**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549**

---

**FORM 10-K**

---

(MARK ONE)

**[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended January 31, 2000**

**OR**

**[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934**

**FOR THE TRANSITION PERIOD FROM ___________ TO  _____________**

**Commission file number 000-28105**

**GetThere.com, Inc.**
(Exact name of Registrant as Specified in its Charter)



|**Delaware**                                                   | **94-3353973**                         
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

**4045 Campbell AvenueMenlo Park, California     94025**(Address of Principal Executive Offices including Zip Code)

**(650) 752-1500**(Registrant's Telephone Number, Including Area Code)

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

Securities registered pursuant to Section 12(g) of the Act:

**COMMON STOCK, $0.0001 PAR VALUE**(Title of Class)

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
[X]       No  [     ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.4054 of this chapter) is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [   ]

The aggregate market value of the voting stock
held by non-affiliates of the registrants, based upon the closing price of the
Common Stock on April 12, 2000, as reported on NASDAQ National Market was
approximately $390,006,623.  Shares of Common Stock held by each executive officer
and director and by each person who owns 5% or more of the outstanding Common
Stock have been excluded in that such persons may be deemed to be affiliates.
This determination of affiliates status is not necessarily a conclusive
determination for other purposes.

The number of shares of the Registrant's Common Stock outstanding on
April 12, 2000 was 32,842,663.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required by Part III is incorporated by reference from GetThere.com's definitive Proxy
Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for
GetThere.com's fiscal 2000 Annual Meeting of Stockholders (the "Proxy Statement").

Certain Exhibits and appendices filed with the Registration Statement on Form S-1 (File No. 333-87161), as
amended, are incorporated by reference into Part IV of this Form 10-K where indicated.







**GetThere.com, Inc.
                        2000 ANNUAL REPORT ON FORM 10-K
                               TABLE OF CONTENTS**

**PART I**

Item 1.   Business

Item 2.   Properties

Item 3.   Legal Proceedings

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

Item 4A:  Executive Officers of the Registrant

**PART II**

Item 5.   Market for the Registrant's Common Equity and Related Stockholder Matters

Item 6.   Selected Consolidated Financial Data

Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations

Item 7A.      Quantitative and Qualitative Disclosures About Market Risks

Item 8.   Consolidated Financial Statements and Supplementary Data

Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

**PART III**

Item 10.  Directors and Executive Officers of the Registrant

Item 11.  Executive Compensation

Item 12.  Security Ownership of Certain Beneficial Owners and Management

Item 13.  Certain  Relationships and Related Transactions

**PART IV**

Item 14.  Exhibits, Consolidated Financial Statement Schedules and Reports on Form 8-K

**Signatures**

---

**GetThere.com, Inc.**Forward-Looking Statements

In addition to historical information, the information in this Annual
Report contains forward-looking statements. Words such as "may",
"will", "should", "estimate", "predict",
"potential", "continue", "strategy",
"believe", "anticipate", "plan",
"expect",  "intend" and similar expressions are intended to
identify forward-looking statements.  These statements are based upon current
expectations that involve risks and uncertainties, and our actual results and
the timing of certain events may differ significantly from the results discussed
in forward-looking statements.  Factors that might cause such a difference
include, but are not limited to, those discussed in Item 1, including the
section "Risk Factors", and in Item 7, below, "Management's
Discussion and Analysis of Financial Condition and Results of Operation".
Readers should not place undue reliance on these forward-looking statements, and
we undertake no obligation to revise or publicly release the results of any
revision to these forward-looking statements.  Readers are urged to also review
the risk factors contained in other documents filed with the Securities and
Exchange Commission ("SEC") from time to time, including our Quarterly
Reports on Form 10-Q to be filed in fiscal year 2001.

PART I

Item 1.  Business

GetThere.com (or "GetThere") is a leading provider of Internet-based
business-to-business travel procurement and supply solutions.  Our primary
customers include Fortune 500 Businesses such as Boeing, Kodak and Hewlett-
Packard, and many of the largest airlines such as United Air Lines, Northwest
Airlines and America West Airlines.  The GetThere Exchange, which is our fully
hosted transaction processing service, allows corporations to research, reserve
and ticket the lowest available airfares, hotel rates and rental car rates from
a web-based browser; enforce compliance with corporate policies; and reduce fees
paid to travel agencies.  The GetThere Exchange allow airlines to establish
online direct sales and marketing to consumers, sell distressed inventory,
automate redemption of frequent flier miles over the internet and reduce overall
processing costs.  We also provide access to the GetThere Exchange to electronic
commerce and content providers that enable them to sell travel products and
services over the Internet.  We derive our revenues primarily from transaction
fees, which we charge to corporations, airlines and electronic commerce
providers each time an airline ticket is purchased or a travel reservation is
made on our Exchange.

Our objective is to be the leading provider of Internet-based travel
procurement services in the business-to-business e-commerce market, then expand
our hosted services to corporations and travel suppliers into other indirect
goods and services.  Our strategy to achieve this objective is to expand our
customer base both domestically and internationally, demonstrate to our
customers the significant efficiencies and cost savings that they achieve using
our services, deliver world-class support and system availability, then expand
our service offerings into areas that we can provide substantial efficiencies
and cost savings.

Industry Background

Growth of Electronic Commerce

The Internet is dramatically changing the way businesses communicate, share
information and conduct commerce.  Forrester Research estimates that the
business-to-business electronic commerce market in the United States will grow
from $43.0 billion in 1998 to $1.3 trillion in 2003.  Internet-based services
enable companies to increase revenues, lower costs and improve profitability by
enabling one-to-one marketing, increasing customer acquisition opportunities,
and streamlining business processes, such as the internal procurement and supply
of indirect goods and services.

Procurement and Supply of Indirect Goods and Services

Indirect goods and services include travel, entertainment, information
technology, telecommunications equipment, professional services and office
supplies and equipment.  Killen & Associates, a research firm, estimates
that indirect goods and services expenditures are the largest segment of
corporate expenditures, representing approximately 33% of a typical company's
total revenues.



We believe the process of procuring and supplying indirect goods and services
is plagued by numerous inefficiencies, including:



- multiple layers of intermediaries, such as agents and distributors, which
lead to higher costs and indirect communication between businesses and
suppliers;

- the inability to monitor compliance with corporate procurement policies,
including the inability to control "rogue purchasing," which occurs when
personnel do not follow internal purchasing guidelines;

- the inability to maximize economies of scale by enforcing purchasing through
preferred suppliers; and

- labor-intensive processes which result in higher costs and lower employee
productivity.

Travel Procurement and Supply Market

In 1998, there were approximately 1.4 billion total airline passengers
worldwide as reported by the International Airtransport Association.  According
to the American Express 1998 Survey of Business Travel Management, U.S. business
expenditures for airline tickets, car rentals and lodging exceeded $122 billion
in 1998.  According to the same survey, businesses in the U.S. completed
approximately 154 million air travel transactions in 1998, representing
expenditures of approximately $73 billion.  Forrester Research estimates that
travel was the second largest spending category for online business-to-business
services in 1999, representing approximately 23% of this market.

In general, businesses purchase travel-related goods and services through a
traditional procurement channel that involves numerous intermediaries including
travel agents, computer reservation systems and credit card issuers.  We believe
the involvement of these intermediaries creates numerous inefficiencies and
makes it difficult for businesses to obtain complete and timely information
regarding their travel expenditures.  Consequently, businesses often experience
difficulty:

- negotiating favorable contracts with preferred travel suppliers;
- monitoring employee compliance with corporate procurement policies,
including controlling "rogue purchasing," which occurs when personnel do not
follow internal purchasing guidelines; and
- directing purchases to preferred travel suppliers to take advantage of
negotiated contracts and volume discounts.

In addition, these intermediaries increase transaction costs by charging fees
in connection with each purchase or reservation, with travel agency fees often
representing a majority of these costs.  For example, we believe the purchase of
a single $500 airline ticket by a business generally includes a computer
reservation system fee of approximately $10 and a credit card processing fee of
approximately $10.  In addition to the $500 ticket price, we believe that the
business also generally pays a travel agency fee of approximately $40 to $60.



Travel suppliers also incur significant costs and lost revenue opportunities
due to the control by intermediaries of valuable transaction and customer
information.  In particular, the existence of multiple intermediaries often
limits the ability of travel suppliers to effectively:

- establish one-to-one personalized relationships with travelers;
- minimize excess capacity, such as unsold airline seats and empty hotel
rooms; and
- maximize the effectiveness of affinity programs.

Furthermore, the traditional travel procurement and supply process is labor
intensive, resulting in lower employee productivity and higher costs for both
businesses and travel suppliers.  Deloitte & Touche estimates that the
procurement process for the purchase of a single airline ticket by a business
involves at least three people and takes an average of 46 minutes.  Due to the
complexity and inefficiency inherent in this process, we believe that businesses
and travel suppliers will increasingly utilize Internet-based services to reduce
inefficiencies and costs.

Opportunity for an Internet-Based Travel Procurement and Supply
Service

Forrester Research estimates that online business travel expenditures will
grow from $5 billion in 2000 to $20billion in 2004.  This is a significant market opportunity
for a comprehensive Internet-based service that reduces the inefficiencies in
the travel procurement and supply process for businesses and travel suppliers.
This service should facilitate the distribution of travel-related goods and
services and provide businesses and travel suppliers with tools for the complete
and timely analysis and reporting of travel-related information.  Furthermore,
the service should be easy to implement and compatible with businesses' and
travel suppliers' existing technology.

The GetThere Exchange

We provide fully-managed travel reservation and booking services that enable
businesses and travel suppliers to reduce current inefficiencies in the travel
procurement and supply process.  We manage the applications, operating systems,
hardware servers and telecommunications on our premises and at third party
sites.  Corporate customers access these services, which we call the GetThere
Exchange, through a web-based browser that sits behind the corporations' secure
Intranet firewall.  Our services can operate independently of third-party travel
agencies and are not dependent on any single computer reservation system.

Our services use our proprietary technology to provide businesses, suppliers
and travelers with the ability to:

- create profiles reflecting travel preferences;
- access airline, car rental and hotel information and availability;
- access their privately negotiated or publicly available pricing;
- create and ticket travel reservations;
- access travel-related information such as news, weather and maps; and
- collect and analyze travel data.

The GetThere Exchange is designed to enable businesses with significant
travel expenditures to reduce travel costs, increase employee productivity and
analyze and report travel data.  The GetThere Exchange is also designed to
enable travel suppliers, such as airlines, to increase revenue opportunities,
reduce costs and enhance customer service.  In addition, we provide a service
that is designed to enable Internet-based content and electronic commerce
providers and travel agencies to offer travel-related goods and services over
the Internet.

Benefits to Businesses

Reduce costs.  The GetThere Exchange utilizes the Internet to further
automate the travel procurement process and decrease the role of intermediaries.
Our service is designed to enable businesses to significantly reduce travel-related costs, such as
travel agency fees, by reducing the number of people and
the time involved in processing travel-related transactions.  In addition, our
service is designed to lower travel costs by selecting the lowest available
fares and enforcing the use of preferred travel suppliers and negotiated rates.
The GetThere Exchange also provides data analysis and reporting features that
enable businesses to enforce corporate travel policies and facilitate the
negotiation of favorable contracts with preferred travel suppliers.  The ability
to monitor travel-related purchases also helps businesses control against rogue
purchasing, which generally accounts for a significant portion of travel
expenditures.

Increase productivity.  The GetThere Exchange is designed to enable
businesses to increase productivity by streamlining their internal travel
procurement processes.  We believe that by automating the travel procurement
process, our service enables businesses to reduce the amount of time it takes to
execute travel transactions and reduce the number of individuals involved.
Also, we increase convenience for business travelers, who can use our services
to procure travel-related goods and services, 24 hours a day, seven days a week,
365 days a year.

Provide real-time data analysis and reporting.  The GetThere Exchange
is designed to enable businesses to collect, analyze and report on their current
and historical travel data for both online and agency-generated reservations.
Businesses can utilize this information for planning and strategic purposes,
including negotiating volume discounts with travel suppliers.  The GetThere
Exchange also allows businesses to analyze useful real-time metrics, such as
cost per mile, compliance with travel policies and adoption rates of online
travel technologies.  The GetThere Exchange provides online access to this
information in a variety of customer-specific, user-friendly formats.

Benefits to Travel Suppliers

Increase revenue opportunities.  Our GetThere Exchange is designed to
provide travel suppliers with an Internet-based sales channel enabling them to
directly interact with travelers using the Internet, 24 hours a day, seven days
a week, 365 days a year.  This service provides travel suppliers with the
information needed to build traveler profiles, to analyze traveler usage
patterns and preferences and to develop one-to-one personalized relationships.
These relationships enable travel suppliers to market directly to their
customers by publishing, distributing and selling special online-only
promotional fares directly to them. In addition, the traveler information we
provide is designed to enhance travel suppliers' ability to sell unused capacity
to targeted travelers, resulting in increased revenues and improved inventory
management.

Reduce sales and distribution costs.  The GetThere Exchange is designed
to enable travel suppliers to reduce sales and distribution costs by allowing
them to sell directly to travelers over the Internet, thereby reducing or
eliminating travel agency fees.  By further automating their reservation
processes, travel suppliers can reduce the high labor costs inherent in
traditional processes.  In addition, travel-related information can be
distributed online, thereby reducing the costs of printing and distribution.

Enhance customer service and increase customer loyalty.  The GetThere
Exchange is designed to enable travel suppliers to provide their customers with
real-time access to travel information, including current flight information,
historical reservation bookings, flight status updates and seat maps.
Additionally, the GetThere Exchange can be adjusted to provide other useful
travel-related information, such as news, weather, maps, driving directions,
hotel locations and other destination information.  In addition, our services
can be customized to allow travelers to join a travel supplier's customer
loyalty program, obtain account balances and redeem award travel online.  We
believe these features enhance customer service and increase customer loyalty.
Furthermore, our services can be customized to enable travel suppliers to
provide their customers with the ability to make other airline, car rental and
hotel reservations so that travelers can book an entire travel itinerary from
the travel supplier's Web site.

Benefits to Internet-based Content and Electronic Commerce Providers
and Travel Agencies.  We also provide our services to Internet-based
content and electronic commerce providers and travel agencies that want to offer
travel-related goods and services online.  Our services allow these companies to
offer travel reservation capabilities to attract more visitors and generate new
travel- related revenues.  In addition, our service allows travel agencies to
extend their existing sales channel.  Our service offers a variety of completely
outsourced and hosted capabilities, including online booking, transaction
processing, traveler support, and ticket fulfillment and delivery.  Our service
is designed to enable our customers to quickly and easily add online travel
capabilities to their Web sites.



Our Strategy

Our objective is to be the leading provider of Internet-based business-to-business procurement
and supply services for travel and other indirect goods and
services. Key elements of our strategy include:

Expand our customer base.  Our current marketing activities focus on
advertising in trade publications and participating in trade shows.  We intend
to continue to build our sales and marketing capabilities by adding personnel
and conducting marketing campaigns that strengthen our brand and increase our
penetration of businesses with significant travel expenditures, travel suppliers
and potential Internet-based companies.  We target customers that purchase or
supply large volumes of travel-related goods and services and that are
increasingly using the Internet as a business tool.  We intend to provide these
customers with high-quality transaction processing capabilities, data analysis
and reporting tools and customer support.  In addition, we intend to leverage
our strategic partners and indirect sales channels, such as American Express, in
order to generate new customers.

Increase adoption rates of our services by our business customers.  We
provide professional services that are designed to help our business customers
develop internal programs to increase adoption rates of our GetThere Exchange.
GetThere and our business customers understand that increasing adoption rates
results in increased savings to the business, as well as increased transaction
revenues for GetThere.  We are working with our business customers to implement
loyalty programs designed to encourage travelers to use our service.  In
addition, we intend to enhance the content and information available through our
service such as providing improved directions and maps, and more up-to-date
information to further improve the user experience and increase customer
retention.

Aggressively pursue other travel markets.  We currently have a sales
office in the United Kingdom that has conducted market development activities in
Europe and is focused on supporting existing customers.  We intend to grow our
sales and marketing capabilities to target the substantial opportunities
represented by small-to-medium sized businesses and seek new customers in
international markets.  In addition, we will continue to pursue strategic
relationships to accelerate our penetration of these markets.  For example, our
agreement with American Express makes us the preferred provider of Internet-
based travel procurement services for their small, middle and international
markets.

Further develop our technology and operation infrastructure.  Our
architecture is designed to be reliable and scalable and is flexible to meet the
specific needs of a customer in order to meet the evolving demands of the travel
procurement and supply market.  We intend to continue to develop additional
features and functionality.



Leverage technology and relationships into markets for other indirect goods
and services.  We believe that the architecture of our travel procurement
and supply services is extendable to markets for other indirect goods and
services.  For example, we may provide Web sites through which companies, such
as telecommunications and information technology companies, can supply their
goods and services.  We believe that the relationships we have developed with
our business customers will enable us to extend our services into markets for
other indirect goods and services and provide us with significant cross-selling
opportunities.



