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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 10-Q



|[X] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------

Commission File Number 0-24339

INKTOMI CORPORATION(Exact name of Registrant as specified in its charter)

|DELAWARE                 | 94-3238130                          
|------------------------ | ------------------------------------
|(State of Incorporation) | (I.R.S. Employer Identification No.)

4100 EAST THIRD
AVENUE
FOSTER CITY, CALIFORNIA 94404(Address of principal executive offices)

Registrant's telephone number, including area code: (650) 653-2800

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  ____

The number of shares outstanding of the Registrants Common Stock as of July 31, 2000 was 114,024,975.

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INKTOMI CORPORATION

FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

TABLE OF CONTENTS

|          |  |                        |  |                                                                           |  |      | 
|--------- |  | ---------------------- |  | ------------------------------------------------------------------------- |  | ---- | 
|          |  |                        |  |                                                                           |  | Page | 
|Part I    |  | Financial Information: |  |                                                                           | 
|          |  | Item 1.                |  | Financial Statements (Unaudited)                                          |  |      | 
|          |  |                        |  | a) Condensed Consolidated Statements of Operation for the three and nine- |  |      | 
|          |  |                        |  | months ended June 30, 2000 and 1999                                       |  | 2    | 
|          |  |                        |  | b) Condensed Consolidated Balance Sheets as of June 30, 2000 and          |  |      | 
|          |  |                        |  | September 30, 1999                                                        |  | 3    | 
|          |  |                        |  | c) Condensed Consolidated Statements of Cash Flows for the nine-months    |  |      | 
|          |  |                        |  | ended June 30, 2000 and 1999                                              |  | 4    | 
|          |  |                        |  | d) Notes to Unaudited Condensed Consolidated Financial Statements         |  | 5    | 
|          |  | Item 2.                |  | Managements Discussion and Analysis of Financial                         |  |      | 
|          |  |                        |  | Condition and Results of Operations                                       |  | 10   | 
|          |  |                        |  |                                                                           |  |      | 
|Part II   |  | Other Information:     |  |                                                                           | 
|          |  | Item 2.                |  | Changes in Securities and Use of Proceeds                                 |  | 23   | 
|          |  | Item 4.                |  | Submissions of Matters to a Vote of Stockholders                          |  | 23   | 
|          |  | Item 6.                |  | Exhibits and Reports on Form 8-K                                          |  | 23   | 
|          |  |                        |  |                                                                           |  |      | 
|Signature |  |                        |  |                                                                           |  | 25   | 

This report on Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934.  When used
in this report, the words anticipate, believe, expect, intend,
may, will and similar expressions identify forward-looking statements. Forward-looking statements
in this report include, but are not limited to, those relating to the general rapid expansion of our business, including
the expansion of our network products and portal services, our ability to develop multiple applications, our planned
introduction of new products and services, the possibility of acquiring complementary businesses, products, services and
technologies and our development of relationships with providers of leading Internet technologies. Although we believe that
our plans, intentions and expectations reflected in these forward-looking statements are reasonable, we can give no
assurance that these plans, intentions or expectations will be achieved.  Actual results, performance or achievements
could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this
report.  Important factors that could cause actual results to differ materially from our forward-looking statements are set
forth in this report, including under the heading Factors Affecting Operating Results contained in Item 2,
Managements Discussion and Analysis of Financial Condition and Results of Operations and in reports
filed with the Securities and Exchange Commission including our annual report on Form 10-K for the year ended
September 30, 1999. These factors are not intended to represent a complete list of the general or specific factors that
may affect us. Other factors, including general economic factors and business strategies, may be significant, presently or
in the future, and the factors set forth in this report may affect us to a greater extent than indicated.  You should
not rely on these forward looking statements, which reflect our position as of the date of this report.  We do not
assume any obligation to revise forward looking statements.

Inktomi was incorporated in California in February 1996 and reincorporated in Delaware in February 1998.  In this report, Inktomi, the Company, our, us, 
we and similar expressions refer to Inktomi Corporation and its subsidiaries.

1

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Part I.  Financial Information

Item 1.  Financial Statements

Inktomi Corporation
Condensed Consolidated Statements of Operation(In thousands, except per share amounts)
(Unaudited)

|                                    |  |               |         |              |  
|----------------------------------- |  | ------------- | ------- | ------------ | -
|                                    |  | For the Three |         | For the Nine |  
|                                    |  | Months Ended  |         | Months Ended |  
|                                    |  | June 30,      |         | June 30,     |  
|                                    |  |               |         |              |  
|                                    |  | 2000          |         | 1999         |  
|                                    |  |               |         |              |  
|                                    |  |               |         |              |  
|Revenues                            |  |               |         |              |  
|Network products                    |  | $             | 43,100  |              | $
|Portal services                     |  |               | 18,400  |              |  
|                                    |  |               |         |              |  
|Total revenues                      |  |               | 61,500  |              |  
|                                    |  |               |         |              |  
|Operating expenses                  |  |               |         |              |  
|Cost of revenues                    |  |               | 8,358   |              |  
|Sales and marketing                 |  |               | 32,645  |              |  
|Research and development            |  |               | 15,141  |              |  
|General and administrative          |  |               | 3,695   |              |  
|Acquisition-related costs           |  |               |        |              |  
|                                    |  |               |         |              |  
|Total operating expenses            |  |               | 59,839  |              |  
|                                    |  |               |         |              |  
|Operating income (loss)             |  |               | 1,661   |              |  
|                                    |  |               |         |              |  
|Other income, net                   |  |               | 3,641   |              |  
|                                    |  |               |         |              |  
|                                    |  |               |         |              |  
|Pretax income (loss)                |  |               | 5,302   |              |  
|                                    |  |               |         |              |  
|Provision for income taxes          |  |               | (795    | )            |  
|                                    |  |               |         |              |  
|                                    |  |               |         |              |  
|Net income (loss)                   |  | $             | 4,507   |              | $
|                                    |  |               |         |              |  
|                                    |  |               |         |              |  
|Earnings per share                  |  |               |         |              |  
|Basic net income (loss) per share   |  | $             | 0.04    |              | $
|                                    |  |               |         |              |  
|Diluted net income (loss) per share |  | $             | 0.04    |              | $
|                                    |  |               |         |              |  
|                                    |  |               |         |              |  
|Shares outstanding                  |  |               |         |              |  
|Shares used in calculating basic    |  |               |         |              |  
|net income (loss) per share         |  |               | 110,886 |              |  
|                                    |  |               |         |              |  
|Shares used in calculating diluted  |  |               |         |              |  
|net income (loss) per share         |  |               | 123,040 |              |  
|                                    |  |               |         |              |  

See Notes to the Unaudited Condensed Consolidated Financial Statements

2

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|Inktomi Corporation                                   |  |   |                     |   |   |                          |  
|----------------------------------------------------- |  | - | ------------------- | - | - | ------------------------ | -
|Condensed Consolidated Balance Sheets                 |  |   |                     |   |   |                          |  
|(In thousands, except per share amounts)              |  |   |                     |   |   |                          |  
|                                                      |  |   | June 30,
      2000 |   |   | September 30,
      1999 |  
|                                                      |  |   |                     |   |  
|                                                      |  |   |                     |   |   |                          |  
|                                                      |  |   | (Unaudited)         |   |   | (Restated)               |  
|Assets                                                |  |   |                     |   |   |                          |  
|Current assets                                        |  |   |                     |   |   |                          |  
|Cash
      and cash equivalents                       |  | $ | 122,009             |   | $ | 85,047                   |  
|Short-term
      investments                          |  |   | 150,210             |   |   | 216,890                  |  
|                                                      |  |   |                     |   |   |                          |  
|Total
      cash, cash equivalents and                |  |   |                     |   |   |                          |  
|short-term
      investments                          |  |   | 272,219             |   |   | 301,937                  |  
|Accounts receivable, net                              |  |   | 43,226              |   |   | 23,352                   |  
|Prepaid
      expenses and other current assets       |  |   | 9,506               |   |   | 3,615                    |  
|                                                      |  |   |                     |   |   |                          |  
|Total current assets                                  |  |   | 324,951             |   |   | 328,904                  |  
|Investments in
      equity securities                |  |   | 174,410             |   |   | 8,180                    |  
|Property and
      equipment, net                     |  |   | 75,890              |   |   | 43,329                   |  
|Other assets                                          |  |   | 5,845               |   |   | 2,137                    |  
|                                                      |  |   |                     |   |   |                          |  
|Total assets                                          |  | $ | 581,096             |   | $ | 382,550                  |  
|                                                      |  |   |                     |   |   |                          |  
|                                                      |  |   |                     |   |   |                          |  
|Liabilities and Stockholders' Equity                  |  |   |                     |   |   |                          |  
|Current liabilities                                   |  |   |                     |   |   |                          |  
|Current portion of notes payable                      |  | $ | 2,045               |   | $ | 5,513                    |  
|Current portion of capital lease obligations          |  |   | 2,533               |   |   | 2,502                    |  
|Accounts payable                                      |  |   | 2,854               |   |   | 6,444                    |  
|Accrued liabilities                                   |  |   | 37,608              |   |   | 14,421                   |  
|Deferred revenue                                      |  |   | 45,986              |   |   | 3,389                    |  
|                                                      |  |   |                     |   |   |                          |  
|Total current liabilities                             |  |   | 91,026              |   |   | 32,269                   |  
|Notes payable                                         |  |   | 2,442               |   |   | 4,560                    |  
|Capital lease
      obligations, less current portion |  |   | 3,623               |   |   | 3,686                    |  
|Other liabilities                                     |  |   | 581                 |   |   | 729                      |  
|                                                      |  |   |                     |   |   |                          |  
|Total liabilities                                     |  |   | 97,672              |   |   | 41,244                   |  
|                                                      |  |   |                     |   |   |                          |  
|Stockholders'
      equity                            |  |   |                     |   |   |                          |  
|Common Stock, $0.001 par value; 300,000               |  |   |                     |   |   |                          |  
|authorized at June 30, 2000 and                       |  |   |                     |   |   |                          |  
|September 30, 1999; 111,405 outstanding at            |  |   |                     |   |   |                          |  
|June 30, 2000 and 107,576 at                          |  |   |                     |   |   |                          |  
|September 30, 1999                                    |  |   | 111                 |   |   | 108                      |  
|Additional paid-in
      capital                      |  |   | 460,256             |   |   | 419,558                  |  
|Deferred
      compensation and other                 |  |   | (2,295              | ) |   | (3,691                   | )
|Accumulated other
      comprehensive income          |  |   | 102,365             |   |   | 1,447                    |  
|Accumulated deficit                                   |  |   | (77,013             | ) |   | (76,116                  | )
|                                                      |  |   |                     |   |   |                          |  
|Total stockholders' equity                            |  |   | 483,424             |   |   | 341,306                  |  
|                                                      |  |   |                     |   |   |                          |  
|                                                      |  |   |                     |   |   |                          |  
|Total liabilities and stockholders' equity            |  | $ | 581,096             |   | $ | 382,550                  |  
|                                                      |  |   |                     |   |   |                          |  

