise 
in new media-based marketing services has been an important factor in 
attracting new clients.  To the extent that the Company's leadership in 
providing new media solutions erodes as established advertising agencies 
and other competitors expand their new media capabilities, the Company's 
competitive position, business, financial condition and operating 
results may be materially adversely affected.  

Over the 24-month period ended August 30, 1998, the Company 
completed acquisitions of six businesses. The Company's future 
performance will depend on its ability to integrate these acquired 
businesses, which, even if successful, may take a significant period of 
time, will place a significant strain on the Company's resources, and 
could subject it to additional expenses during the integration process 
and to the risks commonly encountered in acquisitions of businesses. 
Such risks include, among other things, the difficulty of assimilating 
the operations and personnel of the acquired businesses, the potential 
disruption of the Company's ongoing business, the inability of 
management to maximize the financial and strategic position of the  
Company through the successful incorporation of acquired personnel and 
clients, the maintenance of uniform standards, controls, procedures and 
policies and the impairment of relationships with employees and clients 
as a result of any integration of new management personnel. There can be 
no assurance that the services, technologies, key personnel and 
businesses of previously acquired companies will be effectively 
integrated into the Company's business or service offerings, or that 
such integration will not adversely affect the Company's business, 
financial condition and results of operations. There can also be no 
assurance that any acquired services, technologies or businesses will 
contribute at anticipated levels to the Company's sales or earnings, or 
that the sales and earnings from such combined businesses will not be 
adversely affected by the integration process. The failure to integrate 
acquisitions successfully could have a material adverse effect on the 
business, financial condition and results of operations of the Company. 

A component of the Company's continued growth strategy is expected 
to be the acquisition of professional service firms that meet the 
Company's goals for strategic growth.  The successful implementation of 
this acquisition strategy will depend on the Company's ability to 
identify suitable acquisition candidates, acquire such companies on 
acceptable terms and integrate their operations successfully with those 
of the  Company.  There can be no assurance that the Company will be 
able to continue to identify additional suitable acquisition candidates 
or that the Company will be able to acquire such candidates on 
acceptable terms  Moreover, in pursuing acquisition opportunities the 
Company may compete with other companies with similar growth strategies, 
certain of which may be larger and have greater financial and other 
resources than the Company.  Competition for acquisition targets may 
also result in increased prices of acquisition targets and a diminished 
pool of companies available for acquisition.  Acquisitions also involve 
a number of other risks, including adverse effects on the Company's 
reported operating results from increases in goodwill amortization, 
acquired in-process technology, stock compensation expense and increased 
compensation expense resulting from newly hired employees, the diversion 
of management attention, potential disputes with the sellers of one or 
more acquired entities and the possible failure to retain key acquired 
personnel.  For all of these reasons, the Company's pursuit of an 
overall acquisition strategy or any individual pending or future 
acquisition may have a material adverse effect on the Company's 
business, financial condition and results of operations.  To the extent 
the Company chooses to use cash consideration for acquisitions in the 
future, the Company may be required to obtain additional financing, and 
there can be no assurance that such financing will be available on 
favorable terms, if at all.  If stock is issued to complete future and 
existing acquisitions, existing stockholders may experience ownership 
and/or earnings dilution. 

The growth of the Company has placed, and any further expansion of 
the Company would continue to place, a significant strain on the 
Company's limited personnel, management and other resources.  In the 
future, the Company will be required to attract, train, motivate and 
manage new employees successfully, to effectively integrate new 
employees into its operations and to continue to improve its 
operational, financial, management and information systems and controls.  
There can be no assurance that the Company's systems, procedures or 
controls will be adequate to support the Company's operations or that 
the Company's management will be able to achieve the rapid execution 
necessary to exploit the market for the Company's business model.  The 
failure to effectively manage any further growth could have a material 
adverse effect on the Company's business, financial condition and 
results of operations.