Services

The applications, operating systems, hardware and telecommunications lines
that comprise the GetThere Exchange are fully managed by GetThere, can be
readily deployed from a limited number of users to a large number of users, can
be easily adjusted to meet the specific needs of a customer and allow our
customers the freedom to select their preferred computer reservation system and
travel agency.

Corporations:  The GetThere Exchange is a full service Internet-based
travel reservation and airline ticket purchasing service for businesses.  This
service combines sophisticated cost, supplier and travel policy management
features with an easy to follow, user-friendly interface.  Our service is
adjustable to add our customers' corporate travel policies, which typically
include travel class options, travel supplier preferences, hotel room rates and
car rental prices.

The GetThere Exchange provides corporate travel managers with the capability
to easily:

- change computer reservation systems;
- change, update and enforce multi-level corporate travel policies;
- view current status of volume-based negotiated contracts;
- specify preferred and non-preferred vendors;
- enforce use of preferred vendors and negotiated rates;
- generate travel reports in a variety of formats;
- analyze current and historical travel activity for online and travel agency-generated
reservations;
- monitor traveler use and purchasing behavior;
- determine ticketing methods based on time and cost saving criteria; and
- duplicate their intranet travel web site and customize it for selected
segments of their travelers.

The GetThere Exchange provides a corporation's travelers with the capability
to easily:

- book a complete travel itinerary, including airlines, hotels and car
rentals;
- save profiles and preferences;
- adjust itineraries as travel plans change;
- view real-time airline seat maps and reserve a specific seat;
- receive customized maps and driving directions based on their travel
itineraries;
- review previous travel itineraries;
- compare and choose ticket prices;
- make reservations for multiple travelers;
- comply with corporate travel policies; and
- receive notification via their cell phone or pager of flight delays or
cancellations.



Travel Suppliers.  The GetThere Exchange is an Internet-based airline
ticket purchasing and travel reservation service for travel suppliers.  This
service allows travel suppliers to serve travelers directly from the travel
suppliers' Web sites.  Our Exchange allows a travel supplier to selectively
present fares, integrate programs designed to promote customer loyalty, and
provide traveler support, 24 hours a day, seven days a week, 365 days a year.
In addition, the GetThere Exchange allows the flexibility to design a Web site
in accordance with the design specifications of the travel supplier.

The GetThere Exchange enables the travel supplier to offer:

- a customer-specific user interface;
- reservation capabilities for multiple airlines, hotels and car rental
agencies;
- a low-fare search engine which allows travelers to compare prices;
- discounted fares and sales promotions;
- targeted direct marketing campaigns through e-mail;
- electronic-ticketing capabilities;
- real-time seat maps for selection and reservation of specific seats;
- maps and driving directions based on travelers' itineraries; and
- access to previous travel itineraries.

Professional Services.  Our professional services organization
provides the following services:



- design, customization, implementation and maintenance of our travel
procurement and supply services;
- training and education programs designed to promote enterprise-wide adoption
of our services; and
- technical support, implementation of product upgrades, and integration of
added functionality to meet our customers' evolving needs.

Traveler Support.  We provide ticket printing and delivery and
telephone support to travelers.  Our objective is to assist travelers in
resolving any technical, functional or travel-related questions 24 hours a day,
seven days a week, 365 days a year.  This support is provided from traveler
support centers located in Menlo Park, California and Fort Lauderdale,
Florida.



Customers

We primarily target businesses with significant travel expenditures, travel
suppliers and Internet-based content and electronic commerce providers and
travel agencies.

Corporations.  The table below represents our largest business
customers as measured by fees paid to us over the twelve months preceding
January 31, 2000:

American Management Systems	Nabisco

Boeing	Nike

Chevron 	PeopleSoft

Cisco Systems	PricewaterhouseCoopers

Credit Suisse First Boston	Quixtar

Hewlett-Packard	State Farm Insurance

Institute of Electrical and Electronics Engineers	Tektronix

Kirkland and Ellis	Texas Instruments

Kodak	Toyota

Lucent Technologies	Xerox





Travel suppliers and Internet-based customers.  Our top five travel
supplier customers, as measured by fees paid to us over the twelve months
preceding January 31, 2000, are All Nippon Airways, Lauda Airlines, National
Airlines, United Air Lines and Virgin Atlantic Airways.  We have already
developed a Web site for Northwest Airlines through which Northwest Airlines
intends to offer low fare tickets. We are also developing America West Airlines'
Web site.



Agreement with American Express

On September 14, 1999, we entered into an agreement with American Express
under which American Express has agreed to promote and market our Internet-based
travel procurement services to their customers and potential customers.  These
promotional and marketing efforts will include the placement of our name on
American Express' travel-related Web sites and in American Express' promotional
and marketing materials.  Once we have completed development according to
American Express' specifications, American Express will market these services to
large, middle market and small business customers as well as consumers as
described below:

- Large businesses with the highest volumes of corporate air travel
expenditures: American Express will promote and vigorously market, except in the
United Kingdom and Germany, our services to at least 30% of a specified list of
the world's largest companies during the first year, increasing to 37.5% of
these companies in the second year and 45% of these companies in the third year.

- Middle market businesses: American Express will promote and vigorously
market our services for a period of three years.

- Small businesses: American Express will exclusively use our services on its
Web sites targeting small businesses for a period of three years.

- Consumers: Effective January 27, 2000, American Express is exclusively using
our services on its Web sites targeting consumers for a two-year period.  In
addition, commencing January 27, 2000, we transferred the rights to the domain
names, www.itn.net and www.itn.com, our consumer- oriented Web site, and the
associated customer information, to American Express.



Sales and Marketing

We market and sell our services to our customers primarily through a direct
sales force with offices in the United States and the United Kingdom.  Our
target customers include businesses with significant travel expenditures, travel
suppliers and other customers.  For potential business customers, our sales
efforts generally target the chief financial officer, the chief information
officer and the corporate travel manager.  Within travel suppliers, we generally
target the officer responsible for distribution and the chief information
officer.  The centralization of travel procurement decisions allows us to
penetrate most businesses on an enterprise-wide basis, which enables us to grow
our revenues with a smaller sales force than would otherwise be possible.  In
addition, we believe that the relationships that we develop with senior
executives through the sales process will facilitate our ability to extend our
services into markets for other indirect goods and services.

Our sales and marketing activities are aimed at educating customers and
potential customers about the advantages and potential cost savings of our
services.  Our marketing program includes our Web site, seminars, direct
mailings, trade shows, advertising and public relations events.  Our marketing
organization assesses industry trends and analyzes customer and industry
feedback in order to help provide product direction to our development
organizations.  We collect data directly from customer visits and our sales
force, as well as through customer advisory meetings, forums and participation
in industry trade organizations.  In addition, we work with some of our
customers to promote our services to others.  For example, United Air Lines has
promoted our services to its Star Alliance partners and American Express has
agreed to sell and promote versions of our services.

Technology

Our travel procurement and supply services incorporate proprietary technology
and technology licensed from third parties.  Our services are designed to be
highly adjustable and scaleable--in other words, readily deployable to a limited
number of users or to a high volume of users.  All of our services use our
proprietary technology.  Our GetThere Exchange combines a proprietary database
of information relating to travel services, individual traveler preferences, and
company-specific travel information, with connectivity to computer reservation
services, travel suppliers and the Web sites that customers use to access our
services.

Highly adjustable architecture.  As of January 31, 2000 we hosted more
than 250 travel booking Web sites running similar executable application codes
configured for a customer's set of business rules and the appearance and
navigation of the customer's Web site.  This system can be rapidly deployed and
adjusted for each customer.  The architecture relies on a three-layer system
design, which enables the customization of each Web site.  The presentation
layer is served by Apache SSL Server software with the dynamic rendering of Web
pages done by a combination of a proprietary command language/interpreter, HTML
and Javascript.  Most of the business logic rules in the application layer can
be readily adjusted by either our personnel or by our customers.  All adjustment
is done with special security access through a Web browser.  The data layer is
managed in either a commercial relational or a proprietary database, depending
on the nature of the database records.

Scalable platforms.  In order to design a highly scalable and reliable
environment, we use only commercially supported versions of the Unix operating
system.  All application and Web servers run on Sun Microsystem's Solaris and
Hewlett Packard's HP-UX operating systems.  We continually evaluate our capacity
needs to better meet customer demand for scalability.

Data center operations.  In addition to our data center in Menlo Park,
California, we have data centers at Exodus Communications' facilities in Santa
Clara, California and Sterling, Virginia.  Communication between the two Exodus
centers takes place across a fiber optic line. This network design enables
automatic switching of data paths in the event of an outage on one of the
network switches.  Routers enable our customers to access these data centers
through either the Internet, a dedicated T1 line or other leased-line circuits.
We balance traffic across the various Web servers and across these data centers.

Development methodology.  Our services are developed using
commercially available compilers, debuggers and profiling tools.  All of our
releases are preceded by a rigorous testing process.  In addition, we schedule
and release upgrades to our services on a regular basis.

We currently license third-party technology and will continue to evaluate
third-party technology for integration into our services.  For example, we
license data analysis and reporting software from Cognos, Inc. for our services.



Competition

The market for Internet-based travel procurement and supply services is new,
intensely competitive and rapidly evolving and we expect competition to
intensify in the future.  Increased competition is likely to result in price
reductions, reduced gross profits and loss of market share, any of which could
harm our revenues and results of operations.  We currently or potentially may,
compete with a variety of companies.  Our primary competition currently comes
from or is anticipated to come from companies in the following categories:

- providers of online travel products and services to businesses, such as
Amadeus Global Travel Distribution SA, Oracle Corporation's eTravel, Sabre BTS
and Sight & Sound Software, Inc.;
- providers of online travel products and services to consumers, such as
Priceline.com, expanding its market to connect the business-to-business market
online;

- other online providers of indirect goods and services such as Ariba and
Commerce One; and

- traditional travel service providers, including travel agencies such as
Expedia, Inc. and Travelocity.com.

We believe the principal factors on which we compete include:

- cost effectiveness of our services;

- flexibility to operate with multiple travel agencies and computer
reservation systems;

- ease of implementation and customization;

- data analysis and reporting capabilities;
- traveler and technical support;
- convenience and ease of use;
- selection of services; and
- reliability and speed of fulfillment.

Some of our competitors and potential competitors have longer operating
histories and significantly greater financial resources and name recognition
than we do and may enter into strategic or commercial relationships with larger,
more established and well-financed companies.  In addition, many of these
companies may have more technical and marketing personnel, and more established
customer support and professional services organizations than we do.
Furthermore, as new participants enter the online travel procurement and supply
market, we will face increased competition.  Potential competitors, such as
online providers of indirect goods and services, may incorporate online travel-related services
into their existing product offerings.  It is also possible
that new competitors or alliances among our competitors may emerge and rapidly
acquire significant market share.  Our competitors may be able to respond more
quickly to new or emerging technologies and changes in customer requirements
than we can, which could cause our services to become less compelling.



Intellectual Property and Other Proprietary Rights

We depend on our ability to develop and maintain the proprietary aspects of
our technology.  To protect our proprietary technology, we rely primarily on a
combination of contractual provisions, confidentiality procedures, trade secrets
and patent, copyright and trademark laws.

We seek to protect our trade secrets through a number of means, including but
not limited to, requiring those persons with access to our proprietary
information, including all of our employees and consultants, to execute
confidentiality agreements with us and restricting access to our source code,
trade secrets and other intellectual property.  We seek to protect our services,
documentation and other written materials under trade secret and copyright laws,
which afford only limited protection. We cannot assure that any of our
proprietary rights will be viable or of value in the future since the validity,
enforceability and type of protection of proprietary rights in Internet-related
industries are uncertain and constantly evolving.

We presently have one U.S. patent application pending and we expect to file
more in the near future. It is possible that any pending or future patents, if
issued, may be successfully challenged, or that no patents will be issued from
our pending patent application.  It is also possible that we may not develop
proprietary services or technologies that are patentable, that any patent issued
to us may not provide us with any competitive advantages, or that the patents of
others will seriously harm our ability to do business.



We have filed trademark applications in the United States and in the European
Union for "GetThere". These applications are subject to review by the
applicable governmental authority, may be opposed by private parties and may not
be issued.  In addition, any claims or customer confusion related to our
trademark, or our failure to obtain trademark registration, would harm our
business and operating results.  We are aware of a pending trademark application
in the European Union filed by a company for the mark GETTHERE!.  We have
discussed the rights related to this mark with this company and have not
resolved this matter.  If it is determined that the mark is validly held by this
company, we may be unable to use the mark in the European Union, which could
significantly harm our ability to expand our brand awareness in the European
Union.

We rely on technology that we license from third parties, including software
that is integrated with internally developed software and systems.  If we are
unable to continue to license any of this software on commercially reasonable
terms, we will face delays in releases of our software until equivalent
technology can be identified, licensed or developed, and integrated into our
current services.  These delays, if they occur, could seriously harm our
business.

Despite our efforts to protect our proprietary rights, unauthorized parties
may copy aspects of our services or obtain and use information that we regard as
proprietary.  In addition, the laws of some foreign countries do not protect our
proprietary rights to as great an extent as do the laws of the United States.
Our means of protecting our proprietary rights may not be adequate and our
competitors may independently develop similar technology, duplicate our services
or design around patents issued to us or our other intellectual property.

There has been a substantial amount of litigation in the Internet industry
regarding intellectual property rights.  It is possible that in the future
third-parties may claim that we or our current or potential future services
infringe their intellectual property.  We expect that providers of electronic
commerce services will increasingly be subject to infringement claims as the
number of products and competitors in our industry segment grows and the
functionality of products in different industry segments overlaps.  Any claims,
with or without merit, could be time-consuming, result in costly litigation,
cause delays in releases of our services or require us to enter into royalty or
licensing agreements.  Royalty or licensing agreements, if required, may not be
available on terms acceptable to us or at all, which could seriously harm our
business.

Government Regulation

Certain segments of the travel industry are heavily regulated by the United
States and international governments, and accordingly our services are affected
by such regulations.  For example, we are subject to United States Department of
Transportation regulations prohibiting unfair and deceptive practices.  In
addition, Department of Transportation regulations concerning the display and
presentation of information that are currently applicable to the computer
reservation systems could be extended to us in the future, as well as other laws
and regulations aimed at protecting consumers accessing online travel services.
In California, under the Seller of Travel Act, we are required to register as a
seller of travel, comply with certain disclosure requirements and participate in
California's restitution fund.

We are also subject to regulations applicable to businesses generally and
laws or regulations directly applicable to online commerce.  Although there are
currently few laws and regulations directly applicable to the Internet and
commercial online services, it is possible that a number of laws and regulations
may be adopted covering issues such as user privacy, pricing, content,
copyrights, distribution, antitrust and characteristics and quality of products
and services.  For example, some consumer organizations have raised concerns
claiming that favorable pricing terms provided by travel suppliers solely to
online users is unfair and discriminatory against those without Internet access.
Furthermore, the growth and development of the market for electronic commerce
may lead to more stringent consumer protection laws that may impose additional
burdens on companies conducting business online.  The adoption of any additional
laws or regulations may decrease the growth of the Internet or commercial online
services, which could decrease the demand for our services and increase our cost
of doing business.

Moreover, the applicability to the Internet and commercial online services of
existing laws in various jurisdictions governing issues such as property
ownership, sales and other taxes, libel and personal privacy is uncertain and
may take years to resolve.  For example, tax authorities in a number of states
are currently reviewing the appropriate tax treatment of companies engaged in
electronic commerce, and new state tax regulations may subject us to additional
state sales and income taxes.  Any such new legislation or regulation, the
application of laws and regulations from jurisdictions whose laws do not
currently apply to our business or the application of existing laws and
regulations to the Internet and commercial online services could significantly
harm our business and operating results.

Employees

At January 31, 2000, we had a total of 339 employees.  None of our employees
is subject to a collective bargaining agreement and we believe that our
relations with our employees are good.  Our future operating results depend in
significant part on the continued service of our key technical, sales and senior
management personnel, none of whom are bound to serve us for any specified term.
Our future success also depends on our ability to attract and retain highly
qualified technical, sales and senior management personnel.  Competition for
these personnel is intense, and we may not be able to retain our key technical,
sales and senior management personnel or attract these personnel in the future.
We have experienced difficulty in recruiting qualified technical, sales and
senior management personnel, and we expect to experience these difficulties in
the future.  If we are unable to hire and retain qualified personnel in the
future, our business and operating results could be significantly harmed.



RISK FACTORS





In addition to other information in this Form 10-K, the following risk
factors should be carefully considered in evaluating GetThere and its business
because such factors currently may have a significant impact on GetThere's
business, operating results and financial condition.

Risks Related to Our Business

It is difficult to evaluate our business because our business model is
evolving.  It is difficult to accurately forecast our revenues, and we have
limited meaningful historical financial data on which to plan operating
expenses.  We were incorporated on August 7, 1995.  Prior to 1996, our business
was focused on providing travel-related services to consumers from our
www.itn.net Web
site and other consumer-related Web sites.  In 1996, we began focusing on our
services for businesses and travel suppliers.  We introduced our service for
businesses in 1996 and our service for travel suppliers in 1997.  In addition,
the revenues and income potential of our business and market are unproven.
Changing our focus from the consumer business to providing Internet- based
travel procurement and supply services for businesses and travel suppliers may
not have a positive effect on, or may harm our business or operating results.
If we are unable to accomplish the following, we may not become commercially
successful:



- grow our base of both business and travel supplier customers;
- increase adoption rates by our existing business customers;

- successfully implement sales and marketing initiatives;
- provide timely and effective customer service and technical support; and
- anticipate and adapt to the evolving online travel services market.