See Notes to the Unaudited
Condensed Consolidated Financial Statements

3

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Inktomi Corporation
Condensed Consolidated Statements of Cash Flows(In thousands)
(Unaudited)

|                                                            |  |              |        
|----------------------------------------------------------- |  | ------------ | -------
|                                                            |  | For the Nine |        
|                                                            |  | Months Ended |        
|                                                            |  | June 30,     |        
|                                                            |  |              |        
|                                                            |  | 2000         |        
|                                                            |  |              |        
|Cash flows from operating activities                        |  |              |        
|Net loss                                                    |  | $            | (897   
|Adjustments to reconcile net loss to net
      cash         |  |              |        
|used in operating
      activities                          |  |              |        
|Depreciation and amortization                               |  |              | 15,189 
|Amortization of deferred compensation                       |  |              | 1,087  
|Changes in assets and liabilities:                          |  |              |        
|Accounts receivable                                         |  |              | (19,874
|Prepaid expenses and other assets                           |  |              | (9,599 
|Accounts payable                                            |  |              | (3,590 
|Accrued liabilities and other                               |  |              | 23,039 
|Deferred revenue                                            |  |              | 42,597 
|                                                            |  |              |        
|Net cash provided by (used in)
      operating activities   |  |              | 47,952 
|                                                            |  |              |        
|Cash flows from investing activities                        |  |              |        
|Purchases of property and equipment                         |  |              | (51,130
|Proceeds from sale of equipment                             |  |              | 3,380  
|Investments in equity securities, net                       |  |              | (65,299
|Purchases of short term investments, net                    |  |              | 66,680 
|                                                            |  |              |        
|Net cash used in investing
      activities                 |  |              | (46,369
|                                                            |  |              |        
|Cash flows from financing activities                        |  |              |        
|Proceeds (payments) on notes payable                        |  |              | (5,586 
|Proceeds on obligations under capital leases,               |  |              |        
|net of payments                                             |  |              | (32    
|Proceeds from notes receivable for stock                    |  |              | 309    
|Proceeds from issuance of Common Stock in                   |  |              |        
|Public Offering, net of issuance costs                      |  |              |       
|Proceeds from exercises of stock options and warrants       |  |              | 40,701 
|                                                            |  |              |        
|Net cash provided by financing
      activities             |  |              | 35,392 
|                                                            |  |              |        
|Effect of exchange rates on cash and cash
      equivalents |  |              | (13    
|                                                            |  |              |        
|Increase in cash and cash equivalents                       |  |              | 36,962 
|Cash and cash equivalents at beginning of
      period      |  |              | 85,047 
|                                                            |  |              |        
|Cash and cash equivalents at end of period                  |  | $            | 122,009
|                                                            |  |              |        
|                                                            |  |              |        
|Supplemental cash flow information                          |  |              |        
|Cash paid for interest                                      |  | $            | 1,798  
|                                                            |  |              |        
|Assets acquired under capital leases                        |  | $            | 3,380  
|                                                            |  |              |        

See Notes to the Unaudited
Condensed Consolidated Financial Statements

4

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INKTOMI CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Unaudited)

NOTE 1.  BASIS OF PRESENTATION

We have prepared the condensed consolidated financial statements included herein
pursuant to the rules and regulations of the Securities and Exchange Commission
("SEC"). Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, the condensed consolidated financial
statements reflect all adjustments that are necessary for the fair presentation
of results for the periods shown. The results of operations for such periods are
not necessarily indicative of the results expected for the full fiscal year or
for any future period. These financial statements should be read in conjunction
with our audited consolidated financial statements and notes thereto included in
our annual report on Form 10-K for the year ended September 30, 1999 filed with
the SEC on December 29, 1999 and our Current Report on Form 8-K dated December 3,
1999.

The accompanying condensed consolidated financial statements include the
accounts of Inktomi Corporation and its wholly owned subsidiaries. All
intercompany accounts and transactions have been eliminated. The financial
statements included herein reflect all normal, recurring adjustments that are,
in the opinion of management, necessary to state fairly the results for the
three-month and nine-month periods ended June 30, 2000. Certain prior period
balances have been reclassified to conform to the current period presentation.

In October 1999, we acquired
WebSpective Software, Inc. ("WebSpective"), a developer of software
solutions for content and application distribution, delivery and management, to
supplement our network products offerings. The acquisition of WebSpective was
accounted for as a pooling of interests. Accordingly, all financial information
included herein has been restated to reflect the combined operations of Inktomi
and WebSpective. We recorded acquisition-related costs of approximately $4.0
million in the nine-month period ending June 30, 2000, primarily for investment
banking fees, accounting, legal and other expenses. WebSpective revenues from
inception through September 30, 1999 were $3.2 million. WebSpective raised $12.4
million through various stock issuances since its inception in March 1997, and
had net losses from inception to September 30, 1999 of $13.5 million.

NOTE 2.  INVESTMENT ACCOUNTED FOR UNDER THE
EQUITY METHOD

At June 30, 2000, we held 4,219,854 shares of Series B Preferred Stock purchased
at $2.84 per share, representing a 31.6% ownership share of AirFlash, Inc. ("AirFlash"),
a global application service provider for the delivery of mobile content and
commerce services. The investment is carried at cost in the Condensed
Consolidated Balance Sheet under investments in equity securities. As we do not
have a financial controlling interest in AirFlash, the investment has been
accounted for under the equity method, which requires that a proportionate share
of their net income or net loss, based on our percentage of ownership, be reflected in
our consolidated financial statements.

5

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NOTE 3.  CALCULATION OF NET INCOME (LOSS) PER
SHARE

Shares used in computing basic and diluted net income (loss) per share are based
on the weighted average shares outstanding in each period. Basic net income
(loss) per share is calculated by dividing net income (loss) by the average
number of outstanding shares during the period. Diluted net income (loss) per
share is calculated by adjusting the average number of outstanding shares
assuming conversion of all potentially dilutive stock options and warrants under
the treasury stock method. For the three-month period ended June 30, 1999, and
the nine-month periods ended June 30, 2000 and 1999, potentially dilutive stock
options and warrants were excluded from the calculation of diluted net loss per
share as their effect would be anti-dilutive.

|(In thousands, except per share amounts)   |  | For the
      Three-Months Ended |         | For the
      Nine-Months Ended |  
|------------------------------------------ |  | -------------------------------- | ------- | ------------------------------- | -
|(Unaudited)                                |  | June 30,                         |         | June 30,                        |  
|                                           |  |                                  |         |                                 |  
|                                           |  |                                  |         |                                 |  
|                                           |  | 2000                             |         | 1999                            |  
|                                           |  |                                  |         |                                 |  
|Net income (loss)                          |  | $                                | 4,507   |                                 | $
|                                           |  |                                  |         |                                 |  
|                                           |  |                                  |         |                                 |  
|BASIC EPS:                                 |  |                                  |         |                                 |  
|Shares used in calculating basic           |  |                                  |         |                                 |  
|net income (loss) per share                |  |                                  | 110,886 |                                 |  
|                                           |  |                                  |         |                                 |  
|                                           |  |                                  |         |                                 |  
|Basic net income (loss) per share          |  | $                                | 0.04    |                                 | $
|                                           |  |                                  |         |                                 |  
|                                           |  |                                  |         |                                 |  
|DILUTED EPS:                               |  |                                  |         |                                 |  
|Weighted average Common Stock outstanding  |  |                                  | 110,886 |                                 |  
|Weighted average stock options outstanding |  |                                  | 10,088  |                                 |  
|Weighted average warrants outstanding      |  |                                  | 2,066   |                                 |  
|                                           |  |                                  |         |                                 |  
|Shares used in calculating diluted         |  |                                  |         |                                 |  
|net income (loss) per share                |  |                                  | 123,040 |                                 |  
|                                           |  |                                  |         |                                 |  
|                                           |  |                                  |         |                                 |  
|Diluted net income (loss) per share        |  | $                                | 0.04    |                                 | $
|                                           |  |                                  |         |                                 |  

NOTE 4.  COMPREHENSIVE NET INCOME (LOSS)

Comprehensive income includes foreign currency
translation gains and losses and unrealized gains and losses on equity
securities that have been previously excluded from net income and reflected
instead in stockholders' equity. The components of comprehensive income are as
follows:

|(In thousands)                  |  | For
      the Three-Months Ended |         |   | For
      the Nine-Months Ended |       
|------------------------------- |  | -------------------------------- | ------- | - | ------------------------------- | ------
|(Unaudited)                     |  | June
      30,                   |         |   | June
      30,                  |       
|                                |  |                                  |         |   |                                
|                                |  |                                  | 2000    |   | 1999                            |       
|                                |  |                                  |         |   |                                 |       
|                                |  |                                  |         |   |                                 |       
|Net income (loss)               |  | $                                | 4,507   |   | $                               | (8,830
|Unrealized gain (loss) on       |  |                                  |         |   |                                 |       
|available-for-sale securities   |  |                                  | (21,324 | ) |                                 | 985   
|Foreign currency translation    |  |                                  |         |   |                                 |       
|gain (loss)                     |  |                                  | 229     |   |                                 | (155  
|                                |  |                                  |         |   |                                 |       
|                                |  |                                  |         |   |                                 |       
|Comprehensive net income (loss) |  | $                                | (16,588 | ) | $                               | (8,000
|                                |  |                                  |         |   |                                 |       
|                                |  |                                  |         |   |                                 |       

6

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NOTE 5.  SEGMENT INFORMATION

Effective September 30, 1999,
the Company adopted Statement of Financial Accounting Standards ("SFAS") No.
131,Disclosures about Segments of an
Enterprise and Related Information. SFAS
No. 131 established standards for reporting information about operating segments
in annual financial statements and requires selected information about operating
segments in interim financial reports issued to stockholders. It also
established standards for related disclosures about products and services, and
geographic areas. Operating segments are defined as components of an enterprise
about which separate financial information is available that is evaluated
regularly by the chief operating decision maker, or decision making group, in
deciding how to allocate resources and in assessing performance. Our chief
operating decision-maker is our Chief Executive Officer.

We have two
reportable operating segments: network products and portal services. Network
products consists of Inktomi Traffic Server, Content Delivery Suite and
associated applications. Portal services consists of the Inktomi Search Engine
and the Inktomi Commerce Engine. Our reportable segments are organized primarily
by technology. Each of these segments is managed separately because they offer
and distribute distinct technologies and services with different methods of
delivery and customer bases.

We evaluate
performance and allocate resources to our operating segments based on a variety
of factors, including revenues, operating profit, market potential, customer
commitments and strategic direction. Acquisition-related costs are not included
in management's evaluation of performance by the operating divisions, as they
are primarily organizational in nature. The accounting policies of the
reportable segments are the same as those described in the summary of
significant accounting policies in our Form 10-K for the year ended September
30, 1999, as filed on December 29, 1999. We do not track assets by operating
segments.