The Company generates a significant portion of its revenues 
through project fees on a fixed fee for service basis.  The Company 
assumes greater financial risk on fixed-price type contracts than on 
either time-and-material or cost-reimbursable contracts.  Failure to 
anticipate technical problems, estimate accurately the costs, resources 
and time required for an engagement, to manage client expectations 
effectively regarding the scope of services to be delivered for the 
estimated fees or to complete fixed-price engagements within budget, on 
time and to clients' satisfaction would expose the Company to risks 
associated with cost overruns and, in certain cases, penalties, any of 
which could reduce the Company's profit or cause the Company to incur a 
loss.  Although many of the Company's projects last four to six weeks 
and therefore each individual short-term project creates less exposure 
than a long-term fixed-price contract, in the event the Company does not 
accurately anticipate the progress of a number of significant revenue-
generating projects, a material adverse effect on the Company's 
business, financial condition and operating results could result.  As 
the complexity of new media projects has increased, the duration and 
size of some of these fixed price agreements has increased, thereby 
increasing the Company's risk of loss on such projects.  

Conflicts of interest are inherent in certain segments of the 
marketing communications industry, particularly in advertising.  The 
Company has in the past, and likely will in the future, be unable to 
pursue potential advertising and other opportunities because such 
opportunities will require the Company to provide services to direct 
competitors of existing Company clients.  In addition, the Company risks 
alienating or straining relationships with existing clients each time 
the Company agrees to provide services to even indirect competitors of 
existing Company clients. Conflicts of interest may jeopardize the 
stability of revenues generated from existing clients and preclude 
access to business prospects, either of which developments could have a 
material adverse  effect on the Company's business, financial condition 
and operating  results.

Many currently installed computer systems and software products 
are coded to accept only two-digit entries in the date code field.  
Beginning in the year 2000, these date code fields will need to accept 
four-digit entries to distinguish 21st century dates from 20th century 
dates.  As a result, in the next 15 months, software and computer 
systems used by many companies, including customers and potential 
customers of the Company, may need to be upgraded to comply with such 
"Year 2000" requirements.  The Company is in the process of conducting 
an internal review of all systems and contacting all software suppliers 
to determine major areas of exposure to Year 2000 issues. Although the 
Company's core financial and reporting systems have been identified as 
being Year 2000 compliant, a number of ancillary applications may not 
yet be Year 2000 compliant. The Company is in the process of correcting 
areas of exposure.  The Company has not determined an estimate of the 
costs required to correct non-complying features, if any, and such costs 
could have a material adverse effect on the Company's business, results 
of operations and financial condition.

Although the Company believes that its internal systems are Year 
2000 compliant, failure to provide Year 2000 compliant business 
solutions to its customers could result in liability to the Company or 
otherwise have a material adverse effect on the Company's business, 
results of operations and financial condition. Furthermore, the Company 
believes that the purchasing patterns of customers and potential 
customers may be affected by Year 2000 issues as companies expend 
significant resources to correct or patch their current software systems 
for Year 2000 compliance. These expenditures may result in reduced funds 
available to purchase products and services such as those offered by the 
Company, which could result in a material adverse effect on the 
Company's business, results of operations and financial condition. In 
the third-party area, the Company has begun contacting its major 
suppliers. Most of these parties have stated that they intend to be Year 
2000 compliant by Year 2000. Any failure of these third parties systems 
to timely achieve Year 2000 compliance could have a material adverse 
effect on the business, financial condition and results of operations of 
the Company.

The Company's business of delivering marketing professional 
services is labor intensive.  Accordingly, the Company's success depends 
in large part on its ability to identify, hire, train and retain 
consulting professionals who can provide the strategy, technology, 
marketing, audience development and creative skills required by clients.  
There is currently a shortage of such personnel, and this shortage is 
likely to continue for the foreseeable future.  The Company will 
encounter intense competition for qualified personnel from other 
companies, and there can be no assurance that it will be able to 
identify, hire, train and or retain other highly qualified technical, 
marketing and managerial personnel in the future.  The inability to 
attract and retain the necessary personnel would have a material adverse 
effect on the Company's business, financial condition and results of 
operations. 