We will devote a significant amount of our resources to satisfy our
obligations under our agreement with American Express.  We entered into an
agreement with American Express under which American Express has agreed to
promote and sell our Internet-based travel procurement services to its customers
and potential customers.  This relationship is likely to require the use of a
significant amount of our resources, including our management and technical
personnel.  This devotion of a significant amount of our resources to this
relationship could impair our ability to develop other aspects of our business,
which could seriously harm our results of operations if we are unable to
generate a significant amount of revenues from our agreement with American
Express.  In addition, we are required to reimburse American Express a portion
of its fees if we do not deliver a minimum number of unique users to American
Express.

We have incurred significant net losses to date and expect to continue to
incur net losses for the foreseeable future.  Since our inception we have
incurred significant net losses and negative cash flow.  We expect net losses
and negative cash flow to continue for the foreseeable future, and we may never
be profitable.  We incurred net losses of $47.8 million for the twelve months
ended January 31, 2000, $15.6 million for our fiscal year ended January 31, 1999
and $6.4 million for our fiscal year ended January 31, 1998.  As of January 31,
2000, we had an accumulated deficit of $73.4 million.  We anticipate that our
losses will increase significantly from current levels as we continue to
increase our operating expenses in each of our operating expense categories.  In
addition, we expect the rate at which these losses will be incurred will
increase significantly from current levels.  We expect these additional costs
and expenses to be related to:



- developing and implementing the American Express travel procurement services
for businesses;
- developing Web sites for Northwest Airlines and America West Airlines;
- enhancing our Internet-based travel procurement and supply services;
- continuing to develop our services, computer network and the systems that we
use to process travel-related transactions;
- recruiting and training additional personnel, particularly customer service,
technical support and engineering personnel;
- developing the GetThere brand, as well as other marketing and promotional
activities; and
- developing relationships with strategic business partners.

Unless we generate and sustain substantially higher revenues while
maintaining reasonable expense levels, we will continue to incur significant net
losses.  Even if we increase revenues we may experience price competition or
increased expenses, which would lower our gross margins or cause us to incur net
losses.  Furthermore, if we ever do achieve profitability or reduce our net
losses, we may not sustain this result on a quarterly or annual basis in the
future.

Our quarterly operating results may fluctuate in future periods and we may
fail to meet expectations.  We believe quarter-to-quarter comparisons of our
revenues and operating results are not necessarily meaningful because of
quarterly fluctuations, and that such comparisons may not be accurate indicators
of future performance.  Consequently, in future quarters our operating results
may fall below the expectations of investors and, as a result, the price of our
common stock may fall.  The operating results of companies in the travel and
electronic commerce industries have in the past experienced significant quarter-to-quarter
fluctuations.  We will likely experience similar fluctuations due to
a number of factors, any of which, if not adequately addressed may adversely
affect the long-term viability of our business.  These factors include:



- varying adoption rates of our services;
- the timing and expense of expanding our operations;
- our ability to attract new customers, retain existing customers and satisfy
customer demand;
- the mix of transaction revenues and professional service revenues;
- the mix of transaction revenues from businesses, travel suppliers and other
customers;
- our ability to achieve market acceptance of new services and upgrades;
- product introductions by us;
- our ability to attract, integrate and retain key personnel;
- changes in our pricing policies;
- our ability to upgrade and develop our systems and infrastructure without
disrupting our operations;
- technical difficulties with our systems or system down time;
- difficulties accessing computer reservation systems or travel suppliers'
systems; and
- costs related to the acquisition of businesses or technologies.

In addition, we expect our quarterly operating results to fluctuate due to
factors beyond our control, including:

- unforeseen events affecting the travel or electronic commerce industries;
- product introductions by our competitors;
- changes in the rate of Internet usage and electronic commerce;
- changes in inventory availability from suppliers or commission rates paid by
travel suppliers; and
- changes in the pricing policies of our competitors.

We currently expect that a majority of our revenues for the foreseeable
future will come from fees paid to us by our business and airline supplier
customers who access our GetThere Exchange and from commissions earned from
travel suppliers.  The volume and timing of these fees and commissions are
difficult to predict because the market for our services is in its infancy.  As
with other companies in our industry, our operating expenses, which include
sales and marketing, research and development and general and administrative
expenses, are based on our expectations of future revenues and are relatively
fixed in the short term.  As a result, a delay in generating or recognizing
revenue for any reason could cause significant variations in our operating
results from quarter to quarter and could result in greater than expected
operating losses.

Our business is subject to seasonal fluctuations.  We have experienced
and expect to continue to experience seasonality in our business, reflecting
seasonal fluctuations in the travel industry, Internet usage and advertising
expenditures.  This seasonality will cause quarterly fluctuations in our
operating results and could significantly harm our business and operating
results.  Business travel bookings typically decline during the fourth quarter
of each calendar year due to decreased business travel during the holiday
season.  Consumer travel bookings typically increase during the second quarter
of each calendar year in anticipation of summer travel.  Internet usage and the
rate of such usage typically decline during the summer.  In addition,
advertising sales in traditional media, such as broadcast and cable television,
generally decline in the first and third quarters of each year.  Depending on
the extent to which the Internet is accepted as an advertising medium,
seasonality in the level of advertising expenditures could become more
pronounced for Internet-based advertising.

Our results of operations will be harmed by charges associated with our
payment of stock-based compensation and charges associated with other securities
issuance by us.  We expect to incur a significant amount of amortization in
future periods, which will negatively effect our operating results. We amortized
approximately $22.2 million of stock-based compensation for the twelve months
ending January 31, 2000.  We may incur additional amortization charges in the
future in connection with new grants of stock-based compensation at below market
value.

Our long and variable sales cycle depends upon factors outside our control
and could cause us to expend significant time and resources prior to earning
associated revenues.  The typical sales cycle of our services is long and
unpredictable, requires pre-purchase evaluation by a significant number of
employees in our customers' organizations and involves a significant investment
decision by our customers.  These lengthy sales cycles will have a negative
impact on the timing of our revenues, especially our realization of transaction
revenues, and may cause our revenues and operating results to vary significantly
from period to period.  Our sales cycle is affected by the business conditions
and budgetary cycles of each prospective customer.  Many of our potential
customers are large enterprises that generally take longer to make significant
purchases.  Moreover, a purchase decision by a potential customer typically
requires the approval of several senior decision-makers.  Our sales cycle for
our larger business customers and travel suppliers are generally between six and
nine months, although it has on occasion lasted significantly longer.

Many of our customers test the technical fit of our services prior to
entering into a full service contract with us by undertaking a pilot program.
Some of our pilot programs have taken over a year to complete and require us to
commit significant resources with no certainty that a sale will result.

We have not yet reached a definitive agreement regarding providing our
solutions for Northwest Airlines' primary Web site, www.nwa.com.  We may not
reach a definitive agreement with Northwest Airlines or successfully implement
our services on its www.nwa.com Web site or we may not successfully implement
our services to the America West Airlines' Web site.

Because implementation of our travel procurement and supply services is
time consuming, there may be significant delays between the sale and deployment
of our services.  The implementation and deployment of our services require
a significant commitment of resources by us and by our customers.  Any delays
may have a negative impact on our recognition of revenues, especially our
recognition of transaction revenues, and could significantly harm our business
and operating results.  Prior to full implementation, most of our customers
undertake a lengthy process to integrate our services into their systems.  The
timing of deployment depends upon the:



- complexity of our customers' current systems and intended application and
the required implementation and customization efforts;
- technical and engineering capabilities of our customers;
- resources that our customers are willing to dedicate to implement travel
procurement or supply services;
- budgetary constraints of our customers;
- availability of our development, training and support organizations to
provide technical support to our customers; and
- decision by some customers to implement a pilot program prior to full
deployment of our services.

Because of the number of factors influencing the integration and deployment
processes, we expect that the period between selling our services and the time
our customers deploy applications based on our services will vary widely.  We
have experienced and expect to continue to experience delays in the deployment
of our services.

The market for Internet-based travel procurement and supply services is
highly competitive and we may not be able to compete effectively.  The
market for Internet-based travel procurement and supply services is new, highly
competitive and rapidly evolving, and we expect competition to intensify in the
future.  Our failure to compete effectively would harm our business and
operating results.  Increased competition is likely to result in price
reductions, reduced gross profits and loss of market share, any of which could
harm our revenues and operating results.  We currently or potentially may
compete with a variety of companies.  Our primary competition currently comes
from or is anticipated to come from companies in the following categories:



- providers of online travel products and services to businesses, such as
Amadeus Global Travel Distribution SA, Oracle Corporation's eTravel, Sabre BTS
and Sight & Sound Software, Inc.;
- providers of online travel products and services to consumers, such as
Priceline.com, expanding its market to connect business-to-business market
online;

- other online providers of indirect goods and services such as Ariba and
Commerce One; and

- traditional travel service providers, including travel agencies such as
Expedia, Inc. and Travelocity.com.

Some of our competitors and potential competitors have longer operating
histories and significantly greater financial resources and name recognition
than we do.   In addition, many of these companies have more technical,
marketing and sales personnel and more established customer support and
professional services organizations than we do.  They may also enter into
strategic or commercial relationships with larger, more established and well-financed
companies.

Furthermore, as new participants enter the online travel procurement and
supply market, we will face increased competition.  Potential competitors, such
as online providers of indirect goods and services, may incorporate online
travel-related services into their existing product offerings.  It is also
possible that new competitors or alliances among our competitors may emerge and
rapidly acquire significant market share.  Our competitors may be able to
respond more quickly to new or emerging technologies and changes in customer
requirements than we can, which could cause our services to become obsolete.

American Express has developed a travel service with Microsoft that
competes with our Global Manager service.  American Express and Microsoft
have developed the AXI travel management system, which is a service that
provides a Web site for businesses that enables their employees to make travel-related
reservations and to purchase airline tickets over the Internet.  This
service competes directly with our Global Manager service.  If we are unable to
compete effectively with the AXI travel management system, our business and
results of operations would be adversely affected.  Even though we have a
business relationship with American Express to provide Web-based travel services
on behalf of American Express, American Express is not precluded from selling
and servicing the AXI travel management system or from continuing to work with
Microsoft.



We rely on United Air Lines for a significant portion of our transaction
revenues, and the termination of this relationship would adversely affect our
business.  United Air Lines, one of our principal stockholders, has been our
primary travel supplier customer since November 1997.  Any disruption of our
relationship with United Air Lines could leave us with excess overhead, as well
as with a loss of significant revenue, either of which would significantly harm
our business and operating results as well as our reputation for providing
services to travel suppliers.  For the twelve months ended January 31, 2000, we
derived approximately $5.7 million directly and $1.6 million indirectly from
United Air Lines, accounting for an aggregate of approximately 47% of our total
revenues.  During these periods, United Air Lines has also accounted for
substantially all of our revenues from our travel supplier customers.  We expect
that in the near term the percentage of our revenues derived from United Air
Lines will increase.  Our services agreement with United Air Lines can be
terminated by us or United Air Lines for any reason by providing the other party
with notice 180 days prior to termination.  In addition, as our primary
customer, we dedicate a significant amount of our resources to United Air Lines.

In March 2000, United Air Lines notified us that because its call centers
have excess capacity, it intends to transfer most of the support activities we
currently perform for it back to United.  The transfer will likely commence in
November 2000 and continue through March 2001.  During fiscal 2000, we
recognized $2.6 million of support revenue from United Air Lines.  The
anticipated loss of this support could have a material impact on our
revenues.

We may not be able to significantly increase the use of our services after
our services have been implemented by our customers.  If the use of our
services does not increase significantly, we may not be able to achieve or
sustain growth in our business.  Employees of our business customers and patrons
of our travel supplier customers and other customers have been slow to increase
the use of our services after implementation.  The adoption of our services is
largely outside of our control and primarily dependent on our customers' efforts
and ability to promote the use of our services.  Furthermore, any failure to
increase the use of our services would limit our ability to increase revenues
from customers, which would significantly harm our business and operating
results.

We have limited experience with widespread deployment of our travel
procurement and supply services.  If we cannot support large-scale
deployments, our business and operating results will be significantly harmed.
Only a limited number of our business and travel supplier customers have used
our GetThere Exchange services on a large scale.  Our primary source of revenue
is expected to come from transaction fees derived from the use of our GetThere
Exchange; therefore, our ability to support large numbers of transactions is
critical to our success.  Our ability to provide effective and timely support
for our services depends on our ability to:



- attract, train, integrate and retain sufficient engineering personnel;
- establish effective customer support and technical organizations;
- enhance our systems and technology to add functionality and scalability;
- provide sufficient training to our customers, including training on systems
usage and Web site configuration;
- test and document the performance of our systems;
- provide adequate data storage; and
- efficiently integrate our technology with the systems of our customers.

In addition, our customers require our GetThere Exchange to be highly
scalable.  We must be able to rapidly accommodate a large increase in the number
of users.  If we are unable to achieve this level of scalability in a timely
manner, our business and operating results could be significantly harmed.

We have experienced significant growth in our business in recent periods,
and failure to manage our growth could strain our management and other
resources.  We may fail to successfully offer our services and develop new
customer relationships, which could significantly harm our business and
operating results.  In addition, we have recently integrated the operations of
our recently acquired call center in Fort Lauderdale, Florida, moved our
headquarters from Palo Alto, California to Menlo Park, California and
established an engineering development facility in Dallas, Texas.  These efforts
are expensive and put a significant strain on our management and other
resources.  We continue to increase the scope of our operations and grow our
headcount substantially.  At January 31, 1998, we had a total of 74 employees,
and at January 31, 2000, we had a total of 339 employees.  We expect to hire a
significant number of new employees in the near future.   This growth has
placed, and our anticipated future operations will continue to place, a
significant strain on our management, systems and resources and on our internal
training capabilities.  If we fail to effectively manage our growth, our
business and operating results will be significantly harmed.

To manage future growth effectively, we must maintain and enhance our
financial and accounting systems and controls, manage expanded operations and
attract, train, integrate and retain key employees, including those in our
engineering, operations, sales and marketing and support organizations.  We
currently have a relatively small professional services and customer support
organization.  We will need to increase our customer service and support staff
to serve new customers and the expanding needs of our existing customers.
However, hiring qualified professional services and customer support personnel,
as well as sales, marketing, administrative and research and development
personnel, is very competitive in our industry, particularly in the San
Francisco Bay Area, where we are headquartered, due to the high demand for
people with the necessary technical skills and understanding of the Internet.
We expect to face greater difficulty attracting these personnel with equity
incentives as a public company than we did as a privately held company. We may
not be able to attract, integrate, assimilate or retain highly qualified
personnel in the future.  Our business will not continue to grow and could be
significantly harmed if we are unable to attract qualified personnel.

Our operating results are substantially dependent on the success of our
GetThere Exchange, and a reduction in sales or our inability to significantly
increase sales of our services, would significantly harm our business.  We
expect to derive a substantial portion of our revenues from our GetThere
Exchange service, and we have not yet generated any profits from sales of these
services.  If we are unable to generate significant revenues from our Exchange,
or if we are unable to generate profits from these services, our business and
operating results would be significantly harmed.  We need to significantly
increase sales of our services, including access to our Exchange.  Our services
may not successfully compete with those of our competitors, and we may not be
able to enhance our services or develop new services to meet customer needs.  In
addition, we have in the past offered equity rights to potential customers in
connection with the sale of our services.  In the future, we expect to decrease
offering equity rights to potential customers, which may make sales of our
services more difficult.  Furthermore, businesses and travel suppliers may
choose to develop their own Internet-based travel services.

We have received a high level of complaints regarding our traveler support
services.  Any failure to improve the support we provide to travelers could
significantly harm our business and operating results.  Travelers and customers
seeking telephone customer support from us have experienced delays before being
connected to our traveler support staff.  In addition, our traveler support
staff has not always been able to answer travelers' questions.  This problem has
become more pronounced due to the increasing complexity of travel services
provided, such as the integration of affinity programs.  As a result, we have
received an increased number of complaints regarding our traveler support
services.  While we purchased an additional call center in Fort Lauderdale,
Florida, there can be no assurance that our two call centers will be able to
sufficiently handle future growth. Furthermore, unless our traveler support
staff is adequately trained to effectively respond to travelers' questions,
travelers may continue to experience frustration with our traveler support,
which could lead to a loss of business.

We rely on suppliers of travel services and products for our revenues, and
these suppliers are not obligated to use our services or pay us commissions.
We are dependent on airlines, hotels, car rental companies and other providers
of travel services in order to offer our business customers access to travel
products and services.  If these travel suppliers restrict our access to their
products and services or otherwise make our services unnecessary or less
attractive to travelers, we would experience significant harm to our business
and operating results.  None of these suppliers are obligated to sell their
products or services through us.  Some travel service providers may decide not
to sell their services online or through our services.  Some travel service
providers have initiated direct online distribution channels and, in some cases,
have offered reduced rates directly to major business customers.

