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                                                                     EXHIBIT 4.3

                     FORM OF WARRANT ISSUABLE IN CONNECTION

                          WITH iVILLAGE RIGHTS OFFERING

                               WARRANT TO PURCHASE

                            SHARES OF COMMON STOCK OF

                                  iVILLAGE INC.

                         (Void after December 31, 2004)

Warrant No. ___                                  ________ Shares of Common Stock

                                  iVILLAGE INC.

         1. Issuance. This Warrant is one of a series of multiple warrants
issued or issuable by iVILLAGE INC., a Delaware corporation (hereinafter with
its successors called the "Company"), pursuant to the rights offering described
in the joint proxy statement/prospectus of the Company and Women.com Networks,
Inc. included as part of the Company's Registration Statement on Form S-4 filed
with the Securities and Exchange Commission (File No. 33-________).

         2. Purchase Price; Number of Shares. The registered holder of this
Warrant (the "Holder"), commencing on the date hereof but subject to the terms
of this Warrant, is entitled upon surrender of this Warrant with the
subscription form annexed hereto as Attachment A duly executed, at the principal
office of the Company, to purchase from the Company up to the number of fully
paid and nonassessable shares set forth above (the "Shares") of Common Stock,
$0.01 par value per share, of the Company (the "Common Stock") at a price per
share (the "Purchase Price") of $0.01 at any time or from time to time up to and
including 5:00 p.m. (New York Time) on December 31, 2004 (the "Expiration
Date"); provided, however, that the Holder shall have no right to exercise this
Warrant unless at the time of exercise the Average Closing Price (as defined
below) of the Common Stock exceeds $3.75 (as adjusted for stock splits, stock
dividends or other adjustments to Common Stock). Upon receipt of written notice
from the Company that the Average Closing Price condition specified above has
been satisfied, the Holder shall have thirty (30) days, and only thirty (30)
days, to exercise this Warrant; provided, however, that in no event shall this
Warrant be exercisable after the Expiration Date. The person or persons in whose
name or names any certificate representing shares of Common Stock is issued
hereunder shall be deemed to have become the holder of record of the shares
represented thereby as at the close of business on the date this Warrant is
exercised, whether or not the transfer books of the Company shall be closed.

         For purposes of this Warrant, "Average Closing Price" means (i) if at
the applicable time the Common Stock is listed on a national securities exchange
or on the over-the-counter market (including The Nasdaq Stock Market), then the
average closing price of the Common Stock on any fifteen (15) consecutive
trading days on which a share or shares of Common Stock were sold, or if no such
shares were sold on such day, then the average of the "bid" and "ask" prices of
the Common Stock on such day or (ii) if at the applicable time the Common Stock
is not listed on a national securities exchange or on the over-the-counter
market, then the fair market value of the Common Stock as determined in good
faith by the Board at the time of such exercise.

         3. Payment of Purchase Price. The Purchase Price may be paid in cash or
by certified check or wire transfer.

         4. Fractional Shares. No fractional shares shall be issued upon
exercise of this Warrant. The Company shall, in lieu of issuing any fractional
share, pay the holder entitled to such fraction a sum in cash equal to such
fraction multiplied by the then effective Purchase Price.

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         5. Exercise; Expiration Date. Subject to the provisions of Section 2,
this Warrant may be exercised in whole or in part at any time commencing on the
date hereof and ending on the Expiration Date and shall be void thereafter.

         6. Reserved Shares; Valid Issuance. The Company covenants that it will
at all times from and after the date hereof reserve and keep available such
number of its authorized shares of Common Stock of the Company, free from all
preemptive or similar rights therein, as will be sufficient to permit the
exercise of this Warrant in full. The Company further covenants that such shares
as may be issued pursuant to such exercise will, upon issuance, be duly and
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issuance thereof.