The market for the Company's services is intensely competitive, 
and the Company expects competition to persist, intensify and increase 
in the future.  There are relatively low barriers to entry into the 
Company's business.  Because professional services firms such as the 
Company rely on the skill of their personnel and the quality of their 
client service, they have no patented technology that would preclude or 
inhibit competitors from entering their markets.  Many of the Company's 
current and potential competitors have longer operating histories, 
larger installed customer bases, longer relationships with clients and 
significantly greater financial, technical, marketing and public 
relations resources than the Company and could decide at any time to 
increase their resource commitments to the Company's target markets.  
Competition could materially adversely affect the Company's business, 
financial condition and results of operations.

Many of the Company's consulting engagements involve the 
development, implementation and maintenance of applications that are 
critical to the operations of their clients' businesses.  The Company's 
failure or inability to meet a client's expectations in the performance 
of its services could injure the Company's business reputation or result 
in a claim for substantial damages against the Company, regardless of 
its responsibility for such failure.  In addition, the Company possesses 
technologies and content that may include confidential or proprietary 
client information.  Although the Company has implemented policies to 
prevent such client information from being disclosed to unauthorized 
parties or used inappropriately, any such unauthorized disclosure or use 
could result in a claim for substantial damages.  The Company has 
attempted to limit contractually its damages arising from negligent 
acts, errors, mistakes or omissions in rendering professional services; 
however there can be no assurance that any contractual protections will 
be enforceable in all instances or would otherwise protect the Company 
from liability for damages.  Although the Company maintains general 
liability insurance coverage, including coverage for errors and 
omissions, there can be no assurance that such coverage will continue to 
be available on reasonable terms or will be available in sufficient 
amounts to cover one or more large claims, or that the insurer will not 
disclaim coverage as to any future claim.  The successful assertion of 
one or more large claims against the Company that are uninsured, exceed 
available insurance coverage or result in changes to the Company's 
insurance policies, including premium increases or the imposition of a 
large deductible or co-insurance requirements, could adversely affect 
the Company's business, results of operations and financial condition.

The Company is not currently subject to direct government 
regulation, other than securities laws and regulations applicable to all 
publicly owned companies and laws and regulations applicable to 
businesses generally.  There are currently few laws or regulations 
directly applicable to access to or commerce on the Internet.  However, 
due to the increasing popularity and use of the Internet, it is likely 
that laws and regulations covering the Internet may be adopted with 
respect to issues such as user privacy, freedom of expression, pricing 
of products and services, taxation, advertising, intellectual property 
rights, information security or the convergence of traditional 
communications services with Internet communications.  The adoption of 
such laws or regulations may decrease the growth of the Internet, which 
could in turn decrease demand for the Company's services, increase the 
cost of doing business, or in some other manner have a material adverse 
effect on the Company's business, financial condition and results of 
operations. 

The Company's revenues and results of operations are subject to 
fluctuations based upon general economic conditions.  If there were to 
be a general economic downturn or a recession in the United States, then 
the Company expects that business enterprises, including its clients and 
potential clients, likely will substantially and immediately reduce 
their budgets.  Because certain of the Company's largest clients have 
substantial overseas operations, their budgets may also be adversely 
affected by economic conditions in overseas markets, including the 
recent volatility in Asian and Russian economies and Asian and Russian 
currency and securities markets.  In the event of such an economic 
downturn, the Company's business, financial condition and results of 
operations would not be materially and adversely affected.