Revenues derived from some of our customers are dependent on the commissions
customarily paid by travel suppliers for purchases made through our travel
procurement services.  These travel suppliers are not obligated to pay any
specified commissions or to pay commissions at all.  As a result, travel
suppliers may reduce current commission rates or eliminate such commissions
entirely, which could significantly harm our business and operating results.

Our travel procurement services depend on our ability to access computer
reservation systems.  Our travel procurement services are limited to those
travel suppliers whose services and products are available through the computer
reservation systems we access.  These travel suppliers may not continue to sell
services or products through the computer reservation systems to which we have
access.  In addition, we may not be able to extend our existing relationships to
a wider array of travel services or maintain or establish new relationships with
computer reservation systems.  Our failure to do so would significantly harm our
business and operating results.

We currently transact a significant amount of our business through the
Galileo International computer reservation system. If our agreement to use the
Galileo International system were terminated, we would be unable to process
travel transactions for a significant number of our customers.  Our agreement
with Galileo terminates on June 30, 2001, although either party to the agreement
may terminate the agreement if the other party becomes insolvent or ceases or
suspends its operations, or if the other party fails to perform its obligations
under the agreement and this failure continues for a period of 30 business days.

A decline in the travel industry will significantly harm our business.
Our business and future growth are dependent on the travel industry. We
currently derive substantially all of our revenues from our Internet-based
travel procurement and supply services. Any decline in the travel industry would
significantly harm our business and operating results. The travel industry is
sensitive to changes in economic conditions and tends to decline during general
economic downturns and recessions. The travel industry is also highly
susceptible to events beyond our control, such as fuel price escalation, travel
related accidents, extreme weather conditions, labor disputes, terrorist
activities, the outbreak or threat of military hostilities and other adverse
occurrences.

Our strategy to provide our services in the market for Internet-based
procurement and supply of indirect goods and services is unproven and may
fail.  One of our strategies is to apply our existing expertise in the
travel market to provide services for the Internet-based procurement and supply
of other indirect goods and services.  The pursuit of this strategy may cause us
to expend significant time and resources on the development of new services.
However, this strategy may not be successful. If we are unsuccessful, we may not
be able to recover the costs and expenses associated with developing and
implementing this strategy.

In addition, the time and attention of our management will have been
diverted.  Consequently, our business and operating results may be significantly
harmed. In addition, the markets for Internet-based procurement and supply of
indirect goods and services are extremely competitive.  When and if we enter
markets for the Internet-based procurement and supply of indirect goods and
services other than travel, we may not be able to compete successfully.  Several
companies have been competing in the Internet-based procurement and supply of
indirect goods and services markets for the past several years and consequently
have a larger customer base than we do.  We may not be successful in selling our
services to their existing customers or competing for future customers.  We
expect that competition in these markets will intensify as current competitors
expand their product offerings and new competitors enter these markets.  Because
there are relatively low barriers to entry in the electronic commerce market,
competition from other established and emerging companies may develop in the
future.

Our strategy to expand internationally may not succeed and makes us much
more susceptible to risks from international operations.  We intend to
increase our international sales capabilities and operational presence.
However, we may not successfully increase our international sales capabilities
and operations.  Our international business activities are subject to a variety
of risks, including:

- reduced intellectual property protection in some countries could allow
others using our technology to compete against us or otherwise misappropriate
our intellectual property;
- the inccurrence of significant penalties if we do not comply with a wide
variety of complex foreign laws and treaties;
- difficulty in integrating international operations with existing operations;
- difficulty in staffing and managing international operations;
- the loss of revenues and asset values resulting from currency fluctuations;
- higher costs due to licenses, tariffs and other trade barriers;
- longer sales and payment cycles and greater difficulties in collecting
accounts receivable; and
- interruptions in our operations due to political and economic instability.

The expansion of our international sales capability and operations, will
require significant capital and other resources, may divert the attention of our
management and will further expose us to these risks. To date, we have not
adopted a hedging program to protect us from risks associated with currency
fluctuations. To the extent that we are unable to successfully expand
internationally or manage the expansion of our business into international
markets, our business and operating results could be harmed.

Our executive officers and certain key personnel are critical to our
business, and many of these officers and key personnel have only recently joined
us and may not remain with us in the future. The loss of one or more of our
executive officers or other key personnel could significantly harm our business
and operating results.  Any of our officers or key personnel can quit at any
time, and we cannot prevent them from joining our competitors or otherwise
competing with us.  If we are unable to retain or integrate any key personnel,
or if any key personnel join a competitor or otherwise compete with us, our
business and operating results could be significantly harmed.  Our future
success depends on the continued services and performance of our senior
management and other key personnel, particularly Gadi Maier, our president and
chief executive officer, and Ken Pelowski, our chief operating officer and chief
financial officer. Almost all of our senior management joined us recently,
including Mr. Maier, who joined us in December 1998, and Mr. Pelowski, who
joined us in March 1999.  In addition, between December 1998 and May 1999, we
hired our vice presidents of engineering, human resources, sales and services.
Because our management team has only worked together for a short period of time,
we do not know if our managers will effectively integrate into our operations or
work well together.  We do not have "key person" life insurance policies
covering any of our employees.

We rely on Exodus Communications to host and maintain our systems.  We
rely on Exodus Communications to provide us with and maintain the facilities,
power and climate control necessary to operate our computer hardware and
software.  If Exodus Communications fails to adequately host or maintain our
systems, our services could be disrupted and our business and operating results
could be significantly harmed.  Exodus Communications currently provides these
hosting and maintenance services for our computer hardware used to process
travel-related transactions.  Our agreement with Exodus Communications has a
term of six months and is automatically renewable for additional six-month
terms.  This agreement may be terminated by either party upon 60 days' notice to
the other party.

We incorporate software licensed from third parties and any defects or
significant interruption in the availability of these products could harm our
business.  We rely on third-party software for the development of our
products and services. For example, we use Apache SSL Server software to
configure presentation layers of each unique Web site, and our platforms are
based on commercially supported versions of the UNIX operating system.  Some of
the software we license from third parties would be difficult to replace. This
software may not continue to be available on commercially reasonable terms or at
all. The loss or inability to maintain any of these technology licenses could
result in delays in the sale of our services until equivalent technology, if
available, is identified, licensed and integrated. Such delays could harm our
business. We may not be able to replace the functionality provided by third-
party software currently offered with our services if that software is found to
be obsolete, defective or incompatible with future versions of our services or
if that software is discontinued or upgraded in such a way that it becomes
incompatible with our services. In addition, if this third-party software is not
adequately maintained or updated it may become incompatible with our current
services. The absence of, or any significant delay in, the replacement of third-party software
could result in delayed or lost sales and increased costs and
could harm our business and operating results.

We may not be able to develop services that contain the features and
functionality our customers demand.  If we fail to accurately determine the
features and functionality that our customers require and enhance our existing
services or develop new services, our current and potential customers will not
buy them.  Any failure to develop services that contain the features and
functionality our customers demand could harm our business and operating
results. To date, we have designed our services based in large part on feedback
from a limited number of current and potential customers. Therefore, the
features and functionality of our services may not adequately satisfy future
customer demands. Some of our customers may also require us to develop
customized features or capabilities, which would increase our costs and consume
our limited resources. In addition, we may not be able to develop customized
features in a cost-effective manner.

If we do not respond to rapid technological changes by introducing new
services, our services could become obsolete and our business would be seriously
harmed.  The development of our services entails significant technical,
financial and business risks.  We may not be able to successfully implement new
technologies or adapt our services to customer requirements or emerging industry
standards.  The Internet and electronic commerce are characterized by:

- rapid technological change;
- changes in user and customer requirements and preferences;
- frequent new product and service introductions embodying new technologies;
and
- the emergence of new industry standards and practices.

Any of these factors could render our services obsolete.

If we fail to modify or improve our services in response to evolving industry
standards, our services could rapidly become obsolete, which would harm our
business and operating results.  Uncertainties related to the timing and nature
of new product announcements, introductions or modifications by vendors of
operating systems, applications software and Internet browsers could harm our
business and operating results.

If the protection of our trademarks and other proprietary rights is
inadequate, our business could be harmed.  Our means of protecting our
proprietary rights may not be adequate.  We rely on trademark and copyright law,
trade secret protection and confidentiality or license agreements with our
employees, customers, partners and others to protect our proprietary rights.
These legal protections afford only limited protection for our trade secrets and
other intellectual property.  In addition, effective patent, trademark, service
mark, copyright and trade secret protection may not be available in every
country in which we offer our services.  Unauthorized parties may attempt to
copy or otherwise obtain and use our solutions or technology and our competitors
could independently develop similar technology.

We have filed applications for United States and European Union trademark
registrations for "GetThere".  We may not be able to secure these
registrations.  It is also possible that our competitors or others will adopt
service names similar to ours, thereby impeding our ability to build brand
identity and possibly leading to customer confusion.  Furthermore, the
relationship between regulations governing domain names and laws protecting
trademarks and similar proprietary rights is unclear.  Therefore, we may be
unable to prevent third parties from acquiring domain names that are similar to,
infringe upon or otherwise decrease the value of our trademarks and other
proprietary rights.

Policing unauthorized use of our intellectual property is difficult, and we
cannot be certain that the steps we have taken will prevent misappropriation of
our technology.  Furthermore, litigation may be necessary in the future to
enforce our intellectual property rights, to protect our trade secrets and
domain names and to determine the validity and scope of the proprietary rights
of others.  If third-parties prepare and file applications in the United States
that claim trademarks used or registered by us, we may oppose those applications
and be required to participate in proceedings before the United States Patent
and Trademark Office to determine priority of rights to the trademarks, which
could result in substantial costs to us.  Any litigation, arbitration or
priority proceeding to protect our trademarks and other proprietary rights, even
if not adverse, could result in substantial costs, diversion of development
resources and diversion of technical and management personnel and could
significantly harm our business and operating results.

Our business may be harmed if we are found to infringe proprietary rights
of others.  Third parties may claim infringement by us with respect to past,
current or future proprietary rights.  We expect that participants in our
industry will be increasingly subject to infringement claims as the number of
services and competitors in our industry segment grows.  Any such claim, whether
meritorious or not, could be time-consuming, result in costly litigation or
arbitration and diversion of technical and management personnel or require us to
develop non- infringing technology or to enter into royalty or licensing
agreements.  Such royalty or licensing agreements, if required, may not be
available on terms acceptable to us, or at all, and could significantly harm our
business and operating results.

We may be subject to potential trade name or trademark infringement claims
brought by owners of other registered trademarks or trademarks that incorporate
variations of the term GetThere.  Any claims or customer confusion related to
our trademarks, or our failure to obtain trademark registration, would harm our
business.  We are aware of a pending trademark application in the European Union
filed by a company for the mark GETTHERE!.  We have discussed the rights related
to this mark with this company, but we have not resolved this matter.  If it is
determined that this mark is validly held by this company, we may be unable to
use the mark in the European Union, which could significantly harm our ability
to expand our brand awareness and business operations in the European Union.  We
also use, and our customers use, trade names, trademarks and other similar
intellectual property of travel suppliers on Web sites supported or hosted by
us.  This use may result in claims of infringement or misuse brought by the
owners of this intellectual property.  Any claims or disputes of this type may
also damage the relationships we have with travel suppliers and preclude us from
using travel supplier trade names and other intellectual property, either of
which could significantly harm our business and operating results.

If we engage in acquisitions, we will incur a variety of costs, and the
anticipated benefits of the acquisition may never be realized.  We expect to
acquire or invest in businesses and to acquire technologies, services or
products that we believe are a strategic fit with our business.  The process of
integrating an acquired business, technology, service or product may result in
unforeseen operating difficulties and expenditures and may divert significant
management attention from the ongoing development of our business, which could
impair our relationships with our current employees, customers and strategic
partners.  Moreover, we may be unable to maintain uniform standards, controls,
procedures and policies in connection with any acquisition, and we may fail to
realize the anticipated benefits of any acquisition.  Future acquisitions or
equity investments could result in potentially dilutive issuance of equity
securities, a decrease of our cash, cash equivalents and short-term investments, and
the incurrence of debt, contingent liabilities and amortization expenses related
to goodwill and other intangible assets, any of which could significantly harm
our business and operating results.

In addition, recent proposed changes in the Financial Accounting Standards
Board rules for merger accounting may affect our ability to make acquisitions
and harm our business results if we complete any acquisitions. For example,
elimination of the "pooling" method of accounting for mergers could increase the
amount of goodwill that we would be required to record if we merge with another
company, which would significantly harm our future operating results.
Furthermore, accounting rule changes that reduce the availability of write-offs
for in-process research and development costs in connection with an acquisition
could result in the capitalization and amortization of such costs and negatively
impact our operating results in future periods.

Software defects could impair our ability to provide our services to our
customers.  Complex proprietary technology like ours frequently contains
defects or errors that may be detected only when the technology is in use.
Further, we often render implementation, consulting and other technical
services, which typically involve working with sophisticated software, computing
and networking systems.  From time to time, we experience software bugs, which
disrupt our operations.  We could fail to meet project milestones in a timely
manner or meet customer expectations as a result of any defects or errors.  Any
defect or failure to meet project milestones for services could result in loss
of or delay in revenues, loss of market share, failure to achieve market
acceptance, diversion of development resources, harm to our reputation,
increased insurance costs or increased service and warranty costs.  To address
these problems, we may need to expend significant capital and resources that may
not have been budgeted, and such problems may divert technical and management
personnel, which could significantly harm our business and operating results.

Online security failures could harm our business and operating
results.  The secure transmission of confidential information over the
Internet is a significant risk to electronic commerce, and any failure by us to
provide effective security would lead to a loss of customers.  Advances in
computer capabilities, new discoveries in security technology, breakdowns in our
security technology or other events or developments may result in a compromise
or breach of the algorithms we use to protect customer and transaction data.
Our servers are vulnerable to such security breaches, which could lead to
interruptions in our business, delays in access to our solutions, loss of data
or the inability to accept and confirm customer reservations.  A third party
that is able to circumvent our security systems could steal customer data or
other confidential or proprietary information or cause interruptions in our
operations or those of our customers, thus causing damage to our reputation and
loss of customers.  Security breaches could also expose us to a risk of loss or
litigation and possible liability for failing to secure confidential or
proprietary customer information.  Our insurance coverage may not be adequate to
reimburse us for losses caused by security breaches, and our security measures
may not prevent security breaches.  As a result, we may be required to expend a
significant amount of financial and other resources to protect against security
breaches or to alleviate any problems that they may cause.  These issues may
divert technical and management personnel. Security concerns and security
breaches of our services, as well as the products and services of others, could
significantly harm our business and operating results.

Our systems are subject to external events that may impact our ability to
conduct our business operations.  Currently, some of our systems are located
in our facilities in Menlo Park, California and other systems are hosted by
Exodus Communications in Santa Clara, California and Sterling, Virginia.  Our
systems and operations are vulnerable to damage or interruption from fire,
flood, power loss, telecommunications failure, break-in, earthquake and similar
events.  Menlo Park and Santa Clara are located on a primary fault line.  We
currently do not have a disaster recovery plan and do not carry sufficient
business interruption insurance to compensate us for losses that may occur.

Product liability claims could harm our business.  Our customers
utilize our services for their travel procurement and supply needs.  Any errors,
defects or other performance problems could result in financial or other damages
to our customers and prompt them to bring a product liability claim against us.
A product liability claim brought against us, even if unsuccessful, would likely
result in substantial costs and diversion of resources, management and other
personnel and could significantly harm our business and operating results.

If we experience significant credit card fraud, we will incur increased
costs.   If we fail to adequately control fraudulent credit card
transactions, our revenues and results of operations would be harmed because we
do not carry insurance against this risk.  Under current credit card practices,
we are liable for fraudulent credit card transactions because we do not obtain a
cardholder's signature.

Our officers, directors and entities affiliated with our officers and
directors beneficially own approximately 37% of our common stock.  Our
executive officers, directors and entities affiliated with our executive
officers and directors, in the aggregate, beneficially own approximately 37% of
our outstanding common stock as of January 31, 2000.  If they act together, they
will be able to influence matters requiring stockholder approval, including the
election of directors and the approval of mergers or other business combination
transactions.  To the extent these stockholders can prevent the approval of a
merger or acquisition, other stockholders may not be able to recognize a premium
on their shares.

United Air Lines and American Express have significant influence over our
management and business decisions.  Covia, a wholly owned subsidiary of
United Air Lines and the beneficial owner of approximately 29% of our common
stock as of January 31, 2000 has the right to elect and has elected two members
to our board of directors.

American Express, the beneficial owner of approximately 15% of our common
stock as of January 31, 2000 has the right to elect and has elected one member
to our board of directors.