         7. Stock Splits and Dividends. If after the date hereof the Company
shall subdivide the Common Stock, by stock split or otherwise, or combine the
Common Stock, or issue additional shares of Common Stock in payment of a stock
dividend on the Common Stock, the number of shares of Common Stock issuable on
the exercise of this Warrant shall forthwith be proportionately increased in the
case of a subdivision or stock dividend, or proportionately decreased in the
case of a combination, and the Purchase Price shall forthwith be proportionately
decreased in the case of a subdivision or stock dividend, or proportionately
increased in the case of a combination.

         8. Mergers and Reclassifications. If after the date hereof the Company
shall enter into any Reorganization (as hereinafter defined), then, as a
condition of such Reorganization, lawful provisions shall be made, and duly
executed documents evidencing the same from the Company or its successor shall
be delivered to the Holder, so that the Holder shall thereafter have the right
to purchase, at a total price not to exceed that payable upon the exercise of
this Warrant in full, the kind and amount of shares of stock and other
securities and property receivable upon such Reorganization by a holder of the
number of shares of Common Stock which might have been purchased by the Holder
immediately prior to such Reorganization, and in any such case appropriate
provisions shall be made with respect to the rights and interests of the Holder
to the end that the provisions hereof (including without limitation, provisions
for the adjustment of the Purchase Price and the number of shares issuable
hereunder) shall thereafter be applicable in relation to any shares of stock or
other securities and property thereafter deliverable upon exercise hereof. For
the purposes of this Section 8, the term "Reorganization" shall include without
limitation any reclassification, capital reorganization or change of the Common
Stock (other than as a result of a subdivision, combination or stock dividend
provided for in Section 7 hereof), or any consolidation of the Company with, or
merger of the Company into, another corporation or other business organization
(other than a merger in which the Company is the surviving corporation and which
does not result in any reclassification or change of the outstanding Common
Stock), or any sale or conveyance to another corporation or other business
organization of all or substantially all of the assets of the Company.

         9. Certain Events; Limitations on Adjustments. If any change in the
outstanding Common Stock of the Company or any other event occurs as to which
the provisions of Section 7 or Section 8 are not strictly applicable or if
strictly applicable would not fairly protect the purchase rights of the Holder
of the Warrant in accordance with such provisions, then the Board of Directors
of the Company shall make an adjustment in the number and class of shares
available under the Warrant, the Purchase Price or the application of such
provisions, so as to protect such purchase rights as aforesaid. The adjustment
shall be such as will give the Holder of the Warrant upon exercise for the same
aggregate Purchase Price the total number, class and kind of shares as he would
have owned had the Warrant been exercised prior to the event and had he
continued to hold such shares until after the event requiring adjustment.
Notwithstanding the foregoing, no adjustment shall be required unless such
adjustment would require an increase or decrease of at least $0.05 in the
Purchase Price then subject to adjustment and in no event shall the Purchase
Price be reduced below the then-current par value of the Common Stock. Any
adjustments that are not made by reason of this Section 10 shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 10 shall be made to the nearest cent.

         10. Certificate of Adjustment. Whenever the Purchase Price is adjusted,
as herein provided, the Company shall promptly deliver to the Holder a
certificate of the Company's chief financial officer setting forth the Purchase
Price after such adjustment and setting forth a brief statement of the facts
requiring such adjustment.

         11. Issue Tax. The issuance of certificates for the Shares upon the
exercise of the Warrant shall be made without charge to the Holder of the
Warrant for any issue tax (other than any applicable income taxes) in

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respect thereof; provided, however, that the Company shall not be required to
pay any tax which may be payable in respect of any transfer involved in the
issuance and delivery of any certificate in a name other than that of the then
Holder of the Warrant being exercised.

         12. Notices of Record Date, Etc. In the event of any

                  (a) taking by the Company of a record of the holders of any
class of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase, sell or otherwise acquire or dispose of any shares of
stock of any class or any other securities or property, or to receive any other
right;

                  (b) reclassification of the capital stock of the Company,
capital reorganization of the Company, consolidation or merger involving the
Company, or sale or conveyance of all or substantially all of its assets; or

                  (c) voluntary or involuntary dissolution, liquidation or
winding-up of the Company; then and in each such event the Company will provide
or cause to be provided to the Holder a written notice thereof. Such notice
shall be provided at least ten (10) business days prior to the date specified in
such notice on which any such action is to be taken.