Financial information about segments (in
thousands):

|(Unaudited)   |  | For
      the Three-Months Ended |        | For the
      Three-Months Ended |  
|------------- |  | -------------------------------- | ------ | -------------------------------- | -
|              |  | June 30, 2000                    |        | June
      30, 1999              |  
|              |  |                                  |        |                                  |  
|              |  |                                  |        |                                  |  
|              |  | Network                          |        | Portal                           |  
|              |  | Products                         |        | Services                         |  
|              |  |                                  |        |                                  |  
|              |  |                                  |        |                                  |  
|Revenues      |  | $                                | 43,100 |                                  | $
|Operating     |  |                                  |        |                                  |  
|income (loss) |  | $                                | 8,339  |                                  | $

One customer
exceeded 10% of network products revenues, and two other customers each exceeded
10% of network products revenues in the quarters ended June 30, 2000 and 1999,
respectively. One customer exceeded 10% of portal services revenues, and three
customers, including the aforementioned, each exceeded 10% of portal services
revenues in the quarters ended June 30, 2000 and 1999, respectively.

|(Unaudited)   |  | For the
      Nine-Months Ended |        | For
      the Nine-Months Ended |  
|------------- |  | ------------------------------- | ------ | ------------------------------- | -
|              |  | June 30, 2000                   |        | June
      30, 1999             |  
|              |  |                                 |        |                                 |  
|              |  |                                 |        |                                 |  
|              |  | Network                         |        | Portal                          |  
|              |  | Products                        |        | Services                        |  
|              |  |                                 |        |                                 |  
|Revenues      |  | $                               | 96,029 |                                 | $
|Operating     |  |                                 |        |                                 |  
|income (loss) |  | $                               | 12,085 |                                 | $
|              |  |                                 |        |                                 |  

Two customers each
exceeded 10% of network products revenues, and two other customers each exceeded
10% of network products revenues in the nine-month periods ended June 30, 2000
and 1999, respectively. One customer exceeded 10% of portal services revenues,
and three other customers each exceeded 10% of portal services revenues in the
nine-month periods ended June 30, 2000 and 1999, respectively.

7

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NOTE 6.   RECENT ACCOUNTING PRONOUNCEMENTS

In March 2000, the
Financial Accounting Standards Board ("FASB") issued FASB Interpretation
("FIN") No. 44,  Accounting for Certain
Transactions Involving Stock Compensation -- an Interpretation of APB Opinion
No. 25.FIN No. 44, effective July 1,
2000, clarifies the application of Accounting Principles Board Opinion
("APB") No. 25 for matters including: the definition of an employee for
purposes of APB No. 25; the criteria for determining whether a plan qualifies as
a non-compensatory plan; the accounting consequence of various modifications to
the terms of a previously fixed stock option or award; and the accounting for an
exchange of stock compensation awards in a business combination. We do not
anticipate the adoption of FIN No. 44 to have a material impact on our financial
position or results of operations.

In December 1999,
the SEC issued Staff Accounting Bulletin ("SAB") No. 101,  Revenue
Recognition in Financial Statements. SAB
No. 101 discusses certain generally accepted accounting principles regarding
revenue recognition in financial statements, including the specification of
certain criteria that should be met before revenue is recognized. These criteria
include: persuasive evidence that an arrangement exists, delivery has occurred
or services have been rendered, the seller's price to the buyer is fixed or
determinable, and collectibility is reasonably assured. In March 2000, the SEC
issued SAB No. 101A,Amendment: Revenue
Recognition in Financial Statements, and
SAB No. 101B,Second Amendment: Revenue
Recognition in Financial Statements, to
defer for the effective date of implementation of  SAB No. 101 until no later
than the fourth fiscal quarter of fiscal years beginning after December 15,
1999, with earlier application encouraged. We adopted  SAB No. 101, as amended,
in the quarter ending June 30, 2000. The adoption of  SAB No. 101, as amended,
has not had a material effect on our financial position or results of
operations.

In November 1999,
the SEC issued SAB No. 100,Restructuring
and Impairment Charges. SAB No. 100
discusses the accounting for and disclosure of certain expenses commonly
reported in connection with exit activities and business combinations. We
adopted SAB No. 100 in the quarter ending June 30, 2000. The adoption of SAB No.
100 has not had a material effect on our financial position or results of
operations.

In November 1999,
the FASB's Emerging Issues Tax Force ("EITF") commenced discussions on
EITF No. 99-17, Accounting for Advertising
Barter Transactions. The EITF provides
guidance on the recognition of Internet barter advertising revenues and expenses
under various circumstances. The EITF reached a conclusion in January 2000 that
revenues and expenses from advertising barter transactions should be recognized
at the fair value of the advertising surrendered or received only when an entity
has a historical practice of receiving or paying cash for similar advertising
transactions. The adoption of EITF No. 99-17 has not had a material impact on
our financial position or results of operations as we record no barter revenues.

In June 1998, the
FASB issued SFAS No. 133,Accounting for
Derivative Instruments and Hedging Activities.
In June 1999, the FASB issued SFAS No. 137,Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133 - an Amendment of FASB Statement 133.
SFAS No. 133, is effective for fiscal years
beginning after June 15, 2000 and requires that all derivative instruments be
recorded on the balance sheet at fair value. Changes in the fair value of
derivatives are recorded each period in current earnings or other comprehensive
income, depending on whether a derivative is designated as part of a hedge
transaction and the type of hedge transaction. The ineffective portion of all
hedges will be recognized in earnings. We have not held any derivative
instruments or participated in any hedging activities to date.

NOTE 7.  STOCK SPLITS

On December 3,
1999, we announced a two-for-one stock split (in the form of a 100% stock
dividend) of our Common Stock. Stockholders of record on December 14, 1999 were
issued a certificate on December 30, 1999 representing one additional share of
Common Stock for each share of Common Stock held on December 14, 1999.

8

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On December 29,
1998, we announced a two-for-one stock split (in the form of a 100% stock
dividend) of our Common Stock. Stockholders of record on January 12, 1999 were
issued a certificate on January 27, 1999 representing one additional share of
Common Stock for each share of Common Stock held on January 12, 1999.

Historical weighted
average shares outstanding and loss per share amounts have been restated to
reflect all stock splits and pooling of interests with acquired companies.

NOTE 8.  SUBSEQUENT EVENTS

In July 2000, we acquired 100%
of all outstanding stock and assumed all stock options of Ultraseek Corporation
("Ultraseek"), a subsidiary of GO.com, the Internet business of The
Walt Disney Company, in exchange for $3.5 million in cash and 2,512,880 shares
of Common Stock.  Ultraseek will operate under the Inktomi name with all
employees of Ultraseek  joining Inktomi.  As a result of the acquisition, we
will record acquisition related expenses, including accounting, legal and other expenses and goodwill amortization beginning in the
quarter ended September 30, 2000.  We will account for the transaction
under the purchase method of accounting and are currently assessing the
allocation of our purchase price.

At a Special
Meeting of Stockholders held July 26, 2000, our stockholders
approved an amendment to the Certificate of Incorporation of the Company
increasing the authorized number of shares of Common Stock from 300,000,000
shares to 1,500,000,000 shares. The amendment was filed with the Delaware
Secretary of State on August 10, 2000. The amendment to the Certificate of
Incorporation enables the Board of Directors to issue or reserve for issuance up
to 1,500,000 shares of Common Stock without further action or authorization by
the stockholders, except as required by applicable law or the rules of any stock
exchange or national securities association trading system on which the Common
Stock is then listed or quoted.

On June 30, 2000,  our Board of Directors adopted a Shareholders' Rights Plan. Under the plan, we
will issue a dividend of one right for each share of our Common Stock held by
stockholders of record as of the close of business on August 21, 2000. The plan
is designed to assure stockholders fair value in the event of a future
unsolicited business combination or similar transaction involving Inktomi. Each
right will initially entitle stockholders to purchase a fractional share of our
Preferred Stock for $1,000.00. The rights are not immediately exercisable and
will become exercisable only upon the occurrence of certain events. Upon certain
other events, unless redeemed for $0.001 per right, the rights will become
exercisable by holders, other than rights held by an unsolicited third party
acquirer, for shares of Inktomi or of the third party acquirer having a
value of twice the right's then-current exercise price.

9

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

Except for
historical information, the discussion in this report contains forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in the forward-looking statements as a result
of a number of factors, including the risks described in the section titled
"Factors Affecting Operating Results" set forth below.

Overview

We were formed in
February 1996 to develop and market scalable software applications designed to
significantly enhance the performance and intelligence of large-scale networks,
particularly the Internet. Our applications fall into two broad categories:
network products and portal services.

Network products
revenues are composed of license, consulting, support and upgrade fees in
connection with Traffic Server, Content Delivery Suite and Media IXT. License
fees are generally based on the number of CPUs running the software and are
generally recognized upon shipment of the software. Consulting, support and
upgrade fees are recognized ratably over the service period as the services are
performed.

Portal services
revenues are composed of revenues generated through our search engine and
commerce engine. We recently combined our directory engine services with our search
engine services into a single service offering this quarter. We generate
revenues from our search engine through a variety of contractual arrangements,
which include general service fees, per-query search fees and search service
hosting fees, all of which are
recognized in the period earned. Our contracts for our commerce engine currently
provide for payments to us consisting of annual infrastructure service fees,
transaction fees from participating online merchants and per-query search fees,
and advertising revenues and general service fees from Internet portals and
other web site customers. To date, revenues from online commerce have consisted
primarily of annual infrastructure service fees and non-recurring engineering
fees. Revenues from transaction fees and referral fees are increasing, but are
not expected to account for a large percentage of total revenues in the near
future. Revenues from online commerce are expected to be modest for the next few
quarters.

The network
products segment generated operating income of $8.3 million and $12.1 million in
the quarter and nine-month period ended June 30, 2000, respectively, excluding
acquisition-related costs. This represents an increase in operating income of
$10.4 million and $22.0 million over the comparable fiscal 1999 periods. The
portal services segment generated operating losses of $6.7 million and $19.4
million in the quarter and nine-month period ended June 30, 2000. This
represents increases in operating losses of $0.2 million and $3.2 million over
the comparable fiscal 1999 periods. For additional segment information, refer to
Note 5,  Segment Information,  included in the notes to the unaudited condensed consolidated financial
statements, as presented earlier in this Form 10-Q.

We have recently
undertaken a broad initiative in the global wireless Internet space. This
initiative encompasses our portal services and network products and is directed
at providing the infrastructure software necessary for wireless network
operators, Internet portals and global enterprises to deliver the
next-generation of mobile data services. To facilitate our entry into the
wireless space, we will need to substantially modify our products and services,
establish and maintain strategic alliances with a variety of companies, and hire
new management, technical, sales and other personnel. We expect to incur
material expenses across all wireless expense categories and expect that
revenues from this initiative will be modest for the next few quarters.