We are subject to anti-takeover provisions that could delay or prevent an
acquisition of our company.  Provisions of our certificate of incorporation,
bylaws and Delaware law could make it more difficult for a third party to
acquire us, even if doing so would be beneficial to our stockholders.  We have
implemented a classified board.  In addition, some of our stockholders,
including United Air Lines, American Express, and America West Airlines are
subject to a standstill agreement preventing them from acquiring more than a
specified percentage of our voting securities.  This standstill agreement will
have the effect of making it more difficult for these stockholders to acquire
us.

The price of our stock will be volatile.  The market price for our
common stock is likely to be highly volatile, particularly since the market for
Internet-related stocks has experienced extreme price and volume fluctuations.
We expect our stock price to be subject to wide fluctuations as a result of a
variety of factors, including factors beyond our control. Such factors
include:

- actual or anticipated variations in our quarterly operating results;
- announcements of technological innovations or new products or services
by
us or by our competitors;
- publicity about our company, our services, our competitors or electronic
commerce in general;
- conditions or trends in the Internet and electronic commerce
industries;
- general volatility of the stock markets and the NASDAQ National Market in
particular;
- changes in the economic performance and/or market valuations of other
Internet, electronic commerce or travel companies;
- announcements by us or by our competitors of significant acquisitions,
strategic partnerships, joint ventures or capital commitments;
- additions or departures of key personnel;
- releases of lock-up or other transfer restrictions on our outstanding
shares of common stock or sales of additional shares of common stock; and
- potential litigation.

Because of this volatility, it is likely that we will fail to meet the
expectations of our stockholders at some time in the future, resulting in a
decline in our stock price.

We do not intend to pay any dividends.  We have never declared or paid
any cash dividends on our capital stock. We currently intend to retain any
future earnings for funding growth and, therefore, do not expect to pay any
dividends in the foreseeable future.  In addition, our lending facilities
contain certain restrictions on our ability to pay dividends.





Risks Related to the Electronic Commerce Market

Our business depends upon online travel procurement achieving market
acceptance. The online market for travel products and services is in its
infancy.  Any failure to achieve acceptance of our online travel services could
significantly harm our business and operating results.  We may not be able to
convince a large number of businesses to utilize online travel procurement
methods instead of traditional methods.  Furthermore, businesses that have
implemented our online services experience low adoption rates by their
employees.  Specific factors that could prevent widespread business acceptance
of online travel procurement methods include:



- competition from traditional travel procurement systems, such as travel
agencies;
- entrenched travel procurement systems;
- failure to provide adequate customer service;
- reliability of access to the Internet;
- lack of security on the Internet; and
- the development of Internet infrastructure and performance.

As a result of such factors, we may not be able to gain commercial acceptance
of our online travel services.

Our revenues may decrease if Internet usage growth or Internet
infrastructure development does not occur as projected.  The use of the
Internet as a means of transacting business is relatively new and has not been
accepted by all customers in the markets we have targeted.  As a result, the
market may not accept products and services that rely on the Internet, such as
ours.  If the growth rate of Internet usage in our targeted markets is less than
expected our revenues will suffer.  The Internet as a means of conducting
business may not continue to grow at a rate similar to its historical rate, if
at all.

In addition, the Internet may not be accepted as a viable long-term
commercial marketplace for a number of reasons, including potentially inadequate
development of the necessary network infrastructure or delayed development of
enabling technologies and performance improvements.  Our success will depend, in
large part, upon third parties maintaining the Internet infrastructure to
provide a reliable network backbone with the speed, data capacity, security and
hardware necessary for reliable Internet access and services.  The recent growth
in Internet traffic has caused frequent periods of decreased performance.  The
infrastructure may not be able to support these demands and the performance and
reliability of the Internet may decline.  If outages or delays on the Internet
occur frequently or increase in frequency, overall Internet usage including
usage of our services could grow more slowly or decline.  Our ability to
increase the speed and scope of our services to customers is ultimately limited
by and depends upon the speed and reliability of both the Internet and our
customers' internal networks.  Furthermore, changes in, or insufficient
availability of, telecommunications services to support the Internet also could
result in slower response times and adversely affect usage of the Internet
generally and by our customers in particular.  Consequently, the emergence and
growth of the market for our services depends upon improvements being made to
the entire Internet infrastructure as well as to our individual customers'
networking infrastructures to alleviate overloading and congestion.  If these
improvements are not made, the ability of our customers to utilize our services
will be hindered, which will significantly harm our business and operating
results.



Future regulation of the Internet may slow its growth, resulting in decreased
demand for our solutions and increased costs of doing business.  Laws
governing the Internet remain largely unsettled, even in areas where there has
been some legislative action.  It may take years to determine whether and to
what extent 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, the
result of which may be to impose additional burdens on companies conducting
business online. The adoption or modification of laws or regulations relating to
the Internet could significantly harm our business and operating results.



Item 2.  Properties

Our executive offices are located in Menlo Park, California, where we lease
approximately 66,000 square feet under a lease that expires in May 2004.  We
also lease approximately 6,000 square feet of office space in Palo Alto,
California, under leases with varying expiration dates through March 2001.  We
have a call center located in Fort Lauderdale, Florida, where we lease
approximately 10,000 square feet under leases with varying expiration dates
through May 2001.  We also have a sales office in the United Kingdom, where we
lease approximately 300 square feet.  We have entered into a lease for
approximately 14,000 square feet for an engineering development center in
Dallas, Texas, under a lease that expires in February 2004.



Item 3.  Legal Proceedings

GetThere is not aware of any pending legal proceedings against the Company
that, individually or in the aggregate, would have a material adverse effect on
its business, results of operations or financial condition.  We may in the
future be party to litigation arising in the course of our business, including
claims that we allegedly infringe third-party patents, trademarks and other
intellectual property rights.  These claims even if not meritorious, could
result in the expenditure of significant financial and managerial resources.



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

During the quarter ended January 31, 2000, the Company submitted the
following matters to its shareholders by written consent:

Pursuant to a written consent of the stockholders of the Company in November
1999, the stockholders of the Company approved the Amended and Restated
Certificate of Incorporation of the Company, which was filed in substantially
the same form with the Secretary of State of the State of Delaware upon the
closing of the Company's initial public offering.  The stockholders also
approved the Company's 1999 Stock Incentive Plan, 1999 Employee Stock Purchase
Plan and 1999 Directors' Stock Option Plan, which were implemented upon the
closing of the Company's initial public offering.  Holders of approximately 58%
of the Company's common stock and 99% of the Company's preferred stock consented
to the above actions and no stockholders voted against such actions.



Item 4A.  Executive Officers of the Registrant

As of January 31, 2000, the names and ages of our executive officers were as
follows:

`Name              Age                   Position
  -------------------------  -----  ----------------------------------------
  Gadi Maier  ...........      42   President and Chief Executive Officer
  Kenneth R. Pelowski  ..      40   Chief Operating Officer and
                                      Chief Financial Officer
  Daniel Whaley  ........      31   Chief Technology Officer
  Eric R. Sirkin  .......      47   Vice President, Engineering and
                                      Operations`



Gadi Maier has served as President, Chief Executive Officer and as a Director
since January 1999.  From August 1997 to December 1998, he served as Chief
Executive Officer of Memco Software, which provides security technology as well
as UNIX and NT security software.  Prior to Memco, Mr. Maier served as Vice
President and General Manager for Cisco Systems' Internet Business Unit from
June 1996 to August 1997.  From September 1988 to June 1996, Mr. Maier worked at
Oracle Corporation, where he held various senior management positions, including
founder of Oracle/Japan, General Manager for new technologies, and head of
worldwide sales and operations for the Network Computer Division.  Mr. Maier
received his B.S. in Natural Resource Economics as well as his M.B.A. in
Marketing and Finance from the University of California, Berkeley.

Kenneth R. Pelowski has served as Chief Operating Officer and Chief Financial
Officer since March 1999 and as a Director since October 1999.  From September
1997 to March 1999, he served as Executive Vice President and Chief Financial
Officer of Preview Travel, a company that provides online travel services for
small business and leisure travelers.  From July 1996 to August 1997, Mr.
Pelowski served as Vice President of Corporate Development for General
Instruments.  From March 1995 to July 1996, he worked at Quantum Corporation,
where he served as Vice President for Corporate Planning and Development.  Prior
to this, Mr. Pelowski spent seven years at Sun Microsystems, where he served as
Senior Director for Corporate Development.  Mr. Pelowski holds a B.S.E. in
Electrical Engineering from the University of Michigan, an M.S.E. in Computer
Engineering from Wayne State University, and an M.B.A. from the University of
Michigan.

Daniel Whaley is one of the founders of GetThere and has served as a Director
since August 1995.  He is currently serving as our Chief Technology Officer.
Previously, he held the positions of President and Vice President of
Engineering.  Prior to founding GetThere, Mr. Whaley served as Vice President of
Sunnyside Computing from March 1994 to April 1995.  He holds a B.A. in English
from the University of Illinois.

Eric R. Sirkin has served as Vice President of Engineering since December
1998.  From August 1998 to December 1998, he acted as Vice President of
Engineering at Filanet Corporation, which creates networking products for
computer systems.  From December 1997 to April 1998, Dr. Sirkin served as Vice
President of Product Development at Signafy Corporation, a software application
company.  From January 1991 to March 1997, Dr. Sirkin served as Director of
Interactive Media Systems at Apple Computer, Inc.  Earlier in his eighteen-year
career in the computer industry, Dr. Sirkin held various positions at Xerox Palo
Alto Research Corporation and Zoran Corporation.  Dr. Sirkin received his B.S.C.
in Chemistry from the University of Wisconsin at Madison and his Ph.D in
Chemistry from the University of California, Berkeley.



PART II

Item 5.  Market Price of and Dividends on the Registrant's Common Stock
and Related Stockholder Matters.

The Company's stock has been traded on the NASDAQ National Market System
since the Company's initial public offering on November 23, 1999, under the
NASDAQ symbol GTHR.  The following table sets forth, for the period indicated,
the high and low closing sales prices for the Company's common stock as reported
by NASDAQ:

`Year Ended January 31, 2000                            High       Low
---------------------------------------------------- --------- ---------

 Fourth quarter...................................    $50.000   $24.500`

As of January 31, 2000, there were approximately 203 holders of record of the
Company's common stock.

The Company has never paid cash dividends on its common stock.  The Company
currently intends to retain earnings, if any, for use in its business and does
not anticipate paying any cash dividends in the foreseeable future.

Use of Proceeds

GetThere completed the initial public offering of its common stock in
November 1999.  The shares of the common stock sold in the offering were
registered under the Securities Act of 1933, as amended, on a Registration
Statement on Form S-1 (No. 333-87161).  The Securities and Exchange Commission
declared the Registration Statement effective on November 22, 1999.

The offering commenced on November 23, 1999 and terminated on November 28,
1999 after we had sold all of the 5,750,000 shares of common stock registered
under the Registration Statement (including 750,000 shares sold in connection
with the exercise of the underwriters' over-allotment option).  The initial
public offering price was $16.00 per share for an aggregate initial public
offering of $92.0 million.

We paid a total of $6.4 million in underwriting discounts and commissions and
approximately $2.6 million has been or will be paid for costs and expenses
related to the offering.  None of the costs and expenses related to the offering
were paid directly or indirectly to any director, officer, general partner of
GetThere or their associates, persons owning 10 percent or more of any class of
equity securities of GetThere or an affiliate of GetThere.

After deducting the underwriting discounts and commissions and the offering
expenses the estimated net proceeds to GetThere from the offering were
approximately $83.0 million. The net offering proceeds have been used for
general corporate purposes, to provide working capital to develop products and
to expand the Company's operations.  Funds that have not been used have been
invested in money market funds, certificate of deposits and other investment
grade securities.  We also may use a portion of the net proceeds to acquire or
invest in businesses, technologies, products or services.

Item 6.  Selected Consolidated Financial Data



**GETTHERE.COM, INC.
                     (in thousands, except per share data)Consolidated Statement of Operations Data:**

`Inception
                                                   through             Years Ended January 31,
                                                 January 31, ---------------------------------------
                                                    1996       1997      1998      1999      2000
                                                 ----------- --------- --------- --------- ---------
                                                 (unaudited)
Revenues:
  Transaction  .................................       $129      $253    $2,098    $4,932   $14,142
  Professional service  ........................         14       329       903     1,515     1,310
                                                 ----------- --------- --------- --------- ---------
    Total revenues  ............................        143       582     3,001     6,447    15,452

Cost of revenues  ..............................         17       134     1,680     4,292    10,923
                                                 ----------- --------- --------- --------- ---------
Gross profit  ..................................        126       448     1,321     2,155     4,529
                                                 ----------- --------- --------- --------- ---------
Operating expenses:
  Research and development  ....................        118       906     2,266     4,113     5,274
  Sales and marketing  .........................        109     1,030     2,393     5,732     8,822
  General and administrative  ..................         81     1,962     2,887     6,127    17,491
  Stock-based compensation  ....................        --         20       103     2,005    22,185
                                                 ----------- --------- --------- --------- ---------
    Total operating expenses  ..................        308     3,918     7,649    17,977    53,772
                                                 ----------- --------- --------- --------- ---------
Loss from operations  ..........................       (182)   (3,470)   (6,328)  (15,822)  (49,243)

Interest income/(expense), net  ................        --         33       (30)      173     1,445
                                                 ----------- --------- --------- --------- ---------
Net loss  ..............................               (182)   (3,437)   (6,358)  (15,649)  (47,798)
Accretion of series B, C, and E redeemable
  convertible preferred stock  .................        --          --      (51)     (309)   (1,094)
                                                 ----------- --------- --------- --------- ---------
Net loss attributable to common stockholders  ..      ($182)  ($3,437)  ($6,409) ($15,958) ($48,892)
                                                 =========== ========= ========= ========= =========

Basic and diluted net loss per share  ..........     ($0.06)   ($1.22)   ($1.81)   ($4.03)   ($5.16)
                                                 =========== ========= ========= ========= =========

Shares used in computing basic and diluted
  net loss per share   .........................      3,000     2,827     3,537     3,957     9,478
                                                 =========== ========= ========= ========= =========

Pro forma basic and diluted net loss per share                                     ($1.05)   ($1.17)
                                                                                 ========= =========
Shares used in computing pro forma
  basic and diluted net loss per share  ........                                   14,917    40,768
                                                                                 ========= =========`

**Consolidated Balance Sheet Data:**

`As of January 31,
                                                 ----------- --------- --------- --------- ---------
                                                    1996       1997      1998      1999      2000
                                                 ----------- --------- --------- --------- ---------
                                                 (unaudited)
Cash, cash equivalents and
  short-term investments  ......................         $3      $579    $1,332   $15,802  $148,246
Working capital (deficit)  .....................       (143)     (152)     (842)   12,089   140,088
Total assets  ..................................        146     1,426     4,390    20,806   174,178
Mandatorily redeemable convertible
  preferred stock  .............................        --         --    10,784    32,901        --
Total stockholders' equity (deficit)  ..........      ($185)  ($3,558)  ($9,854) ($20,382) $156,412`





The following table sets forth data from our statement of operations and
also presents such data as a percentage of total revenue.  The statement of
operations data has been derived from our unaudited financial statements, which
have been prepared on substantially the same basis as our audited financial
statements and include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the financial information for
the periods presented.  You should read this information in conjunction with our
financial statements and the notes thereto.  Our operating results in any
quarter are not necessarily indicative of the results that may be expected for
any future period.