         13. No Voting or Dividend Rights; Limitation of Liability. Nothing
contained in this Warrant shall be construed as conferring upon the Holder
hereof the right to vote or to receive notice as a stockholder of the Company or
any other matters or any rights whatsoever as a stockholder of the Company. No
dividends or interest shall be payable or accrued in respect of this Warrant or
the interest represented hereby or the shares purchasable hereunder until, and
only to the extent that, this Warrant shall have been exercised. No provisions
hereof, in the absence of affirmative action by the Holder to purchase Shares,
and no mere enumeration herein of the rights or privileges of the Holder hereof,
shall give rise to any liability of such Holder for the Purchase Price or as a
stockholder of the Company, whether such liability is asserted by the Company or
by its creditors.

         14. Amendment. The terms of this Warrant may be amended, modified or
waived only with the written consent of the Company and persons holding at least
a majority of the Warrants then outstanding.

         15. Notices, Etc.

                  (a) Any notice or written communication required or permitted
to be given to the Holder may be given by United States mail, by overnight
courier or by facsimile transmission at the address most recently provided by
the Holder to the Company or by hand, and shall be deemed received upon the
earlier to occur of (i) receipt, (ii) if sent by overnight courier, then on the
day after which the same has been delivered to such courier for overnight
delivery, or (iii) if sent by United States mail, seventy-two (72) hours after
the same has been deposited in a regularly maintained receptacle for the deposit
of the United States mail.

                  (b) In case this Warrant shall be mutilated, lost, stolen or
destroyed, the Company shall issue a new warrant of like tenor and denomination
and deliver the same (i) in exchange and substitution for and upon surrender and
cancellation of any mutilated Warrant, or (ii) in lieu of any Warrant lost,
stolen or destroyed, upon receipt of an affidavit of the Holder or other
evidence reasonably satisfactory to the Company of the loss, theft or
destruction of such Warrant.

         16. No Impairment. The Company will not, by amendment of its
certificate of incorporation or through any reclassification, capital
reorganization, consolidation, merger, sale or conveyance of assets,
dissolution, liquidation, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance of performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder.

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         17. Descriptive Headings and Governing Law. The descriptive headings of
the several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. The provisions and terms of
this Warrant shall be governed by and construed in accordance with the internal
laws of the State of New York.

         18. Successors and Assigns. This Warrant shall be binding upon the
Company's successors and assigns and shall inure to the benefit of the Holder's
successors and legal representatives.

Dated:  _______________, 2001     iVILLAGE INC.

                                  By:
                                     -------------------------------------------
                                  Name:
                                       -----------------------------------------
                                  Title:
                                        ----------------------------------------

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                                  Attachment A

                                SUBSCRIPTION FORM

                                                        Date:  _________________

iVillage Inc.
500-512 7th Avenue
New York, NY  10018
Attn:    President

Ladies and Gentlemen:

         The undersigned hereby elects to exercise the warrant issued to it by
iVillage Inc. (the "Company") and dated ________________, 2001 (the "Warrant")
to purchase ____________________________ shares of the Common Stock of the
Company (the "Shares") purchasable thereunder at a purchase price of $0.01 per
Share for an aggregate purchase price of $__________ (the "Purchase Price").
Pursuant to the terms of the Warrant the undersigned has delivered the Purchase
Price herewith in full in cash or by certified check or wire transfer.

         The certificate(s) for such shares shall be issued in the name of the
undersigned or as otherwise indicated below:

                                       Very truly yours,


                                       (name of holder)

                                       By:
                                           -------------------------------------

                                       Name:
                                             -----------------------------------

                                       Title:
                                              ----------------------------------