In July 2000, we acquired 100%
of all outstanding stock and assumed all stock options of Ultraseek Corporation
("Ultraseek"), a subsidiary of GO.com, the Internet business of The
Walt Disney Company, in exchange for $3.5 million in cash and 2,512,880 shares
of Common Stock.  Ultraseek will operate under the Inktomi name with all
employees of Ultraseek joining Inktomi.  As a result of the acquisition, we
will record acquisition related expenses, including
accounting, legal and other expenses and goodwill amortization beginning in the
quarter ended September 30, 2000.  We will account for the transaction
under the purchase method of accounting and are currently assessing the
allocation of our purchase price. The acquisition supports our initiative in the
enterprise market enabling us to provide customizable search and navigation
software for corporate intranet and extranet sites.

We have not
achieved profitability on an annual basis, although we generated our second
consecutive quarterly profit in the quarter ended June 30, 2000. We expect to
continue to incur significant sales and marketing, product development and
administrative expenses across all lines of business, and in particular in our
commerce engine business and to support our new wireless initiative. As a
result, we will need to significantly increase revenues over historical levels
to sustain profitability in the future. Although our revenues have grown in
recent quarters, we cannot be sure that this growth will continue at the same
rate.

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RESULTS OF OPERATIONS

REVENUES

Total revenues were
$61.5 million and $144.9 million in the quarter and nine-month period ended June
30, 2000, an increase of $41.2 million or 202% and $98.5 million or 212% over
the comparable periods in fiscal 1999, and a 30% increase over the quarter ended
March 31, 2000. For the quarter and nine-month period ended June 30, 2000, no
customers exceeded 10% of total revenues. For the quarter and nine-month period
ended June 30, 1999, one customer exceeded 10% of total revenues.

Network products
revenues totaled $43.1 million and $96.0 million in the quarter and nine-month
period ended June 30, 2000, an increase of $30.6 million or 244% and $69.1
million or 257% over the comparable periods in fiscal 1999. The increase was
primarily due to increased licenses of Traffic Server and Content Delivery
Suite, particularly to customers in the content delivery, access and backbone
markets. These revenues consist primarily of certain multi-million dollar
contracts and several other smaller contracts generally ranging between $0.1
million and $0.5 million. Up-front license revenue generated from direct
end-user customers accounted for most of total network products revenues. One
customer exceeded 10% of network products revenues and two other customers each
exceeded 10% of network products revenues in the quarter and nine-month periods
ended June 30, 2000, respectively. Two other customers each exceeded 10% of
network products revenues, and two customers, including one of the
aforementioned, each exceeded 10% of network products revenues in the quarter
and nine-month periods ended June 30, 1999, respectively.

Portal services
revenues totaled $18.4 million and $48.9 million in the quarter and nine-month
period ended June 30, 2000, an increase of $10.6 million or 136% and $29.4
million or 151% over the comparable periods in fiscal 1999. Most of the increase
resulted from the addition and launch of new portal services customers,
primarily smaller and mid-tier portals.  Of the total portal services revenues
for the quarter and nine-month period ended June 30, 2000, $14.4 million and
$37.7 million were derived from the Inktomi Search Engine, and $4.0 million and
$11.2 million were derived from the Inktomi Commerce Engine, respectively. One
customer exceeded 10% of portal services revenues in the quarter and nine-month
periods ended June 30, 2000. Three customers, including the aforementioned, each
exceeded 10% of portal services revenues in the quarter and nine-month periods
ended June 30, 1999. During the quarter, one of our
larger search service customers announced its intention to use a competitive
service beginning in July 2000.  The customer represented less than 3% of
our total revenues for the quarter ended June 30, 2000.

During the quarter
and nine-month period ended June 30, 2000, we recognized revenues of
approximately $3.2 million and $21.2 million, respectively, on contracts,
development, and licensing arrangements with customers in which we are equity
shareholders. Prices on these contracts and arrangements were comparable to
those given to other similarly situated customers.

EXPENSES

Operating expenses
include cost of revenues, selling and marketing expenses, research and
development expenses, general and administrative expenses and
acquisition-related expenses. Most of our expenses (other than cost of revenues
and acquisition-related expenses) consist of personnel and related costs across
the functional areas listed above. A significant portion of our operations are
located in the San Francisco Bay Area where competition for personnel and other
resources is intense. As we grow our businesses, we expect our total costs per
employee to increase, which along with increased headcount, will increase our
expenses in absolute dollars.

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We are subject to
employer payroll taxes on gains on certain employee stock options. At June 30,
2000, our stock price closed at $118.25 per share. Had our employees exercised
all of these options on June 30, 2000 at this price, we would have been subject
to payroll taxes on gains realized by our employees of $2.8 million on vested
options and $13.6 million on unvested options. These amounts would be charged to
operations in the period the options are exercised. Should a significant number
of our employees choose to exercise options, or if our stock price increases
significantly, our quarterly results of operations would be adversely affected.

Cost of Revenues

Cost of revenues
consists primarily of expenses related to the operation of our search and
commerce services, primarily depreciation, network and hosting charges, as well
as royalties for our Media IXT application. Cost of revenues was $8.4 million
and $21.1 million in the quarter and nine-month period ended June 30, 2000, a
decrease from 18.2% to 13.6% of cost of revenues as a percentage of revenue, and
a decrease from 18.7% to 14.6% of cost of revenues as a percentage of revenues
over the comparable quarter and nine-month periods in fiscal 1999. The increases
were due primarily to additional depreciation, network and hosting charges
resulting from expansions of our data centers in the US and overseas
during fiscal 2000 and 1999. We expect cost of revenues to increase in absolute
dollars in the next few quarters due primarily to increased royalties for our
Media IXT application and, to a lesser extent, expanded cluster operations
costs.

Sales and Marketing Expenses

Sales and marketing
expenses consist of personnel and related costs for our direct sales force and
marketing staff and marketing programs, including trade shows and advertising.
Sales and marketing expenses were $32.6 million and $82.7 million in the quarter
and nine-month period ended June 30, 2000, an increase of $17.8 million or 120%
and $45.5 million or 122% over the comparable periods of fiscal 1999. This
increase was primarily due to an increase in the number of sales and marketing
personnel,  increased sales commissions and additional marketing programs,
including the initiation of a branding campaign. We
expect that sales and marketing expenses will increase substantially in absolute
dollars over the next few quarters as we establish sales offices in additional
domestic and international locations, hire additional sales and marketing
personnel, incur increased sales commissions expenses, and expand our marketing
programs, including our branding campaign.

Research and Development Expenses

Research and
development expenses consist primarily of personnel and related costs for our
development and technical support efforts. Research and development expenses
were $15.1 million and $38.7 million in the quarter and nine-month period ended
June 30, 2000, an increase of $6.9 million or 83% and $17.8 million or 85% over
the comparable periods of fiscal 1999. The increase was primarily due to an
increase in the number of research and development personnel to support
expansion of our search engine and network products businesses, online commerce
development, and increases in quality assurance, technical support and technical
publications personnel.We
believe significant investment in research and development is essential to our
future success and expect that research and development expenses will increase
in absolute dollars in future periods. We have not capitalized any software
development expenses to date.

General and Administrative Expenses

General and
administrative expenses consist primarily of personnel and related costs for
general corporate functions, including finance, accounting, human resources,
facilities and legal. General and administrative expenses totaled $3.7 million
and $9.7 million in the quarter and nine-month period ended June 30, 2000, an
increase of $1.6 million or 79% and $4.0 million or 72% over the comparable
periods of fiscal 1999. This increase was due primarily to an increase in the
number of general and administrative personnel, increased accounting and legal
costs incurred in connection with business activities and purchases related to
our new corporate headquarters in Foster City, California.



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Acquisition-Related Costs

In October 1999, we
acquired WebSpective Software, Inc., a developer of software solutions for
content and application distribution, delivery and management, to supplement our
network products offerings. The acquisition of WebSpective was accounted for as
a pooling of interests. Financial results for historical periods were restated
to reflect the combined operations beginning in the quarter ended December 31,
1999. We recorded acquisition-related costs of approximately $4.0 million in the
quarter ended December 31, 1999, primarily for investment banking fees,
accounting, legal and other expenses.

Other Income, Net

Other income, net includes interest on our cash,
cash equivalents and short-term investments, less expenses related to our debt
and capital lease obligations and losses recorded for the equity method of
accounting for our minority investment in AirFlash, Inc. Other income, net totaled $3.6 million and $11.2
million in the quarter and nine-month period ended June 30, 2000, an increase of
$2.8 million or 359% and $8.8 million or 368% over the comparable periods of
fiscal 1999. Most of this increase was generated from interest income on
proceeds from our August 1999 and November 1998 public offerings and gains on
sales of investments in equity securities of $1.7 million and $3.6 million in
the quarter and nine-month period ended June 30, 2000. These gains were
partially offset by $1.7 million in losses recorded in the quarter and nine
month period end June 30, 2000, representing our proportionate share of losses
related to our minority investment in
AirFlash. The increase was also offset by the write-off of obsolete computer and
networking equipment of nil and $0.6 million, and interest charges of $0.4
million and $1.8 million, in the quarter and nine-month period ended June 30,
2000, respectively.

Provision for Income Taxes

We recorded a
provision for income taxes of $0.8 million for the quarter and nine-month period
ended June 30, 2000. Our effective income tax rate was 15%, however this rate may change during the remainder of 2000 if operating
results or acquisition-related costs differ significantly from current
projections.

Net Income (Loss)

We recorded net
income of $4.5 million and net loss of $0.9 million, or net income of $0.04 per
share and net loss of $0.01 per share, in the quarter and nine-month period
ended June 30, 2000, respectively, compared to net losses of $8.8 million and
$24.8 million, or $0.09 and $0.25 per share, in the comparable periods of fiscal
1999. The results for the nine-month period ended June 30, 2000 include
nonrecurring acquisition-related costs of approximately $4.0 million incurred in
connection with the acquisition of WebSpective in the quarter ended December 31,
1999. Excluding these acquisition-related costs, we generated net income of $3.1
million or $0.03 per share in the nine-month period ended June 30, 2000.

Liquidity and Capital Resources

Cash, cash
equivalents and short-term investments totaled $272.2 million at June 30, 2000,
down from $301.9 million at fiscal year-end September 30, 1999. Most of this
decrease came from the use of cash for investments in equity securities and the
purchase of property and equipment, offset by increased cash collections of
accounts receivable.

Investments in
equity securities totaled $174.4 million at June 30, 2000, up from $8.2 million
at fiscal year-end September 30, 1999. Our investments that have readily
determinable fair values are marked to market with any change from cost or prior
value as an adjustment to stockholders' equity. Other strategic investments in
equity securities are carried at cost. All of our investments in equity
securities are comprised of strategic investments in Internet companies, the
most significant portion being InterNAP Network Services Corporation, in which
we invested $20 million in October 1999. Internet stock values are volatile and
therefore our investments in equity securities balance may fluctuate
significantly in the future.