**GETTHERE.COM, INC.
                           Quarterly Financial Data
                     (in thousands, except per share data)**

`Three Months Ended
                                         -------------------------------------------------------------------------------
                                         Apr. 30,   Jul 31,   Oct. 31  Jan. 31,  Apr. 30,   Jul 31,   Oct. 31  Jan. 31,
                                           1998      1998      1998      1999      1999      1999      1999      2000
                                         --------- --------- --------- --------- --------- --------- --------- ---------
Consolidated Statement of Operations Data:
Revenues:
  Transaction  ........................    $1,057    $1,033    $1,372    $1,470    $1,930    $2,932    $3,975    $5,305
  Professional service  ...............       253       366       451       445       380       356       390       184
                                         --------- --------- --------- --------- --------- --------- --------- ---------
    Total revenues  ...................     1,310     1,399     1,823     1,915     2,310     3,288     4,365     5,489

Cost of revenues  .....................       763       860     1,258     1,411     1,655     2,318     3,130     3,820
                                         --------- --------- --------- --------- --------- --------- --------- ---------
Gross profit  .........................       547       539       565       504       655       970     1,235     1,669

Operating expenses:
  Research and development  ...........       829       897     1,065     1,322       873       946     1,635     1,820
  Sales and marketing  ................     1,270     1,252     1,520     1,690     1,580     2,032     2,459     2,751
  General and administrative  .........     1,269     1,418     1,762     1,678     2,376     4,597     4,941     5,577
  Stock-based compensation  ...........       170       391       479       965     3,523     5,893     6,304     6,465
                                         --------- --------- --------- --------- --------- --------- --------- ---------
    Total operating expenses  .........     3,538     3,958     4,826     5,655     8,352    13,468    15,339    16,613
                                         --------- --------- --------- --------- --------- --------- --------- ---------
Loss from operations  .................    (2,991)   (3,419)   (4,261)   (5,151)   (7,697)  (12,498)  (14,104)  (14,944)

Interest income/(expense), net  .......      (111)       29       140       115       (12)     (137)       41     1,553
                                         --------- --------- --------- --------- --------- --------- --------- ---------
Net loss  .............................   ($3,102)  ($3,390)  ($4,121)  ($5,036)  ($7,709) ($12,635) ($14,063) ($13,391)
                                         ========= ========= ========= ========= ========= ========= ========= =========

Revenues:

                                                                       As a Percentage of Total Revenue
                                         -------------------------------------------------------------------------------
                                         Apr. 30,   Jul 31,   Oct. 31  Jan. 31,  Apr. 30,   Jul 31,   Oct. 31  Jan. 31,
                                           1998      1998      1998      1999      1999      1999      1999      2000
                                         --------- --------- --------- --------- --------- --------- --------- ---------
  Transaction  ........................      80.7%     73.8%     75.3%     76.8%     83.5%     89.2%     91.1%     96.7%
  Professional service  ...............      19.3%     26.2%     24.7%     23.2%     16.5%     10.8%      8.9%      3.3%
                                         --------- --------- --------- --------- --------- --------- --------- ---------
    Total revenues  ...................     100.0%    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%    100.0%

Cost of revenues  .....................      58.2%     61.5%     69.0%     73.7%     71.6%     70.5%     71.7%     69.6%
                                         --------- --------- --------- --------- --------- --------- --------- ---------
Gross profit  .........................      41.8%     38.5%     31.0%     26.3%     28.4%     29.5%     28.3%     30.4%

Operating expenses:
  Research and development  ...........      63.3%     64.1%     58.4%     69.0%     37.8%     28.8%     37.5%     33.2%
  Sales and marketing  ................      97.0%     89.5%     83.4%     88.3%     68.4%     61.8%     56.3%     50.1%
  General and administrative  .........      96.8%    101.3%     96.7%     87.6%    102.9%    139.8%    113.2%    101.6%
  Stock-based compensation  ...........      13.0%     28.0%     26.3%     50.4%    152.5%    179.2%    144.4%    117.8%
                                         --------- --------- --------- --------- --------- --------- --------- ---------
    Total operating expenses  .........     270.1%    282.9%    264.8%    295.3%    361.6%    409.6%    351.4%    302.7%
                                         --------- --------- --------- --------- --------- --------- --------- ---------
Loss from operations  .................    -228.3%   -244.4%   -233.8%   -269.0%   -333.2%   -380.1%   -323.1%   -272.3%

Interest income/(expense), net  .......      -8.5%      2.1%      7.7%      6.0%     -0.5%     -4.2%      0.9%     28.3%
                                         --------- --------- --------- --------- --------- --------- --------- ---------
Net loss  .............................    -236.8%   -242.3%   -226.1%   -263.0%   -333.7%   -384.3%   -322.2%   -244.0%
                                         ========= ========= ========= ========= ========= ========= ========= =========`





Item 7.  Management Discussion and Analysis of Financial Condition and
Results of Operations

This discussion and analysis contains forward-looking statements that
involve risks, uncertainties and assumptions.  The actual results may differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including but not limited to, those set forth in Item
1 above, including the section "Risk Factors", and the risks discussed
in our other SEC filings including our quarterly reports on Form 10-Q to be
filed in fiscal year 2001.  The following discussion and analysis of the
financial condition and results of operations of the Company should be read in
conjunction with the "Selected Consolidated Financial Data" and the
Company's consolidated financial statements and related notes appearing
elsewhere in this Annual Report.

Overview

GetThere is a leading provider of Internet-based business-to-business travel
procurement and supply solutions.  We were incorporated in August 1995 as
Internet Travel Network Inc., and we changed our name to GetThere, Inc. in July
1999.  In 1995, we launched our
www.itn.net Web site, an Internet-based travel
reservation system targeted at consumers and small businesses.  In response to
interest from Internet-based content and electronic commerce providers and
travel agencies, we began to offer travel services for these companies' Web
sites.  In 1996, we introduced our service to businesses.  In 1997, we
introduced our service to travel suppliers.  In 1998, we continued to expand our
customer base of businesses, and we expanded our relationship with United Air
Lines to include online offerings of unused capacity and the ability to provide
online one-way ticket upgrades.  In 1999, we continued to expand our
relationship with United Air Lines by offering online frequent flyer mileage
redemption.  In 2000, we combined our previous offerings to businesses, travel
suppliers and Internet-based content and electronic commerce providers into a
new service called the GetThere Exchange.

In September 1999, we entered into an agreement with American Express under
which American Express agreed to promote and sell our Internet-based travel
procurement services to its customers and potential customers.  In January 2000,
we transferred our
 Web site to American Express in order
to increase our focus on the business-to-business market.

We generate revenues primarily from processing travel-related transactions,
such as booking and ticketing reservations, and performing professional
services.  These revenues are generated from business customers, travel
suppliers and other customers using our GetThere Exchange.  Transaction revenues
are comprised primarily from per transaction fees charged to businesses and
travel suppliers, commissions earned in connection with making on-line travel
related reservations, and providing related traveler support services for
customers seeking technical and travel assistance.  In addition, our transaction
revenues include fees received from computer reservation system companies for
making travel reservations on that computer reservation system, hosting fees
charged to gain access to our services and the sale of advertising on our
www.itn.net Web site and the Web sites of some of our customers.  Transaction
revenues are recognized as the transactions are performed or when the commission
is received or, with respect to hosting fees, when invoiced.  In the case of
advertising, we recognize revenues on a per impression basis after a specified
minimum number of impressions have been delivered.  Professional service
revenues primarily consist of implementation and customization fees associated
with the deployment and on-going customization of our solutions.  Professional
service revenues are recognized over the term of the underlying contract for
standard implementations and on a percentage of completion basis for custom
development work.

Our gross margins are affected by numerous factors, such as the mix of
transaction revenues and professional service revenues, and the mix of
transaction revenues from our customers.  We generally receive higher gross
margins on transaction revenues than from professional service revenues and
higher gross margins from business customers than from travel supplier
customers.  Our gross margins are also affected by personnel and infrastructure
expenditures, which are expected to increase substantially in the future.  As a
result, our gross margins may decrease unless we are able to significantly
increase our revenues.

Stock-based compensation represents the difference between the deemed fair
value of our common stock on the date options were granted or stock was issued
and the exercise or purchase price of our options or stock.  This amount is
included as a reduction of stockholders' equity and is amortized over the
vesting period of the individual options or stock, generally four years.

United Air Lines, one of our principal stockholders through its wholly owned
subsidiary Covia LLC, directly accounted for $1.5 million and $7.3 million, or
approximately 25% and 47%, of our total revenues for the fiscal year ended
January 31, 1999 and 2000, respectively.

We have experienced and expect to continue to experience seasonality in our
business, reflecting seasonal fluctuations in the travel industry, Internet
usage and advertising expenditures.  Business travel bookings typically decline
during the fourth quarter of each calendar year due to decreased business travel
during the holiday season.  Furthermore, consumer travel bookings typically
increase during the second quarter of each calendar year in anticipation of
summer travel.  Internet usage and the rate of growth of such usage typically
decline during the summer.





Results of Operations

The following table sets forth the percentages that
income statement items are to total revenues for the years ended January 31,
1998, 1999 and 2000:

`Year Ended January 31,
                                               ---------------------------------
                                                  1998       1999       2000
                                               ---------- ---------- -----------
Revenues:
  Transaction  ...............................      69.9%      76.5%       91.5%
  Professional service  ......................      30.1%      23.5%        8.5%
                                               ---------- ---------- -----------
                                                   100.0%     100.0%      100.0%

Cost of revenues  ............................      56.0%      66.6%       70.7%
                                               ---------- ---------- -----------
Gross profit  ................................      44.0%      33.4%       29.3%
                                               ---------- ---------- -----------
Operating expenses:
  Research and development  ..................      75.5%      63.8%       34.1%
  Sales and marketing  .......................      79.7%      88.9%       57.1%
  General and administrative  ................      96.2%      95.0%      113.2%
  Stock-based compensation  ..................       3.5%      31.1%      143.6%
                                               ---------- ---------- -----------
    Total operating expenses  ................     254.9%     278.8%      348.0%
                                               ---------- ---------- -----------
Loss from operations  ........................    -210.9%    -245.4%     -318.7%

Interest income/(expense), net  ..............      -1.0%       2.7%        9.4%
                                               ---------- ---------- -----------
Net loss  ....................................    -211.9%    -242.7%     -309.3%
                                               ========== ========== ===========`

Comparisons of the Fiscal Years Ended January 31, 1999
and 2000

Revenues.  Revenues increased 140% from $6.4 million for the
fiscal year ended January 31, 1999 to $15.5 million for the fiscal year ended
January 31, 2000, due primarily to an increase in the number of transactions
from businesses, travel suppliers, Internet-based content and electronic
commerce providers and travel agencies.  Transaction revenues increased 187%
from $4.9 million for the fiscal year ended January 31, 1999 to $14.1 million
for the fiscal year ended January 31, 2000.  This increase was primarily due to
an increase in the number of transactions processed which resulted from
increased use of our services by our existing customers, the addition of new
customers, and the growth in hosting revenues from new and existing customers.
The number of transactions grew 172% from 513,000 for the fiscal year ended
January 31, 1999 to 1.4 million for the fiscal year ended January 31, 2000.
Professional service revenues decreased 13.5% from $1.5 million for the fiscal
year ended January 31, 1999 to $1.3 million for the fiscal year ended January
31, 2000.  This decrease was primarily due to a decrease in custom development,
partially offset by increased number of implementations.

In March 2000, United Air Lines notified us that because its call centers
have excess capacity, it intends to transfer most of the support activities we
currently perform for it back to United.  The transfer will likely commence in
November 2000 and continue through March 2001.  During fiscal 2000, we
recognized $2.6 million of support revenue from United Air Lines.  The
anticipated loss of this support could have a material impact on our
revenues.

Cost of Revenues.  Cost of revenues increased from $4.3 million, or 66.6%
of revenues for the fiscal year ended January 31, 1999 to $10.9 million or 70.7%
of revenues for the fiscal year ended January 31, 2000.  This increase in
dollars primarily resulted from hiring and training of additional personnel for
customer support, professional services and data center operations, and costs
associated with integrating our dedicated traveler support center.



Gross margins declined from 33.4% for the fiscal year ended January 31, 1999
to 29.3% for the fiscal year ended January 31, 2000.  This decrease was
primarily due to an increase in spending associated with the expansion of our
traveler support organization and investments in additional personnel and
infrastructure to add transaction-processing capacity in anticipation of future
growth.

Research and Development.  Research and development expenses increased
from $4.1 million, or 63.8% of revenues for the fiscal year ended January 31,
1999 to $5.3 million, or 34.1% of revenues for the fiscal year ended January 31,
2000.  The increase in dollars was primarily due to the addition of personnel,
equipment and consulting fees to support the continued development of our
services.  We believe that continued research and development expenditures are
necessary to maintain our competitive position and meet our strategic goals, and
therefore we expect that these costs will continue to increase in absolute
dollar amounts in future periods.

Sales and Marketing.  Sales and marketing expenses increased from $5.7
million, or 88.9% of revenues for the fiscal year ended January 31, 1999 to $8.8
million, or 57.1% of revenues for the fiscal year ended January 31, 2000.  These
increase in dollars were primarily due to the addition of personnel, increased
promotional and advertising expenditures, and increased expenses associated with
the sale and distribution of our services.  We believe these expenses will
continue to increase in absolute dollar amounts in future periods as we expect
to continue to expand our sales and marketing efforts.

General and Administrative.  General and administrative expenses
increased from $6.1 million, or 95.0% of revenues for the fiscal year ended
January 31, 1999 to $17.5 million, or 113% of revenues for the fiscal year ended
January 31, 2000.  This increase in dollars primarily resulted from an increase
in personnel and related recruiting costs, depreciation and an increase in
professional services and other general corporate expenses to support the future
growth of the Company.  We believe that these expenditures will continue to
increase in absolute dollar amounts in future periods.

Stock-based Compensation.  We recorded aggregate amortization of
stock-based compensation expenses of $2.0 million in the fiscal year ended
January 31, 1999 and $22.2 million in the fiscal year ended January 31, 2000.

Interest Income (Expense), Net.  Our interest income was $173,000 for
the fiscal year ended January 31, 1999, increasing to $1.4 million for the
fiscal year ended January 31, 2000.  The increase was due to an increase in
interest income from higher invested cash balances resulting from our series C
and E convertible preferred stock financing and completion of our initial public
offering on November 23, 1999.



Comparisons of the Fiscal Years Ended January 31, 1998 and 1999

Revenues.  Revenues increased 114.8% from $3.0 million for the fiscal
year ended January 31, 1998 to $6.4 million for the fiscal year ended January
31, 1999, due primarily to an increase in the number of transactions from
businesses, travel suppliers, Internet-based content and electronic commerce
providers and travel agencies.  Transaction revenues increased 135.1% from $2.1
million for the fiscal year ended January 31, 1998 to $4.9 million for the
fiscal year ended January 31, 1999.  This increase was primarily due to an
increase in the number of transactions processed, which resulted from increased
use of our services by our existing customers, the addition of new customers,
and the growth in hosting revenues from new and existing customers.  The number
of transactions grew 294.6% from 130,000 for the fiscal year ended January 31,
1998 to 513,000 for the fiscal year ended January 31, 1999.  Professional
service revenues increased 67.8% from $903,000 for the fiscal year ended January
31, 1998 to $1.5 million for the fiscal year ended January 31, 1999.  This
increase was primarily due to an increase in the number of custom development
projects for new and existing customers and growth in the number of new
customers.



Cost of Revenues.  Cost of revenues increased from $1.7 million, or 56.0%
of revenues for the fiscal year ended January 31, 1998 to $4.3 million, or 66.6%
of revenues for the fiscal year ended January 31, 1999. This increase in dollars
primarily resulted from the hiring and training of additional personnel for
customer support, professional services and data center operations.

Gross margins declined from 44.0% for the fiscal year ended January 31, 1998
to 33.4% for the fiscal year ended January 31, 1999, due to our investment in
additional personnel and infrastructure to add transaction processing capacity
in anticipation of future growth.

Research and Development.  Research and development expenses increased
from $2.3 million, or 75.5% of revenues for the fiscal year ended January 31,
1998 to $4.1 million or 63.8% of revenues for the fiscal year ended January 31,
1999.  These increases in dollars were primarily due to the addition of
personnel, depreciation expenses, recruiting, and consulting fees to support the
continued development of our services.

Sales and Marketing.  Sales and marketing expenses increased from $2.4
million, or 79.8% of revenues for the fiscal year ended January 31, 1998 to $5.7
million or 88.9% of revenues for the fiscal year ended January 31, 1999.  These
increases in dollars were primarily due to the addition of personnel, increased
promotional and advertising expenditures, increased sales commission associated
with increased revenue growth and increased expenses associated with the sale
and distribution of our services.

General and Administrative.  General and administrative expenses
increased from $2.9 million, or 96.2% of revenues for the fiscal year ended
January 31, 1998 to $6.1 million, or 95.0% of revenues for the fiscal year ended
January 31, 1999.  This increase in dollars primarily resulted from an increase
in personnel and related recruiting costs, depreciation, an increase in
professional services and other general corporate expenses.

Stock-based Compensation. We recorded aggregate amortization of stock-based
compensation expenses of $103,000 in the fiscal year ended January 31,
1998 and $2.0 million in the fiscal year ended January 31, 1999.

Interest Income (Expense), Net.  Our net interest expense increased
from ($30,000) for the fiscal year ended January 31, 1998 to net interest income
of $173,000 for the fiscal year ended January 31, 1999.  The increase to net
interest income in the year ended January 31, 1999, was due to an increase in
interest income due to higher invested cash balances resulting from our series C
convertible preferred stock financing.



Liquidity and Capital Resources

We have financed our operations primarily through private sales of capital
stock, a bank loan, equipment leases and our initial public offering.  As a
result of financing agreements for the sale of our series C and series E
convertible preferred stock entered into in August and September 1999, we raised
$72.6 million in net proceeds. In November 1999, we repurchased 500,000 shares
of series C convertible preferred stock and 200,000 shares of series E
convertible preferred stock for an aggregate amount of $5.1 million.  In
November 1999, we completed the initial public offering of our common stock and
realized net proceeds from the offering of approximately $83.9 million.

Net cash used in operating activities was $4.6 million for the fiscal year
ended January 31, 1998 and was primarily attributable to our net loss of $6.4
million, partially offset by an increase in deferred revenue of $591,000
resulting from increased revenues, an increase in accounts payable of $951,000
and an increase in accrued liabilities of $259,000 resulting from increased
expenses.  Net cash used in operating activities was $11.4 million for the
fiscal year ended January 31, 1999 and was primarily attributable to our net
loss of $15.6 million and, to a lesser extent, an increase in accounts
receivable of $937,000, partially offset by depreciation and amortization of
$1.5 million, amortization of unearned compensation of $2.0 million, an increase
in provision for doubtful account of $508,000 and an increase in accrued
liabilities of $981,000.  Net cash used in operating activities was $21.0
million for the fiscal year ended January 31, 2000, and was primarily
attributable to our net loss of $47.8 million and, to a lesser extent, an
increase in accounts receivable of $2.4 million, partially offset by
depreciation and amortization of $5.3 million, amortization of unearned
compensation of $22.2 million and increase in deferred revenue of $1.3 million.