Volatility of Company's Common Stock

The trading price of the Company's Common Stock has been, and in 
the future is expected to be, subject to extreme fluctuations in 
response to both business-related issues, such as quarterly variations 
in operating results, the timing of commencement or completion of client 
projects, reductions or increases in client spending on marketing 
communications services, announcements of new services or business 
acquisitions by the Company or its competitors, and the gain or loss of 
client accounts, and stock market related influences, such as changes in 
estimates of securities analysts, the presence or absence of short-
selling of the Company's Common Stock, and events affecting other 
companies that the market deems to be comparable to or to impact the 
Company or its business.  In addition, the stock market has from time to 
time experienced extreme price and volume fluctuations that have 
particularly affected the market price of many technology-oriented 
companies and that often have been unrelated or disproportionate to the 
operating performance of these companies.  These broad market 
fluctuations may adversely affect the market price of the Company's 
Common Stock.  The trading prices of many high technology and Internet-
related companies' stocks are at or near their historical highs and 
reflect price/earning ratios substantially above historical norms.  
There can be no assurance that the trading price of the Company's Common 
Stock will remain at or near its current level.  The following table 
reflects the high and low per share sale prices for the Company's Common 
Stock for the seven fiscal quarters ending August 30, 1998:

<TABLE>
<CAPTION>
                                       High       Low
                                    ---------- ----------
<S>                                 <C>        <C>
First Quarter, Fiscal 1997.........    $36.25     $20.63
Second Quarter, Fiscal 1997........    $34.25     $20.25
Third Quarter, Fiscal 1997.........    $44.75     $29.00
Fourth Quarter, Fiscal 1997........    $46.25     $11.38
First Quarter, Fiscal 1998.........    $20.00     $12.25
Second Quarter, Fiscal 1998........    $27.50     $17.56
Third Quarter, Fiscal 1998.........    $24.50     $12.88
</TABLE>

----------------
*This statement is a forward-looking statement reflecting current expectations.
 Investors are strongly  encouraged to review the section entitled "Factors
 Affecting Operating Results and Market Price of Stock"  commencing on this
 page, for a discussion of factors that could affect future performance.
























<PAGE>



PART II.        OTHER INFORMATION

Item 1. Legal Proceedings

None


Item 2. Changes in Securities

None


Item 3. Defaults Upon Senior Securities

None


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

None


Item 5. Other Information

None


Item 6. Exhibits and Reports on Form 8-K

        a.    Exhibits  

        99.1 Risk factors related to the proposed merger with USWeb         
        Corporation.  This exhibit includes "Risk Factors" found in the Form   
        S-4 filed September 14, 1998 by USWeb  Corporation, except with respect
        the cross references contained  therein. 


        27.1 Financial Data Schedule


        b.    Reports on Form 8-K

        During the period covered by this report, the Company filed the 
        following Current Report on Form 8-K:

        (1)      Form 8-K dated September 1, 1998 and filed with the 
        Commission on September 11, 1998 reporting information under item 
        5, with respect to the execution of the Agreement and Plan of 
        Reorganization dated as of September 1, 1998 among USWeb, Merger 
        Sub, and CKS Group.




<PAGE>

                                   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.

                                     CKS GROUP, INC.
                                     (Registrant)


Date: October 14, 1998                   By: /s/ MARK D. KVAMME
                                              ----------------------------------
                                              Mark D. Kvamme, Chairman and Chief
                                              Executive Officer (Principal
                                              Executive Officer)

Date: October 14, 1998                   By: /s/ CARLTON H. BAAB
                                              ----------------------------------
                                              Carlton H. Baab, Executive Vice
                                              President and Chief Financial
                                              Officer (Principal Financial and
                                              Accounting Officer)

































<PAGE>
                                 EXHIBIT INDEX

Exhibit No.                       Description
-----------   ----------------------------------------------------------------

 27.1          Financial Data Schedule

 99.1          Risk factors related to the proposed merger with USWeb          
               Corporation.   This exhibit includes "Risk Factors" found in the
               Form S-4 filed September 14, 1998 by USWeb  Corporation, except
               with respect to the cross references contained  therein.