We generated $48.0
million in cash from operations in the nine-month period ended June 30, 2000.
This compares to $19.4 million used in operations in the comparable period in
fiscal 1999. The increase in cash from operations was primarily due to a
decrease in our net loss from $24.8 million to $0.9 million in the nine-month
periods ended June 30, 1999 and 2000, respectively, increased cash collections
resulting from accounts receivable collection
initiatives, as well as increases in depreciation and amortization and deferred
revenue in the quarter ended June 30, 2000.

13

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We have made
significant investments in property and equipment since inception. These
investments consist largely of computer servers, workstations, networking
equipment and leasehold improvements associated with our corporate headquarters
in Foster City, California. We invested $51.1 million and $17.7 million in the
nine-month periods ended June 30, 2000 and 1999, respectively, primarily to
expand our Internet search engine and commerce engine service capacity, to
launch and support our online commerce business and for leasehold improvements.
Approximately $3.4 million of the property and equipment investments in the
nine-month period ended June 30, 2000 were part of a sale-leaseback transaction
in which we sold furniture and related items to a leasing company and leased the
furniture and related items under a new capitalized lease agreement.

From time to time,
we have used debt and leases to partially finance capital purchases. At June 30,
2000, we had $10.6 million in total loans and capitalized lease obligations
outstanding. The loans are collateralized by our underlying assets, and each
capitalized lease is collateralized by its respective underlying equipment
obtained through the lease agreements. Approximately $4.5 million of our debt at
June 30, 2000 was in the form of bank loans. The bank loans include certain
covenants requiring minimum liquidity, tangible net worth and profitability over
time.

In April 2000, we
entered into a lease commencing November 1, 2001 for approximately 400,000
square feet of office space in two mid-rise office buildings in Foster City,
California. Aggregate payments to be made under the lease are approximately $324
million over the lease term ending October 31, 2016.

On June 30, 2000, we entered
into an agreement to purchase the land and facilities of our corporate
headquarters in Foster City, California, including all improvements related to
this property for an aggregate purchase price of $112 million. Prior to the
closing, the agreement will be assigned to the third party lessor under the
terms of a lease finance structure. This structure will also require the
creation and maintenance of a cash collateral account that will limit the
liquidity of a certain amount of our cash.

In the nine-month
period ended June 30, 2000, we raised $40.7 million from stock option exercises
and employee stock purchase plan purchases.

Our capital
requirements depend on numerous factors, including market acceptance of our
products, the resources we devote to developing, marketing, selling and
supporting our products, the timing and extent of establishing international
operations, the extent and timing of investments, acquisition costs, and other
factors. We expect to devote substantial capital resources to hire and expand
our sales, support, marketing and product development organizations, to expand
marketing programs, to establish additional facilities worldwide and for other
general corporate activities.

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Factors Affecting Operating Results

Interested persons
should carefully consider the risks described below in evaluating Inktomi.
Additional risks and uncertainties not presently known to us or that we
currently consider immaterial may also impair our business operations. If any of
the following risks actually occur, our business, financial condition or results
of operations could be materially adversely affected. In that case, the trading
price of our Common Stock could decline.

Our business substantially depends upon the
success of our Traffic Server product and Content Delivery Suite.

Our future growth
substantially depends on the commercial success of our Traffic Server network
cache product and our Content Delivery Suite. We are targeting several market
segments for these products, including telecommunications and backbone carriers,
Internet access networks, Internet hosting providers, OEM customers, large
enterprise customers and content delivery networks. Our ability to generate
substantial and sustained revenues from these products is dependent upon
achieving sales penetration in each of these market segments and significantly
increasing the number of new and repeat customer transactions, especially within
the enterprise market. The market for large-scale network caching and content
delivery is in its early stages, and we are not sure our target customers will
widely adopt and deploy these technologies throughout their networks. Even if
they do so, they may not choose our network products, because they do not
include the features they require, they wish to outsource content delivery
services to a third party vendor rather than directly implement caching in their
networks, or for technical, cost, support or other reasons.

Our business would be harmed if customers
choose not to use or promote our search services.

Revenues from our
search services result primarily from the number of end-user searches that are
processed by our search engine. Our agreements with customers do not require
them to direct end-users to our search services or to use our search services
exclusively or at all. Accordingly, revenues from search services are highly
dependent upon the willingness of customers to promote and use the search
services we provide, the ability of our customers to attract end-users to their
online services, the volume of end-user searches that are processed by our
search engine, and the ability of customers to monetize traffic from their web
site search pages. Some of our customers have selected competing search and
directory services to operate in combination with our services, which has
reduced the number of queries available for us to serve and may erode future
revenue growth opportunities. The technological barriers for customers to
implement additional services or to replace our services are not substantial.
The market for Internet search is beginning to mature. In order for us to
continue to increase revenues from our search engine business at historical
rates, we will need to continue to sign up an increasing number of new
customers, develop and deliver new search services, products and features to
existing and future customers, establish deeper strategic relationships with our
customers and broaden our market opportunities.

The online commerce market is rapidly
evolving and our success is dependent on many factors outside of our direct
control.

The online commerce
market is in a rapid state of evolution with a large number of companies
pursuing a wide variety of business approaches to selling goods over the Internet. Many of
these companies are spending substantial funds to develop brand recognition and
large bases of end-user consumers. Our business model is based on supplying commerce platform
services to Internet portals and other web site customers, which in turn make these services available
to their end-users. Many of our customers are new to
online commerce and have limited experience in promoting commerce transactions
through their web sites. The success of our commerce engine will largely depend
on a variety of factors, many of which are outside of our control. These factors
include:

- our ability to establish and maintain strong relationships
    with customers and online merchants;
- increasing end-user traffic and transactions across our
    customers' web sites;
- our ability to assemble a robust and varied database of
    products of interest to end-user consumers;
- the ability and willingness of our customers to promote our
    commerce services on their web sites;
- market conditions affecting the purchase of infrastructure
    software solutions;
- the dollar volume of online purchases made by end-users of
    our customers' web sites; and
- the level of advertising and other revenues generated by
    customers.

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We have made
significant investments in our online commerce business and expect to continue
to do so. These investments have been and will continue to be required in
advance of generating significant revenues, which have consisted primarily of
infrastructure service fees and non-recurring engineering fees to date and are
expected to be modest for the next few quarters. We cannot be sure that our
entry into the online commerce business will be successful.

We launched the
first commercial version of our Internet commerce engine in mid-1999. Our
commerce engine is designed to collect and organize vast amounts of electronic
information from online merchants and publishers of comparative product
information. The commerce engine is also designed to track and confirm purchases
made by end-users of our customers' services and to generate invoices for our
online merchants to support performance-based marketing arrangements among
multiple parties. These are highly complex tasks. Our commerce engine customers
demand a wide variety of complex features and deployment requirements. These
deployments require substantial resources and execution, and we cannot be
certain that we will meet required schedules or successfully develop all
required technologies.

The markets in which we operate are highly
competitive and we may be unable to compete successfully against new entrants
and established companies with greater resources.

We compete in
markets that are new, intensely competitive, highly fragmented and rapidly
changing. We have experienced and expect to continue to experience increased
competition from current and potential competitors in each of our market
segments, many of which are bringing new solutions to market, establishing
technology alliances and OEM relationships with larger companies, and focusing
on specific segments of our target markets. In some cases, our competitors are
implementing aggressive pricing and other strategies that are focused in the
short term on building customer bases, name recognition in the market and
capturing market share. This may cause some price pressure on our products and
services in the future.

We directly compete against several companies in
the network cache and content delivery market, including Akamai, CacheFlow,
Cisco Systems, InfoLibria, Microsoft, Netscape, Network Appliance, Novell and
Spyglass. We are aware of numerous other major software developers as
well as smaller entrepreneurial companies that are focusing significant
resources on developing and marketing products and services that will compete
with our network products. We also believe that we may face competition from
other providers of competing solutions to network infrastructure problems, including
networking hardware and software manufacturers, traditional hardware
manufacturers, telecommunications providers, cable TV/communications providers,
software database companies, and large diversified software and technology
companies. Many of these companies provide or have announced their intentions to
provide a range of software and hardware products based on Internet protocols
and to compete in the broad Internet/intranet software market as well as in
specific market segments in which we compete.

We compete with a
number of companies to provide Internet search and directory services and
technology. In the services marketplace, our primary competitors include a
variety of established and newer companies, including AltaVista, Ask Jeeves,
FAST Search and Transfer, Google, Infoseek, LookSmart, Netscape Open Directory
and Northern Light. These companies and other competitors have focused on search
result relevance, database size metrics and ease of use to differentiate their
services. In the software market, our primary competitors include Alta Vista,
Autonomy, Dataware, Excalibur, Fulcrum, Lotus and Microsoft. We also indirectly
compete in this market with Oracle and other database vendors that offer
information search and retrieval capabilities with their core database products,
and Web platform companies such as Netscape. In addition, several large media
and other Internet-based companies have recently made investments in, or
acquired, Internet search engine companies and may seek to develop or customize
their products and services to deliver to our target customers.

16

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The market for our
commerce engine application is rapidly evolving and intensely competitive. Our
current and potential competitors include other providers of commerce
technologies and services including Frictionless Commerce and InfoSpace,
commerce destination sites including Deal Time and mySimon; third party merchant
aggregators including Affinia; commerce wallet providers including Brodia and
Gator; affiliate services including BeFree and Linkshare; and Internet portals
and other captive marketplace web sites, including Amazon.com, America Online,
Excite@Home and Yahoo!. We believe the principal factors that will draw
end-users to an online commerce application include brand availability,
selection, personalized services, convenience, price, accessibility, customer
service, quality of search tools, quality of content, and reliability and speed
of fulfillment for products ordered. Because we serve primarily as a technology
and infrastructure provider, many of these factors are determined by our
customers and partners, and we have little or no control over them.

Our competitors may
be able to respond more quickly to new or emerging technologies and changes in
customer requirements than we can. In addition, our current and potential
competitors may bundle their products with other software or hardware, including
operating systems and browsers, in a manner that may discourage users from
purchasing products offered by us. Also, current and potential competitors have
or may have greater name recognition, more extensive customer bases and access
to proprietary content. Increased competition could result in price reductions,
fewer customer orders, fewer search queries served, fewer online commerce
transactions and traffic, reduced gross margins and loss of market share.

The Internet infrastructure market is
rapidly changing and we must develop, acquire, and introduce new products and
technologies to continue to grow our revenues at historical rates and remain
competitive.