Net cash used in investing activities was $2.0 million for the fiscal year
ended January 31, 1998, and was attributable to purchase of property and
equipment of $2.0 million.  Net cash used in investing activities was $10.5
million for the fiscal year ended January 31, 1999 and was primarily
attributable to short-term investing of $7.5 million and the acquisition of
property and equipment of $2.9 million, which consists primarily of computer
equipment, leasehold improvements, and furniture and fixtures.  Net cash used in
investing activities of $72.9 million for the fiscal year ended January 31, 2000
was primarily attributable to purchase of short-term investments of $83.6
million and purchase of property and equipment of $9.5 million, partially offset
by proceeds from sales of short-term investments of $21.0 million.

Net cash provided by financing activities of $7.3 million for the fiscal year
ended January 31, 1998 was primarily attributable to issuing $6.5 million of
preferred stock and warrants and securing $838,000 of capital lease and bank net
borrowings.  Net cash provided by financing activities for the fiscal year ended
January 31, 1999 of $28.8 million is primarily attributable to issuing $25.2
million of preferred stock and warrants and securing $3.7 million of capital
lease net borrowings.  Net cash provided by financing activities of $164.0
million for the fiscal year ended January 31, 2000 was primarily attributable to
proceeds from issuance of our initial public offering of $83.0 million, proceeds
from exercise of employee stock options of $1.9 million, proceeds from preferred
stock and warrants of $72.7 million and securing of capital lease obligations

Computer equipment is our largest category of purchases of property and
equipment, and we expect to continue to invest significantly in computer
equipment to support the growth in the number of transactions we process and the
amount of data we store in our systems.  We have established data center
operations in Sterling, Virginia and in Santa Clara, California at Exodus
Communications, an external service provider, to improve our disaster recovery
capabilities and add additional processing capability to better serve our
customers in the eastern portion of the United States and Europe.  The expansion
of our data center operations and the Texas engineering development center will
increase our future expenditures for property and equipment.

We had a term loan with a bank for borrowings of up to $500,000 for purchases
of property and equipment.As of January 31, 2000, the term loan had
been repaid and cancelled.  We also have two equipment lease lines. One line is
for $2.1 million and is fully drawn.  Our other line is for $5.8 million, $5.2
million of which was used at January 31, 2000.

We expect to experience significant growth in our operating expenses in the
foreseeable future, particularly in research and development, sales and
marketing, and general and administrative expenses.  As a result, we expect
operating expenses and purchases of property and equipment will constitute the
majority of the future use of our cash resources.  In addition, we may use our
cash resources to acquire or make investments in complementary products,
technologies or businesses.  We believe our current cash resources will be
sufficient to meet our working capital and operating expenditures for at least
the next 12 months.  In the future, we may need to obtain additional equity or
debt financing to meet our cash resource needs.  In the event that additional
financing is required, it is uncertain whether we would be able to obtain
financing on acceptable terms.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities."  This statement established accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities.  SFAS No.
133 is effective for all fiscal quarters beginning with the quarter ending July
31, 1999.  In July 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective Date
of FASB Statement No. 133" which deferred the effective date until the
fiscal quarter ending July 31, 2000.  The adoption of SFAS No. 133 is not
expected to have a material effect on the Company's results of operations,
financial position or cash flows.

In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements."  SAB 101 summarizes certain of the SEC's views in applying
generally accepted accounting principles (GAAP) to revenue recognition in
financial statements.  The Company is required to adopt SAB 101 in the second
quarter beginning after December 15, 1999.  Although the Company believes its
revenue recognition policies are in accordance with GAAP, the Company is
currently studying SAB 101 and has not determined its impact on the Company's
financial statements.

In April 2000, FASB Interpretation No. 44, "Accounting for Certain
Transactions Involving Stock Compensation - an interpretation of APB Opinion No.
25" ("FIN 44") was issued.  FIN 44 clarifies the application of APB No. 25 for
only certain issues.  Among other issues, FIN 44 clarifies the definition of
employee for purposes of applying APB No. 25, the criteria for determining
whether a plan qualifies as a non-compensatory plan, the accounting consequences
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.  FIN 44 is effective July 1, 2000, but certain conclusions
in this interpretation over specific events that occur after either December 15,
1998 or January 12, 2000.   The Company has not yet determined the impact, if
any, of adopting FIN 44.



YEAR 2000 COMPLIANCE

We have not experienced any year 2000 problems with any of our internal
systems or our products or with any of our key third-party suppliers and
customers, nor do we expect to experience any in the future.  Costs associated
with remediating our internal system during fiscal year 2000 were not
material.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We develop products in the United States and market our products in North
America and Europe.  As a result, our financial results could be affected by
factors such as changes in foreign currency exchange rates or weak economic
conditions in foreign markets.  As all sales are currently made in U.S. dollars,
a strengthening of the dollar could make our products less competitive in
foreign markets.  Our interest income is sensitive to changes in the general
level of U.S. interest rates, particularly since the majority of our investments
are in cash equivalents and short-term instruments.  Due to the short-term
nature of our cash equivalents and investments, we believe that there is no
material risk exposure.  Therefore, no quantitative tabular disclosures are
required.



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

The following consolidated financial statements and the related notes
thereto, of GetThere.com, Inc. and the Report of Independent Accountants are
filed as a part of this Form 10-K.

|                                                          | PAGE
|--------------------------------------------------------- | ----
|Report of Independent Accountants                         | 42  
|Consolidated Balance Sheets                               | 43  
|Consolidated Statements of Operations                     | 44  
|Consolidated Statements of Stockholders' Equity (Deficit) | 45  
|Consolidated Statements of Cash Flows                     | 46  
|Notes to Consolidated Financial Statements                | 47  

---



REPORT OF INDEPENDENT ACCOUNTANTS







To the Board of Directors and Stockholders
of GetThere.com, Inc.

In our opinion, the accompanying balance sheet and the
related statements of operations, of stockholders' deficit and of cash flows
present fairly, in all material respects, the financial position of
GetThere.com, Inc.
at January 31, 1999 and 2000, and the results of its operations and its
cash flows for each of the three years in the period ended January 31,
2000, in
conformity with accounting principles generally accepted in the United States.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits.  We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for the opinion expressed above.

PricewaterhouseCoopers LLP

San Jose, California 
February 22, 2000

---

**GETTHERE.COM, INC.
                      CONSOLIDATED BALANCE SHEETS
                     (in thousands, except per share amounts)**

`January 31,
                                                           ----------------------
                                                              1999        2000
                                                           ----------  ----------
ASSETS
Current assets:
  Cash and cash equivalents  .............................    $8,268     $78,314
  Short-term investments  ................................     7,534      69,932
  Restricted cash  .......................................        --         805
  Accounts receivable, net of allowance for doubtful
    account of $540 in 1999 and $451 in 2000,
    respectively  ........................................     1,203       3,134
  Prepaid expenses and other current assets  .............       136         631
                                                           ----------  ----------
    Total current assets  ................................    17,141     152,816

Property and equipment, net  .............................     3,621       9,640
Other assets  ............................................        44         815
Intangible assets  .......................................        --      10,907
                                                           ----------  ----------
      Total assets  ......................................   $20,806    $174,178
                                                           ==========  ==========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Current liabilities:
  Accounts payable  ......................................    $1,000      $1,894
  Accrued liabilities  ...................................     1,667       5,639
  Deferred revenue  ......................................     1,072       2,402
  Capital lease obligation, current  .....................     1,313       3,484
                                                           ----------  ----------
    Total current liabilities  ...........................     5,052      13,419

Capital lease obligations, long-term  ....................     3,235       4,347
                                                           ----------  ----------
    Total liabilities  ...................................     8,287      17,766

Redeemable convertible preferred stock and warrants  .....    32,901          --

Stockholders' equity (deficit):
  Common stock:  $0.0001 par value, 200,000 shares
    authorized; 4,544 and 32,591 shares issued and
    outstanding at January 31, 1999 and 2000,
    respectively  ........................................        --           5
  Additional paid-in capital  ............................    11,753     256,871
  Note receivable from stockholders  .....................        --      (2,528)
  Unearned compensation  .................................    (6,503)    (24,311)
  Accumlated other comprehensive loss  ...................        --        (195)
  Accumulated deficit  ...................................   (25,632)    (73,430)
                                                           ----------  ----------
    Total stockholders' equity (deficit)  ................   (20,382)    156,412
                                                           ----------  ----------
      Total liabilities and stockholders' equity (deficit)   $20,806    $174,178
                                                           ==========  ==========`

See accompanying notes to consolidated financial
                                  statements.

---

**GETTHERE.COM, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (in thousands, except per share ampunts)**

`Year Ended January 31,
                                               ---------------------------------
                                                  1998       1999       2000
                                               ---------- ---------- -----------
Revenues:
  Transaction  ...............................    $2,098     $4,932     $14,142
  Professional service  ......................       903      1,515       1,310
                                               ---------- ---------- -----------
    Total revenues  ..........................     3,001      6,447      15,452

Cost of revenues  ............................     1,680      4,292      10,923
                                               ---------- ---------- -----------
Gross profit  ................................     1,321      2,155       4,529
                                               ---------- ---------- -----------
Operating expenses:
  Research and development  ..................     2,266      4,113       5,274
  Sales and marketing  .......................     2,393      5,732       8,822
  General and administrative  ................     2,887      6,127      17,491
  Stock-based compensation  ..................       103      2,005      22,185
                                               ---------- ---------- -----------
    Total operating expenses  ................     7,649     17,977      53,772
                                               ---------- ---------- -----------
Loss from operations  ........................    (6,328)   (15,822)    (49,243)

Interest income/(expense), net  ..............       (30)       173       1,445
                                               ---------- ---------- -----------
Net loss  ....................................    (6,358)   (15,649)    (47,798)
Accretion of series B, C, and E redeemable
  convertible preferred stock  ...............       (51)      (309)     (1,094)
                                               ---------- ---------- -----------
Net loss attributable to common stockholders     ($6,409)  ($15,958)   ($48,892)
                                               ========== ========== ===========

Basic and diluted net loss per share  ........    ($1.81)    ($4.03)     ($5.16)
                                               ========== ========== ===========
Shares used in computing basic and diluted
  net loss per share  ........................     3,537      3,957       9,478
                                               ========== ========== ===========`

See accompanying notes to consolidated financial
                                  statements.

---

**GETTHERE.COM, INC.
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                               (in thousands)**

`Note               Accum-
                                                                     Receiv-              ulated               Total
                                                            Addi-      able                Other              Stock-
                                            Common Stock   tional      from    Unearned   Compre-   Accum-   holders'   Compre-
                                        -------- --------  Paid-in    Stock-    Compen-   hensive   ulated    Equity    hensive
                                         Shares   Amount   Capital   holders    sation     Loss     Deficit  (Deficit)   Loss
                                        -------- -------- --------- ---------- --------- --------- --------- --------- ---------
Balance at January 31, 1997               3,772       --      $120      $ --       ($53)     $ --   ($3,625)  ($3,558)

  Net loss  ...........................      --       --        --        --         --        --    (6,358)   (6,358)
  Issuance of common stock for services      40       --         6        --         (6)       --        --        --
  Exercise of common stock options  ...     108       --        10        --         --        --        --        10
  Accretion of series B and C
   redeemable convertible preferred
   stock  .............................      --       --       (51)       --         --        --        --       (51)
  Unearned compensation  ..............      --       --       414        --       (414)       --        --        --
  Amortization of unearned compensation      --       --        --        --        103        --        --       103
                                        -------- -------- --------- ---------- --------- --------- --------- ---------
Balance at January 31, 1998               3,920       --       499        --       (370)       --    (9,983)   (9,854)

  Net loss  ...........................      --       --        --        --         --        --   (15,649)  (15,649)
  Issuance of restricted common
    stock for services  ...............     692       --     1,118        --     (1,118)       --        --        --
  Issuance of warrant in connection
    with equipment lease line  ........      --       --        13        --         --        --        --        13
  Exercise of common stock options  ...      83       --        12        --         --        --        --        12
  Issuance of common stock options in
    connection with preferred stock ...      --       --     3,400        --         --        --        --     3,400
  Accretion of series B and C
   redeemable convertible preferred
   stock  .............................      --       --      (309)       --         --        --        --      (309)
  Unearned compensation  ..............      --       --     7,035        --     (7,035)       --        --        --
  Amortization of unearned compensation      --       --        --        --      2,005        --        --     2,005
  Forfeiture of common stock  .........    (151)      --       (15)       --         15        --        --        --
                                        -------- -------- --------- ---------- --------- --------- --------- ---------
Balance at January 31, 1999               4,544       --    11,753        --     (6,503)       --   (25,632)  (20,382)

  Net loss  ...........................      --       --        --        --         --        --   (47,798)  (47,798) ($47,798)
  Other comprehensive loss - unrealized
    loss on securities, net of tax  ...      --       --        --        --         --      (195)       --      (195)     (195)
                                                                                                                       ---------
  Comprehensive loss  .................                                                                                ($47,993)
  Issuance of restricted common stock                                                                                  =========
    for employment  ...................     125       --     1,186        --     (1,186)       --        --        --
  Issuance of warrant in connection
    with equipment and lease line  ....      --       --       136        --         --        --        --       136
  Exercise of common stock options in
    exchange for notes receivable  ....   2,707       --     2,707     (2,707)       --        --        --        --
  Exercise of common stock options  ...     900       --     1,899        --         --        --        --     1,899
  Repurchase of common stock  .........    (306)      --      (276)       272        --        --        --        (4)
  Conversion of mandatorily redeemable
    convertible preferred stock into
    common stock:
       Series A  ......................   3,706        1     4,200        --         --        --        --     4,201
       Series B  ......................   3,914        1     6,498        --         --        --        --     6,499
       Series C  ......................   5,486        1    28,609        --         --        --        --    28,610
       Series E  ......................   4,841        1    61,115        --         --        --        --    61,116
  Common stock issued in IPO, net of
    issuance costs of $2,597  .........   5,750        1    82,963        --         --        --        --    82,964
  Warrants exercised for common stock       761       --     6,543        --         --        --        --     6,543
  Conversion of notes payable to
    common stock ......................     162       --     1,681        --         --        --        --     1,681
  Interest receivable related to
    shareholders notes receivable  ....      --       --        --        (93)       --        --        --       (93)
  Accretion of series B, C and E
    redeemable convertible preferred
    stock  ............................      --       --    (1,094)       --         --        --        --    (1,094)
  Intangible Assets  ..................      --       --    10,144        --         --        --        --    10,144
  Unearned compensation  ..............      --       --    38,807        --    (38,807)       --        --        --
  Amortization of unearned compensation      --       --        --        --     22,185        --        --    22,185
                                        -------- -------- --------- ---------- --------- --------- --------- ---------
Balance at January 31, 2000              32,590       $5  $256,871    ($2,528) ($24,311)    ($195) ($73,430) $156,412
                                        ======== ======== ========= ========== ========= ========= ========= =========`

See accompanying notes to consolidated financial
                                  statements.

---

**GETTHERE.COM, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)**

`Year Ended January 31,
                                                  -----------------------------
                                                    1998      1999      2000
                                                  --------- --------- ---------
Cash Flows From Operating Activities:
  Net loss  .....................................  ($6,358) ($15,649) ($47,798)
  Adjustments to reconcile net loss to net cash
  used in operating activities:
    Depreciation and amortization  ..............      413     1,462     5,308
    Amortization of unearned compensation  ......      103     2,005    22,185
    Provision for doubtful accounts  ............       82       508       635
    Non-cash interest expense  ..................       72       261       175
    Changes in assets and liabilities:
      Accounts receivable  ......................     (627)     (937)   (2,447)
      Restricted cash  ..........................       --        --      (785)
      Accounts payable  .........................      951      (271)      904
      Accrued liabilities  ......................      259       981    (1,958)
      Deferred revenue  .........................      591       317     1,330
      Prepaid expenses and other assets  ........      (73)      (54)    1,419
                                                  --------- --------- ---------
        Net cash used in operating activities  ..   (4,587)  (11,377)  (21,033)
                                                  --------- --------- ---------
Cash Flows From Investing Activities:
  Purchase of property and equipment  ...........   (2,006)   (2,925)   (9,514)
  Acquisition of business  ......................       --        --      (800)
  Proceeds from sale of short-term investments  .       --        --    21,033
  Purchase of short-term investments  ...........       --    (7,534)  (83,607)
                                                  --------- --------- ---------
        Net cash used in investing activities  ..   (2,006)  (10,459)  (72,888)
                                                  --------- --------- ---------
Cash Flows From Financing Activities:
  Proceeds from issuance of series B redeemable
    convertible preferred stock and warrants ....    6,498        --        --
  Proceeds from issuance of series C redeemable
    convertible preferred stock, options
    and warrants  ...............................       --    25,208    22,481
  Proceeds from issuance of series E redeemable
    convertible preferred stock and warrants  ...       --        --    50,263
  Proceeds from borrowing on capital lease
    obligations  ................................      494     3,972     4,308
  Principal payments on capital lease obligations     (125)     (279)   (2,234)
  Payment on bank borrowings  ...................      469      (141)      (94)
  Repurchase of common stock  ...................       --        --      (276)
  Proceeds from issuance of common stock  .......       10        12    89,518
                                                  --------- --------- ---------
      Net cash provided by financing activities .    7,346    28,772   163,967
                                                  --------- --------- ---------
Net Increase in Cash and Cash Equivalents  ......      753     6,936    70,046
Cash and Cash Equivalents at Beginning of Period       579     1,332     8,268
                                                  --------- --------- ---------
Cash and Cash Equivalents at End of Period  .....   $1,332    $8,268   $78,314
                                                  ========= ========= =========
Supplemental disclosure of cash flow information:
  Cash paid for interest  .......................      $57      $339      $742
                                                  ========= ========= =========
Supplemental non-cash investing and
  financing activities:
  Warrants issued to acquire redeemable
    convertible preferred stock  ................     $363    $4,139     $  --
                                                  ========= ========= =========`

See accompanying notes to consolidated financial
                                  statements.