The Internet infrastructure market is characterized by
rapid technological change, frequent new product
introductions, changes in customer requirements and evolving industry standards. The introduction of products
embodying new technologies and the emergence of new industry standards could
render our existing products obsolete. Our future success and revenue growth
will depend upon our ability to develop, acquire and introduce a variety of new
products and product enhancements to address the increasingly sophisticated
needs of our customers. The increasing scope of our business has led us to
allocate additional resources to our current business opportunities and fewer
resources to longer-term projects. We have experienced delays in releasing new
products and product enhancements and may experience similar delays in the
future. Material delays in introducing new products and enhancements may cause
customers to forego purchases of our products or to purchase those of our
competitors.

Our quarterly operating results may
fluctuate significantly, and these fluctuations may cause our stock price to
fall.

We expect that a
significant portion of our future revenues will come from licenses of Traffic
Server and Content Delivery Suite. We further expect that these revenues will
come from licenses to a relatively small number of customers. The volume and
timing of orders are difficult to predict because the markets for Traffic Server
and Content Delivery Suite are in their early stages and the sales cycle varies
substantially from customer to customer. The cancellation or deferral of even a
small number of licenses of Traffic Server or Content Delivery Suite would
reduce our expected revenues, which would adversely affect our quarterly
financial performance. To the extent significant sales occur earlier than
expected, operating results for later quarters may not compare favorably with
operating results from earlier quarters.

Our operating
expenses are largely based on anticipated revenue trends and a high percentage
of our expenses are fixed in the short term. We plan to increase our operating
expenses significantly to support our entry into the wireless Internet market,
enhance and support our online commerce business, expand our sales and marketing
operations, broaden our customer support capabilities, establish new data
centers, develop new distribution channels, and fund greater levels of research
and development. A delay in generating or recognizing revenue for the reasons
already discussed or for any other reason could cause significant variations in
our operating results from quarter to quarter and could result in substantial
operating losses.

17

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Due to these
factors, we believe that quarter-to-quarter comparisons of our operating results
are not a good indication of our future performance. It is likely that in some
future quarter, our operating results may be below the expectations of public
market analysts or investors, and the price of our Common Stock may fall.

Our future revenue growth depends on our ability to
expand our sales, distribution and support organizations.

We will need to
substantially expand our direct and indirect sales operations, both domestically
and internationally, in order to increase market awareness and sales of our
products. Our products and services require sophisticated sales efforts targeted
at several people within our prospective customers' organizations. Competition
for qualified sales personnel is intense, and we might not be able to hire the
kind and number of sales personnel we are targeting.

In addition, our
future revenue growth is dependent upon establishing and maintaining productive
relationships with a variety of distribution partners, including OEMs,
resellers, systems integrators and joint marketing partners. We seek to sign up
distribution partners that have a substantial amount of technical expertise in
the computer network and telecommunications industry. Even with this expertise,
our distribution partners generally require a significant amount of training and
support from us, and we anticipate that it will take several quarters before any
of our distribution partners will develop the expertise and skills necessary to
effectively sell our products. We cannot be sure that we will be successful in
signing up the desired distribution partners or that our distribution partners
will devote adequate resources or have the technical and other sales
capabilities to sell our products.

Similarly, the
complexity of our products and the difficulty of installing them require highly
trained customer service and support personnel. We currently have a relatively
small customer service and support organization and will need to increase our
staff to support new customers, new product lines, the expanding needs of
existing customers and the internationalization of our business. Competition for
customer service and support personnel is intense in our industry due to the
limited number of people available with the necessary technical skills and
understanding of the relevant industries including the Internet,
telecommunications and commerce.

The global wireless Internet space is a new
market and we cannot be certain that our entry into this market will be
successful.

We have recently undertaken a broad initiative in
the global wireless Internet space. The market for new wireless Internet
products and services is in an early stage of development and is rapidly
evolving. We have limited experience in the wireless market and cannot be
certain that the market will develop in such a manner as to provide us with
substantial revenue-generating opportunities. Several companies are developing
products and services targeted to the wireless space, many of whom are ahead of
us in development and implementation. We expect competition to be intense. To
facilitate our entry into the wireless space, we will need to modify our
products and services, establish and manage strategic alliances with a variety
of companies including wireless operators, content providers, hardware
manufacturers and integrated service vendors, and hire new management, technical
sales and other personnel. In this connection, we expect to incur material
expenses across all expense categories for the next several quarters. We cannot
be certain that our entry into the wireless space will be successful.

The loss of a key customer could adversely
affect our revenues and be perceived as a loss of momentum in our business.

We have generated a
substantial portion of our historical revenues from a limited number of
customers. We expect that a small number of customers will continue to account
for a substantial portion of revenues for the foreseeable future. As a result,
if we lose a major customer for any reason, including non-renewal of a customer
contract, or in the case of our search engine business, if there is a decline in
usage of any customer's search service, our revenues would be adversely
affected. Our potential customers and public market analysts or
investors may perceive any such loss as a loss of momentum in our business,
which may adversely affect future opportunities to sell our products and
services and cause our stock price to decline.
We cannot be sure that customers that have accounted for
significant revenues in past periods, individually or as a group, will continue
to generate revenues in any future period.

18

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If we do not meet performance requirements
in our portal services agreements, customers may cancel our service or choose a
different service.

Our search engine
and commerce engine agreements typically include specific performance
requirements, including the features provided, reliability, processing speed,
size of the Internet database maintained, number of merchants and products
within the database, and frequency of updating the database. In addition, we
believe it is important to maintain features and functionality that are not
explicitly covered in our agreements, such as high relevance of search and
product results. The growing volume of search queries processed by our search
engine and the frequency with which we update our portal services to include
additional functionality have placed and continue to place some strain on our
operational capability to meet customer requirements. If we do not meet these
requirements, customers may cancel our service or choose to use a different
service.

Circumstances beyond our control may result
in service interruptions that could cause our business to suffer.

We provide our
portal services from multiple data centers. Circumstances outside of our control
such as fires, earthquakes, power failures, telecommunications failures,
sabotage, unauthorized intrusions into our databases and similar events may
bring down one or more of our data centers. For example, in June 1998, lightning
struck the facility housing our data center in Virginia, interrupting service
from this center. In addition, our data center hosting provider has experienced
network failures from time to time, which has also interrupted our service.
Service interruptions for any reason would reduce our revenues and could result
in contract cancellations.

The legal environment in which we operate
is uncertain and claims against us could cause our business to suffer.

Our products and
services operate in part by making copies of material available on the Internet
and other networks and making this material available to end-users from a
central location. In addition, our portal services technology systems collect
end-user and transaction information, which we use to deliver services to our
customers and merchant partners. This creates the potential for claims to be
made against us (either directly or through contractual indemnification
provisions with customers) for defamation, negligence, copyright or trademark
infringement, personal injury, invasion of privacy or under other legal theories
based on the nature, content, copying, dissemination, collection or use of these
materials. These claims have been threatened against us from time to time and
have been brought, and sometimes successfully pressed, against online service
providers. It is also possible that if any information provided through any of
our portal services or facilitated by our network products contains errors,
third parties could make claims against us for losses incurred in reliance on
this information. Further, there is the potential for product liability claims
to be asserted against us by end-users who purchase goods and services through
our commerce engine. Although we carry general liability insurance, our
insurance may not cover potential claims of this type or be adequate to protect
us from all liability that may be imposed.

19

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Internet-related laws could adversely
affect our business.

Laws and
regulations that apply to communications and commerce over the Internet are
becoming more prevalent. The United States Congress recently enacted Internet
laws regarding children's privacy, copyrights, taxation and the transmission of
sexually explicit material. The European Union recently enacted its own privacy
regulations, and is currently considering copyright legislation that may extend
(or clarify the existence of) the right of reproduction held by copyright
holders to control the right to make temporary copies for any reason, including
caching and other copies made during the transmission process. The law of the
Internet, however, remains largely unsettled, even in areas where there has been
some legislative action. It may take years to determine whether and how existing
laws such as those governing intellectual property, privacy, libel and taxation
apply to the Internet. In addition, the growth and development of the market for
online commerce may prompt calls for more stringent consumer protection laws,
both in the United States and abroad, that may impose additional burdens on
companies conducting business online. The adoption, implementation or
modification of laws and regulations relating to the Internet, or
interpretations of existing law, could adversely affect our business.

Our success depends on our ability to
manage growing and changing operations.

Our ability to
offer products and services and implement our business plan in a rapidly
evolving market successfully requires an effective planning and management
process. We continue to increase the scope of our operations domestically and
internationally and have grown our headcount substantially. This growth has
placed, and our anticipated future operations will continue to place, a
significant strain on our management systems, personnel and other resources. We
will need to continue to improve our financial and managerial controls and
reporting systems and procedures, enhance our internal and external security
systems, and continue to expand, train and manage our work force worldwide.
Furthermore, we expect that we will be required to manage multiple relationships
with various customers, merchants and other third parties. We cannot be certain
that we will be successful in these undertakings.

If we are unable to maintain our
relationships with customers and the companies that supply and distribute our
products, we may have difficulty selling our products and services.

We believe that our
success in penetrating our target markets depends in part on our ability to
develop and maintain strategic relationships with key hardware and software
vendors, Internet technology and service providers, distribution partners and
customers. We believe these relationships are important in order to validate our
technology, facilitate broad market acceptance of our products, enhance our
product and service offering, and expand our sales, marketing and distribution
capabilities. If we are unable to develop these key relationships or maintain
and enhance existing relationships, particularly in the area of streaming audio
and video, we may have difficulty selling our products and services.

We have from time to time licensed components
from others such as reporting functions and security features and incorporated
them into our products and services. If these licensed components are not
maintained, it could impair the functionality of our products and services and
require us to obtain alternative products from other sources or to develop this
software internally. In either case, this could involve costs and delays as well
as diversion of engineering resources.

We may not be able to recruit and retain
the personnel we need to succeed.

We intend to hire a significant number of
additional sales, support, marketing, technical, and research and development
personnel. Competition for these individuals is intense, and we may not be able
to attract or retain the additional highly qualified personnel necessary for our
success. Our future success also depends upon the continued service of our
executive officers and other key sales, marketing and support personnel. None of
our officers or key employees is bound by an employment agreement for any
specific term. Our relationships with these officers and key employees are at
will. We do not have key person life insurance policies covering any of our
employees other than our Chief Executive Officer.

20

---

Any acquisitions that we make could
adversely affect our operations or financial results.

We have purchased
four companies since September 1998 and intend to continue to invest in or
acquire complementary companies, products and technologies in the future. If we
buy a company, we could have difficulty in assimilating that company's personnel
and operations and maintaining acceptable standards, controls, procedures and
policies. In addition, the key personnel of the acquired company may decide not
to work for us. Also, we could have difficulty in integrating the acquired
technology or products into our operations. Three could be potential unknown
liabilities associated with the purchased company. These difficulties could
disrupt our ongoing business, distract our management and employees and increase
our expenses. Furthermore, we may have to incur debt or issue equity securities
to pay for any future acquisitions, the issuance of which could be dilutive to
our stockholders.

Our efforts to increase our presence in
markets outside of the United States may be unsuccessful and could result in
losses.

We market and sell
our products in the United States and internationally. We have offices in
Australia, China, England, France, Germany, Japan and Korea to market and sell
our products in those countries and surrounding regions. We plan to establish
additional facilities in other parts of the world. The expansion of our existing
international operations and entry into additional international markets will
require significant management attention and financial resources. We cannot be
sure that our investments in establishing facilities in other countries will
produce desired levels of revenue. We have limited experience in developing
localized versions of our products and marketing and distributing our products
internationally. In addition, other inherent risks may apply to international
operations, including:

- the impact of recessions in economies outside
    the United States;
- greater difficulty in accounts receivable
    collection and longer collection periods;
- unexpected changes in regulatory requirements;
- difficulties and costs of staffing and
    managing foreign operations;
- potentially adverse tax consequences; and
- political and economic instability.

We also have
limited experience operating in foreign countries and managing multiple offices
with facilities and personnel in disparate locations. We may not be able to
manage our resources effectively, coordinate our efforts, supervise our
personnel or otherwise successfully manage our resources. The laws and cultural
requirements in foreign countries can vary significantly from those in the
United States. The inability to integrate our business in these jurisdictions
and to address cultural differences may adversely affect the success of our
international operations.

21

---

Intellectual property claims against us
could cause our business to suffer.

Substantial
litigation regarding intellectual property rights exists in the software
industry. We expect that software products may be increasingly vulnerable to
third party infringement claims as the number of competitors in our industry
segments grows, the functionality of products in different industry segments
overlaps, and more business method patents are submitted to and issued by patent
authorities. We believe that many companies have filed or intend to file patent
applications covering aspects of their technology that they may claim our
technology infringes. Some of these companies have sent copies of their patents
to us for informational purposes. We cannot be sure that these parties will not
make a claim of infringement against us with respect to our products and
technology. Any claims, with or without merit, could be time consuming to
defend, result in costly litigation, divert management's attention and
resources, and could cause product shipment delays or require us to reengineer
our products or enter into royalty or licensing agreements. Reengineering a
particular product, however, may not be possible or practical. Similarly, these
royalty or licensing agreements, if required, may not be available on acceptable
terms, if at all.

Our stock price is volatile.

The market price of our
common stock has been and may continue to be subject to wide fluctuations. Our
stock price may fluctuate in response to a number of events and factors, such as
quarterly variations in operating results, announcements of technological
innovations or new products and media properties by us or our competitors,
announcements of technological alliances and partnerships, changes in financial
estimates and recommendations by securities analysts, the operating and stock
price performance of other companies that investors may deem comparable, and
news reports relating to trends in our markets. In addition, the stock market in
general, and the market prices for Internet-related companies in particular,
have experienced extreme volatility that often has been unrelated to the
operating performance of such companies. These broad market and industry
fluctuations may adversely affect the price of our stock, regardless of our
operating performance. In the past, companies that have experienced volatility
in the market price of their stock have been the subjects of securities class
action litigation. If we were the subject of securities class action litigation,
it could result in substantial costs and a diversion of management's attention
and resources.

22

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Part II. Other Information

Item 2. Changes in Securities and Use of
Proceeds

At a Special
Meeting of Stockholders held July 26, 2000, our stockholders
approved an amendment to our Amended and Restated Certificate of Incorporation
increasing the authorized number of shares of Common Stock from 300,000,000
shares to 1,500,000,000 shares. The amendment was filed with the Delaware
Secretary of State on August 10, 2000. The amendment to the Certificate of
Incorporation enables the Board of Directors to issue or reserve for issuance up
to 1,500,000,000 shares of Common Stock without further action or authorization by
the stockholders, except as required by applicable law or the rules of any stock
exchange or national securities association trading system on which the Common
Stock is then listed or quoted.

On June 30, 2000, our Board of Directors adopted a Shareholders' Rights Plan. Under the plan, we
will issue a dividend of one right for each share of our Common Stock held by
stockholders of record as of the close of business on August 21, 2000. The plan
is designed to assure stockholders fair value in the event of a future
unsolicited business combination or similar transaction involving Inktomi. Each
right will initially entitle stockholders to purchase a fractional share of our
Preferred Stock for $1,000.00. The rights are not immediately exercisable and
will become exercisable only upon the occurrence of certain events. Upon certain
other events, unless redeemed for $0.001 per right, the rights will become
exercisable by holders, other than rights held by an unsolicited third party
acquirer, for shares of Inktomi or of the third party acquirer having a
value of twice the right's then-current exercise price.

Item 4. Submission of Matters to a Vote of
Stockholders

At a Special Meeting of Stockholders held July 26, 2000, our
stockholders approved an amendment to our Amended and Restated Certificate of Incorporation increasing the authorized
number of shares of Common Stock from 300,000,000 shares to 1,500,000,000 shares. The proposal was adopted by
the margins indicated below. There were 111,134,180 shares of Common Stock
entitled to vote at the meeting and a total of 91,471,086 shares were
represented at the meeting.

| |                 | Number of Shares
| | --------------- | ----------------
| |                 |                 
| | For             | 74,606,115      
| | Against         | 16,805,004      
| | Abstain         | 59,967          
| | Broker Non-Vote | -               
| |                 |                 
| |                 |                 

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

|Exhibit
      Number |                                                                                                   
|-------------------- | --------------------------------------------------------------------------------------------------
|                     |                                                                                                   
|                     |                                                                                                   
|2.1 (2)              | Agreement and Plan of
      Reorganization dated August 31, 1998 by and among Inktomi, IC Merger  
|                     | Corp. and C2B
      Technologies Inc.                                                             
|2.2 (5)              | Agreement and Plan of
      Reorganization by and among Inktomi, IC Acquisition Corp. and Impulse!
|                     | Buy Network, Inc.                                                                                 
|2.3 (7)              | Agreement and Plan of
      Reorganization by and among Inktomi, WS Acquisition Corp. and         
|                     | WebSpective Software, Inc.                                                                        
|2.4 (12)*            | Stock Purchase Agreement dated
      June 7, 2000 by and between Infoseek Corporation and Inktomi.
|3.2 (3)              | Amended and Restated Certificate
      of Incorporation of Inktomi.                               
|3.2a(6)              | Amendment to Amended and Restated Certificate
      of Incorporation of Inktomi.                  
|3.2b(13)             | Amendment to Amended and
      Restated Certificate of Incorporation of Inktomi.                  

23

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|3.4 (3)   | Bylaws of Inktomi.                                                                                           
|--------- | -------------------------------------------------------------------------------------------------------------
|4.1 (3)   | Specimen Common
      Stock Certificate.                                                                     
|10.1 (3)  | Form of
      Indemnification Agreement between Inktomi and each of its directors and
      officers.        
|10.2 (3)  | 1998 Stock Plan and
      form of agreement thereunder.                                                      
|10.3 (3)  | 1998 Employee Stock
      Purchase Plan and form of agreements thereunder.                                   
|10.4 (3)  | 1996 Equity
      Incentive Plan and form of agreement thereunder.                                           
|10.5 (3)  | Fifth Amended and
      Restated Investors' Rights Agreement dated as February 13, 1998 among
      Inktomi  
|          | and certain of its
      security holders named therein.                                                     
|10.6 (3)  | Executive Employment
      Agreement dated as of July 1, 1996 between Inktomi and David                      
|          | Peterschmidt.                                                                                                
|10.7 (10) | Agreement of
      Sublease dated July 1, 1998 by and between Designs, Inc. and Atreve
      Software, Inc.  
|10.8 (11) | First Amended and
      Restated Lease Agreement between Parkside Towers Co-Tenancy and Inktomi.             
|10.9 (11) | Employee Loan
      Agreement dated March 2, 2000 between Kirk D. Bowman and Inktomi.                        
|10.10(14) | Ultraseek Stock
      Option Plan and form of agreement thereunder.                                          
|10.11     | Purchase and Sale
      Agreement dated June 30, 2000 by and between WHFST Real Estate Limited               
|          | Partnership and
      Inktomi.                                                                               
|10.12     | First Amendment to
      Purchase and Sale Agreement dated as of July 14, 2000 by and between                
|          | WHFST Real Estate
      Limited Partnership and Inktomi.                                                     
|10.13(13) | Preferred Stock Rights Agreement dated as of August 10, 2000
between Inktomi and Wells Fargo                 
|          | Shareowners Services.                                                                                        
|10.14     | Reserved for future
      use.                                                                               
|10.15     | Reserved for future
      use.                                                                               
|10.16 (1) | Office Lease dated
      October 9, 1998 between Inktomi and WHFST Real Estate Limited Partnership,          
|          | Delaware limited
      partnership.                                                                          
|10.17 (4) | C2B
      Technologies Inc. (formerly BeyondNews, Inc.) 1997 Stock Plan and form of
      agreement          
|          | thereunder.                                                                                                  
|10.18 (2) | Registration Rights
      Agreement dated September 25, 1998 between Inktomi and former stockholders         
|          | of C2B
      Technologies Inc. (included in Exhibit 2.1).                                                    
|10.19 (4) | 1998 Nonstatutory
      Stock Option Plan and form of agreement thereunder.                                  
|10.20 (5) | Declaration of
      Registration Rights dated April 30, 1999 for the benefit of former
      Impulse! Buy   
|          | Network, Inc.
      stockholders (included in Exhibit 2.2).                                                  
|10.21 (1) | Amended and Restated
      Loan and Security agreement dated as of September 2, 1998 between Inktomi         
|          | and Silicon Valley
      Bank.                                                                               
|10.22 (6) | Amendment dated
      January 28, 1999 to Amended and Restated Loan and Security Agreement dated             
|          | as of September 2,
      1998 between Inktomi and Silicon Valley Bank.                                       
|10.23 (8) | Impulse! Buy
      Network, Inc. 1997 Stock Plan and form of agreement thereunder.                           
|10.24 (9) | WebSpective
      Software, Inc. (formerly Atreve Software, Inc.) 1997 Stock Option Plan and
      form      
|          | agreement thereunder.                                                                                        
|10.25 (7) | Declaration of
      Registration Rights dated October 1, 1999 for the benefit of former
      WebSpective   
|          | Software, Inc.
      stockholders (included in Exhibit 2.3).                                                 
|27.1      | Financial Data
      Schedules.                                                                              
|          |                                                                                                              
|          |                                                                                                              
|          |                                                                                                              
|(1)       | Incorporated by
      reference from Inktomi's Registration Statement on Form S-1 (Reg. No.
      333-66661),
|          | as amended.                                                                                                  
|(2)       | Incorporated by
      reference from Inktomi's Current Report on Form 8-K filed with the
      Commission    
|          | October 9, 1998, as
      amended November 2, 1998.                                                          
|(3)       | Incorporated by
      reference from Inktomi's Registration Statement on Form S-1 (Reg. No.
      333-50247),
|          | as amended.                                                                                                  
|(4)       | Incorporated by
      reference from Inktomi's Registration Statement on Form S-8 (Reg. No.
      333-71037) 
|(5)       | Incorporated by
      reference from Inktomi's Current Report on Form 8-K filed with the
      Commission    
|          | May 13, 1999.                                                                                                
|(6)       | Incorporated by
      reference from Inktomi's Quarterly Report on Form 10-Q filed with the
      Commission 
|          | on May 17, 1999.                                                                                             
|         

24

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|(7)  | Incorporated by reference from
      Inktomi's Current Report on Form 8-K filed with the Commission on                 
|---- | -----------------------------------------------------------------------------------------------------------------------
|     | October 15, 1999, as amended
      November 5, 1999.                                                                   
|(8)  | Incorporated by reference from
      Inktomi's Registration Statement on Form S-8 (Reg. No. 333-                       
|     | 80195).                                                                                                                
|(9)  | Incorporated by reference from
      Inktomi's Registration Statement on Form S-8 (Reg. No. 333-                       
|     | 89581).                                                                                                                
|(10) | Incorporated by reference from
      Inktomi's Quarterly Report on Form 10-Q filed with the Commission                 
|     | on February 14, 2000.                                                                                                  
|(11) | Incorporated by reference from
      Inktomi's Quarterly Report on Form 10-Q filed with the Commission                 
|     | on May 15, 2000.                                                                                                       
|(12) | Incorporated by reference from
      Inktomi's Current Report on Form 8-K filed with the Commission on                 
|     | August 1, 2000.                                                                                                        
|(13) | Incorporated by reference from
      Inktomi's Current Report on Form 8-A filed with the Commission on August 11, 2000.
|(14) | Incorporated by reference from
      Inktomi's Registration Statement on Form S-8 (Reg. No. 333-42102).                
|     |                                                                                                                        
|*    | Treatment has been
      requested for certain portions omitted from this Exhibit pursuant to                          
|     | Rule 24b-2 under the Securities
      Exchange Act of 1934, as amended. Confidential portions of this                  
|     | Exhibit have been separately
      filed with the Securities and Exchange Commission.                                  
|     |                                                                                                                        
|     |                                                                                                                        

Signature

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 undersigned, thereunto
duly authorized.

|                      |     |                                                                
|--------------------- | --- | ---------------------------------------------------------------
|                      |     | Inktomi Corporation                                            
|                      |     |                                                                
|Date: August 14, 2000 | By: | /s/ Jerry M. Kennelly                                          
|                      |     | _____________________________________                          
|                      |     |                                                                
|                      |     | Jerry M. Kennelly,                                             
|                      |     | Executive Vice President and Chief
      Financial Officer     
|                      |     | (duly authorized officer and
      principal financial officer)
|                      |     |                                                                
|                      |     |                                                                

25

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INDEX TO EXHIBITS

|(a)       |  | Exhibits                                                                                                         
|--------- |  | -----------------------------------------------------------------------------------------------------------------
|          |  |                                                                                                                  
|Exhibit   |  |                                                                                                                  
|Number    |  |                                                                                                                  
|          |  |                                                                                                                  
|          |  |                                                                                                                  
|2.1 (2)   |  | Agreement and Plan of
      Reorganization dated August 31, 1998 by and among Inktomi, IC Merger                 
|          |  | Corp. and C2B
      Technologies Inc.                                                                            
|2.2 (5)   |  | Agreement and Plan of
      Reorganization by and among Inktomi, IC Acquisition Corp. and Impulse!               
|          |  | Buy Network, Inc.                                                                                                
|2.3 (7)   |  | Agreement and Plan of
      Reorganization by and among Inktomi, WS Acquisition Corp. and                        
|          |  | WebSpective Software, Inc.                                                                                       
|2.4 (12)* |  | Stock Purchase Agreement dated
      June 7, 2000 by and between Infoseek Corporation and Inktomi.               
|3.2 (3)   |  | Amended and Restated Certificate
      of Incorporation of Inktomi.                                              
|3.2a(6)   |  | Amendment to Amended and Restated Certificate
      of Incorporation of Inktomi.                                 
|3.2b(13)  |  | Amendment to Amended and
      Restated Certificate of Incorporation of Inktomi.                                 
|3.4 (3)   |  | Bylaws of Inktomi.                                                                                               
|4.1 (3)   |  | Specimen Common Stock
      Certificate.                                                                         
|10.1 (3)  |  | Form of Indemnification
      Agreement between Inktomi and each of its directors and officers.                  
|10.2 (3)  |  | 1998 Stock Plan and form of
      agreement thereunder.                                                          
|10.3 (3)  |  | 1998 Employee Stock Purchase
      Plan and form of agreements thereunder.                                       
|10.4 (3)  |  | 1996 Equity Incentive Plan and
      form of agreement thereunder.                                               
|10.5 (3)  |  | Fifth Amended and Restated
      Investors' Rights Agreement dated as February 13, 1998 among Inktomi            
|          |  | and certain of its security
      holders named therein.                                                         
|10.6 (3)  |  | Executive Employment Agreement
      dated as of July 1, 1996 between Inktomi and David C.                       
|          |  | Peterschmidt.                                                                                                    
|10.7 (10) |  | Agreement of Sublease dated July
      1, 1998 by and between Designs, Inc. and Atreve Software, Inc.            
|10.8 (11) |  | First Amended and Restated Lease
      Agreement between Parkside Towers Co-Tenancy and Inktomi.                 
|10.9(11)  |  | Employee Loan Agreement dated
      March 2, 2000 between Kirk D. Bowman and Inktomi.                            
|10.10(14) |  | Ultraseek Stock Option Plan and
      form of agreement thereunder.                                              
|10.11     |  | Purchase and Sale Agreement
      dated June 30, 2000 by and between WHFST Real Estate Limited                   
|          |  | Partnership and Inktomi.                                                                                         
|10.12     |  | First Amendment to Purchase and
      Sale Agreement dated as of July 14, 2000 by and between                    
|          |  | WHFST Real Estate Limited
      Partnership and Inktomi.                                                         
|10.13(13) |  | Preferred Stock Right Agreement dated as of August 10, 2000 between
Inktomi and Wells Fargo Shareowners Services.
|10.14     |  | Reserved for future use.                                                                                         
|10.15     |  | Reserved for future use.                                                                                         
|10.16 (1) |  | Office Lease dated October 9,
      1998 between Inktomi and WHFST Real Estate Limited Partnership, a            
|          |  | Delaware limited partnership.                                                                                    
|10.17 (4) |  | C2B
      Technologies Inc. (formerly BeyondNews, Inc.) 1997 Stock Plan and form of
      agreement              
|          |  | thereunder.                                                                                                      
|10.18 (2) |  | Registration Rights Agreement
      dated September 25, 1998 between Inktomi and former stockholders             
|          |  | of C2B
      Technologies Inc. (included in Exhibit 2.1).                                                        
|10.19 (4) |  | 1998 Nonstatutory Stock Option
      Plan and form of agreement thereunder.                                      
|10.20 (5) |  | Declaration of Registration
      Rights dated April 30, 1999 for the benefit of former Impulse! Buy             
|          |  | Network, Inc. stockholders
      (included in Exhibit 2.2).                                                      
|10.21 (1) |  | Amended and Restated Loan and
      Security agreement dated as of September 2, 1998 between Inktomi             
|          |  | and Silicon Valley Bank.                                                                                         
|10.22 (6) |  | Amendment dated January 28, 1999
      to Amended and Restated Loan and Security Agreement dated                 
|          |  | as of September 2, 1998 between
      Inktomi and Silicon Valley Bank.                                           
|10.23 (8) |  | Impulse! Buy Network, Inc. 1997
      Stock Plan and form of agreement thereunder.                               
|10.24 (9) |  | WebSpective Software, Inc.
      (formerly Atreve Software, Inc.) 1997 Stock Option Plan and form of             
|          |  | agreement thereunder.                                                                                            
|10.25 (7) |  | Declaration of Registration
      Rights dated October 1, 1999 for the benefit of former WebSpective             
|          |  | Software, Inc. stockholders
      (included in Exhibit 2.3).                                                     
|          |  |                                                                                                                  

26

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|27.1 |  | Financial Data Schedules.                                                                                              
|---- |  | -----------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                        
|     |  |                                                                                                                        
|     | 
|     |  |                                                                                                                        
|(1)  |  | Incorporated by reference from
      Inktomi's Registration Statement on Form S-1 (Reg. No. 333-66661),                
|     |  | as amended.                                                                                                            
|(2)  |  | Incorporated by reference from
      Inktomi's Current Report on Form 8-K filed with the Commission on                 
|     |  | October 9, 1998, as amended
      November 2, 1998.                                                                    
|(3)  |  | Incorporated by reference from
      Inktomi's Registration Statement on Form S-1 (Reg. No. 333-50247),                
|     |  | as amended.                                                                                                            
|(4)  |  | Incorporated by reference from
      Inktomi's Registration Statement on Form S-8 (Reg. No. 333-71037).                
|(5)  |  | Incorporated by reference from
      Inktomi's Current Report on Form 8-K filed with the Commission on                 
|     |  | May 13, 1999.                                                                                                          
|(6)  |  | Incorporated by reference from
      Inktomi's Quarterly Report on Form 10-Q filed with the Commission                 
|     |  | on May 17, 1999.                                                                                                       
|(7)  |  | Incorporated by reference from
      Inktomi's Current Report on Form 8-K filed with the Commission on                 
|     |  | October 15, 1999, as amended
      November 5, 1999.                                                                   
|(8)  |  | Incorporated by reference from
      Inktomi's Registration Statement on Form S-8 (Reg. No. 333-                       
|     |  | 80195).                                                                                                                
|(9)  |  | Incorporated by reference from
      Inktomi's Registration Statement on Form S-8 (Reg. No. 333-                       
|     |  | 89581).                                                                                                                
|(10) |  | Incorporated by reference from
      Inktomi's Quarterly Report on Form 10-Q filed with the Commission                 
|     |  | on February 14, 2000.                                                                                                  
|(11) |  | Incorporated by reference from
      Inktomi's Quarterly Report on Form 10-Q filed with the Commission                 
|     |  | on May 15, 2000.                                                                                                       
|(12) |  | Incorporated by reference from
      Inktomi's Current Report on Form 8-K filed with the Commission on                 
|     |  | August 1, 2000.                                                                                                        
|(13) |  | Incorporated by reference from
      Inktomi's Current Report on Form 8-A filed with the Commission on August 11, 2000.
|(14) |  | Incorporated by reference from
      Inktomi's Registration Statement on Form S-8 (Reg. No. 333-42102).                
|     |  |                                                                                                                        
|*    |  | Treatment has been
      requested for certain portions omitted from this Exhibit pursuant to                          
|     |  | Rule 24b-2 under the Securities
      Exchange Act of 1934, as amended. Confidential portions of this                  
|     |  | Exhibit have been separately
      filed with the Securities and Exchange Commission.                                  

27

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