---

**GETTHERE.COM, INC.
Notes to Consolidated Financial Statements**



Note 1 - THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

GetThere.com, Inc. ("GetThere" or the "Company") was
incorporated as Internet Travel Network in California on August 7, 1995.  The
Company changed its name to GetThere.com, Inc. on July 15, 1999.  GetThere is a
leading provider of Internet-based business-to-business travel procurement and
supply solutions primarily for businesses and travel suppliers.  The Company's
Internet-based solutions are designed to reduce current inefficiencies in the
travel procurement and supply process by decreasing the role of intermediaries,
such as travel agents, by providing customers with valuable travel information
and by streamlining the internal procurement and supply processes of the
Company's customers.  The Company offers corporate customers a service that
allows the Corporation's employees to gain access to a restricted web site where
they can make travel reservations.  GetThere customizes the web site, provides
the software and servers which processes the reservation, provides reports on
reservation activities, answers phone inquiries and either prints and delivers
tickets, or passes the reservation to the Company's travel agent for ticketing.
The Company offers Travel Suppliers and other customers public web sites where
customers can make travel reservations.  GetThere provides the software and
servers that process the reservation, provides phones and email based traveler
support, prints and delivers tickets, and provides reporting on travel
activities.

Reincorporation

In August 1999, the Company's Board of Directors authorized the
reincorporation of the Company in the State of Delaware.  As a result of the
reincorporation, the Company is authorized to issue 200 million shares of
$0.0001 par value common stock and 10 million shares of $0.0001 par value
preferred stock.  The Board of Directors has the authority to issue undesignated
preferred stock in one or more series and to fix the rights, preferences,
privileges and restrictions thereof.  Share and per share information for each
of the periods presented has been retroactively adjusted to reflect the
reincorporations.

Use of estimates

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported results of operations during the reporting period.
Actual results could differ from those estimates.

Revenue recognition

All revenues arise from providing Internet-based services.  Transaction
revenues are largely derived from on-line orders, hosting fees, advertising, and
traveler support services.  Hosting fees are charged to gain access to the
Company's on-line travel reservation service.  Support fees are charged to
customers who elect to utilize traveler support services, and are earned on
either a fixed monthly basis or per minute of call time used.  Revenues from on-
line hotel and car reservations are recognized when the commission is received.
Commission revenues from on-line air travel reservations are recognized upon the
completion of the transaction.  Completion is generally defined as either the
placement of an order with a third-party supplier or the fulfillment of an order
by printing and delivering tickets, depending upon the nature of the agreement
with the customer.  Hosting fees are recognized monthly when invoiced.
Advertising revenues are primarily derived from advertising contracts in which
the Company is obligated to provide a minimum number of "impressions" or times
that an advertisement is viewed.  Advertising revenues are recognized as a
percentage of completion of the guaranteed minimum number of impressions is
achieved, provided that no significant obligations remain.  If obligations
remain, revenues from advertising are deferred until such obligations are
fulfilled.  Revenues from traveler support services are recognized as the
services are performed.

Professional service revenues are primarily derived from fees for
implementation and customization of customer web sites utilizing the Company's
technology.  These fees are recognized over the term of the agreement for
standard implementations or on a percentage of completion basis for custom
development projects.  Payments received in advance of the performance of
services are recorded as deferred revenue.  Provisions are made in full for any
contracts during the period in which a loss on a particular contract becomes
probable.

Cost of revenues

Cost of revenues is predominantly comprised of transaction and personnel
costs including software and telecommunications costs associated with operating
the Company's transaction systems, traveler support and travel service center.
Costs associated with outside consultants, commission sharing with ePartners and
travel suppliers, content licensing, printing and delivery costs of tickets,
computer reservation service charges and advertising agency fees are also
included as cost of revenues.  It is impracticable for the Company to allocate
the costs of facilities or other expense items that are not directly
attributable to revenue generation activities; these common costs and expenses
are primarily included in general and administrative expenses.

Cash, cash equivalents, short-term investments and restricted cash

The Company considers all highly liquid investments purchased with a maturity
of three months or less at the date of acquisition to be cash equivalents; those
with original maturities greater than three months and current maturities less
than twelve months from the balance sheet date are considered short-term
investments.

Both cash equivalents and short-term investments are considered available-
for-sale securities and are reported at fair value.  The following schedule
summarizes the fair value of the Company's cash, cash equivalents and short-term
investments (in thousands):

In May 1999, the Company entered into an operating lease for new office
facilities in Menlo Park, California that expires in May 2004.  Under the terms
of this agreement, $805,000 of cash was pledged as collateral on an outstanding
letter of credit and was classified as restricted cash at January 31, 2000.  The
restricted cash balance will be reduced by $109,000 after the first year of the
lease and by $174,000 each year thereafter provided no event of default has
occurred.  The Company was in compliance with such covenants at January 31,
2000.



Concentration of credit risk

Financial instruments that potentially subject the Company to a concentration
of credit risk consist of cash, cash equivalents, short-term investments and
accounts receivable.  Cash, cash equivalents and short-term investments are
deposited with high credit, quality financial institutions.  The Company's
accounts receivable are derived from revenue earned from customers located
primarily in the United States.  The Company performs credit evaluations of its
customers' financial condition and, generally, requires no collateral.  The
Company maintains an allowance for doubtful accounts receivable based upon the
expected collectibility of such accounts.

`% of Total Revenue    % of Accounts Receivable
                         -----------------------  -----------------------
                          1998    1999    2000     1998    1999    2000
                         ------- ------- -------  ------- ------- -------
  Customer A  ........        0%     25%     37%      12%     19%     46%
  Customer B  ........        0%      0%      0%      14%     13%      0%
  Customer C  ........        0%      0%      0%       0%     13%      0%
  Customer D  ........        0%      0%      6%       0%      0%     14%`

Capitalization of internal-use software costs

In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1 ("SOP 98-1"), "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use."  SOP
98-1 is effective for financial statements for years beginning after December
15, 1998 and provides guidance on accounting for the costs incurred for computer
software developed or obtained for internal use including the requirement to
capitalize specified costs and amortization of such costs.  The Company adopted
the provisions of SOP 98-1 in its fiscal year beginning February 1999.

Product development costs include expenses incurred by the Company to
maintain, monitor and manage the Company's web site.  The Company recognizes web
site development costs in accordance with Statement of Position ("SOP") 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use."  As such, the Company expenses all costs incurred that relate to
the planning and post implementation phases of development.  Costs incurred in
the development phase are capitalized and recognized over the product's
estimated useful life if the product is expected to have a useful life beyond
one year.  Costs associated with repair or maintenance of the existing site or
the development of web site content are included in product development expense
in the accompanying consolidated statement of income.

Property and equipment

Property and equipment are stated at cost.  Depreciation is computed using
the straight-line method over the estimated useful lives of the assets,
generally three years.  Leasehold improvements are amortized over the shorter of
the remaining term of the lease or the estimated useful lives of the assets.

Intangible Assets

Intangible assets consist of goodwill related to acquisition and an
intangible assets related to equity issuance.  These amounts are generally being
amortized over two to four years using the straight-line method.  Gross
intangible asset was $12.4 million and related accumulated amortization was $1.5
million at January 31, 2000.



Impairment of long-lived assets

The Company periodically evaluates the carrying value of long-lived assets to
be held and used, including but not limited to capital assets and intangible
assets, when events and circumstances warrant such a review.  The carrying value
of a long-lived asset is considered impaired when the anticipated undiscounted
cash flow from such asset is separately identifiable and is less than its
carrying value.  In that event, a loss is recognized based on the amount by
which the carrying value exceeds the fair value of the long-lived asset.  Fair
value is determined primarily using the anticipated cash flows discounted at a
rate commensurate with the risk involved.  Losses on long- lived assets to be
disposed of are determined in a similar manner, except that fair values are
reduced for the cost of disposal.  No losses from impairment have been
recognized in the financial statements.

Advertising

Advertising is expensed as incurred.  Advertising and public relations
expenses for the fiscal years ended January 1998, 1999 and 2000 totaled
$536,000, $1,077,000 and $743,000, respectively.

Stock-based compensation

The Company accounts for stock-based employee compensation arrangements in
accordance with the provisions of Accounting Principles Board Opinion No. 25
("APB 25"), "Accounting for Stock Issued to Employees" using the multiple option
approach and complies with the disclosure provisions of Statement of Financial
Accounting Standards No. 123 ("SFAS 123"),  "Accounting for Stock- Based
Compensation."  The Company accounts for equity instruments issued to non-
employees in accordance with the provisions of SFAS 123 and the Emerging Issues
Task Force in Issue No. 96-18, "Accounting for Equity Instruments That Are
Issued to Other Than Employees for Acquiring, or In Conjunction with Selling,
Goods or Services."

Income taxes

Income taxes are accounted for using an asset and liability approach which
requires the recognition of taxes payable or refundable for the current year and
deferred tax liabilities and assets for the future tax consequences of events
that have been recognized in the Company's financial statements or tax returns.
The measurement of current and deferred tax liabilities and assets are based on
provisions of the enacted tax law; the effects of future changes in tax laws or
rates are not anticipated.  The measurement of deferred tax assets is reduced,
if necessary, by the amount of any tax benefits that, based on available
evidence, are not expected to be realized.

Net loss per share

The Company computes net loss per share in accordance with Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings per Share" and
SEC Staff Accounting Bulletin No. 98 ("SAB 98").  Under the provisions of SFAS
128 and SAB 98, basic net loss per share is computed by dividing the net loss
attributed to common stockholders for the period by the weighted average number
of shares of common stock outstanding during the period excluding shares of
Common Stock subject to repurchase.  Such shares of common stock subject to
repurchase for the fiscal years ended January 1998, 1999 and 2000 aggregated
275,464, 401,831 and 1,793,240, respectively.  These shares primarily vest with
the passage of time subject to continued employment by certain executives.



The following table sets forth
the computation of basic and diluted net loss per share for the periods
indicated:

`Years Ended January 31,
                                       -----------------------------------------
                                           1998          1999          2000
                                       ------------- ------------- -------------
Net loss attributable to common
  stockholders  ....................... ($6,409,000) ($15,958,000) ($48,892,000)

Basic and diluted:
  Weighted-average shares of
    common stock outstanding  .........   3,873,540     4,474,073    11,277,032
  Less weighted-average shares
    subject to repurchase  ............    (337,005)     (516,681)   (1,799,396)
                                       ------------- ------------- -------------
Weighted-average shares used in
  computing basic and diluted
  net loss per common share  ..........   3,536,535     3,957,392     9,477,636

Basic and diluted net loss
  per common share  ...................      ($1.81)       ($4.03)       ($5.16)`

The following table sets forth potential shares of common stock that are not
included in the diluted net loss per share calculation above because to do so
would be anti-dilutive for the periods indicated:

`Years Ended January 31,
                                       -----------------------------------------
                                           1998          1999          2000
                                       ------------- ------------- -------------
Weighted average effect of common stock
  equivalents:
  Common stock options  ..............      544,136     1,188,637     5,318,161
  Shares of common stock subject to
    repurchase  ..                          337,005       516,681     1,799,396
  Shares issuable pursuant to warrants
    to purchase common and convertible
    preferred stock  .................      351,386     2,814,579     4,734,208
  Shares of convertible preferred stoc
    on an "as if converted" basis  ...    6,804,929    10,568,524             3
                                       ------------- ------------- -------------
                                          8,037,456    15,088,421    11,851,768
                                       ============= ============= =============`

Pro forma net loss per share (unaudited)

Pro forma net loss per share is
computed using the weighted average number of shares of common stock
outstanding, including the pro forma effects of the automatic conversion of the
Company's series A, B and C preferred stock and the exercise of series B and E
warrants into shares of the Company's common stock effective upon the closing of
the Company's initial public offering as if such conversion occurred at the
beginning of the period, or at the date of issuance, if later.  The resulting
pro forma adjustment for the fiscal year ended January 31, 1999 and 2000
includes (i) an increase in the weighted average shares used to compute the
basic net loss per share of 10,959,969 and 34,763,152, respectively, and (ii) a
decrease in the net loss attributable to common stockholders for the accretion
of redeemable convertible preferred stock of $309,000 and $1,094,000,
respectively. The calculation of diluted net loss per share excludes potential
shares of common stock, as the effect of their inclusion would be anti-dilutive.
Pro forma potential common stock consists of common stock subject to repurchase
rights and incremental shares of common stock issuable upon the exercise of
stock options.

Comprehensive income

Effective February 1, 1998, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 130 ("SFAS 130").
"Reporting Comprehensive Income".  SFAS 130 establishes standards for
reporting comprehensive income and its components in financial statements.
"Other Comprehensive Income" refers to revenues, expenses, gains and
losses that are not included in net income but rather are recorded directly in
stockholders' equity.  Tax effects of comprehensive income (loss) are not
considered material.  The components of the comprehensive loss at January 31,
1999 and 2000 were as follows (in thousands):

`January 31,
                                           ---------------------
                                              1999       2000
                                           ---------- ----------

   Net loss  .............................. ($15,649)  ($47,798)
   Unrealized loss on securities  .........       --       (195)
                                           ---------- ----------
   Comprehensive loss  .................... ($15,649)  ($47,993)
                                           ========== ==========`

The components
of the accumulated other comprehensive loss at January 31, 2000 and October 31,
1999 were as follows (in thousands):

`October 31, January 31,
                                              1999        2000
                                           ----------  ----------
   Unrealized loss on securities  .........    $  --       ($195)
                                           ----------  ----------
   Accumulated other comprehensive loss  ..    $  --       ($195)
                                           ==========  ==========`

Segment information

Effective February 1, 1998, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosures about
Segments of an Enterprise and Related Information."  The Company identifies its
operating segments based on business activities and management responsibility.
During the fiscal years ended January 31, 1998, 1999 and 2000, the Company
operated in a single business segment providing Internet-based services.

Recent accounting pronouncements

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities."  This statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities.  SFAS No.
133 is effective for all fiscal quarters beginning with the quarter ending July
31, 1999.  In July 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities--Deferral of the Effective Date of
FASB Statement No. 133" which deferred the effective date until the fiscal
quarter ending July 31, 2000.  The adoption of SFAS No. 133 is not expected to
have a material effect on the Company's results of operations, financial
position or cash flows.

In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements."  SAB 101 summarizes certain of the SEC's views in applying
generally accepted accounting principles (GAAP) to revenue recognition in
financial statements.  The Company is required to adopt SAB 101 in the second
quarter beginning after December 15, 1999.  Although the Company believes its
revenue recognition policies are in accordance with GAAP, the Company is
currently studying SAB 101 and has not determined its impact on the Company's
financial statements.

In April 2000, FASB Interpretation No. 44, "Accounting
for Certain Transactions Involving Stock Compensation - an interpretation of APB
Opinion No. 25" ("FIN 44") was issued.  FIN 44 clarifies the application of APB
No. 25 for only certain issues.  Among other issues, FIN 44 clarifies the
definition of employee for purposes of applying APB No. 25, the criteria for
determining whether a plan qualifies as a non-compensatory plan, the accounting
consequences 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.  FIN 44 is effective July 1, 2000, but certain
conclusions in this interpretation

over specific events that occur after either December 15, 1998 or January 12,
2000.   The Company has not yet determined the impact, if any, of adopting FIN
44..



NOTE 2 - RELATED PARTY TRANSACTIONS:

In September 1997, the Company and United Air Lines entered into a service
agreement with an initial term of one year with renewal options.  Under the
terms of the agreement, the Company receives a fixed fee per transaction
processed together with additional variable amounts due for telephone call
support and maintenance services.  During the fiscal years ended January 31,
1998, 1999 and 2000, the Company provided services to United Air Lines, an
investor of the Company.  Services provided to the investor totaled (in
thousands):

`Year Ended January 31,
                                           --------------------------------
                                              1998       1999       2000
                                           ---------- ---------- ----------
   Transaction revenues  ..................      $47     $1,143     $6,920
   Professional services revenue  .........      145        351        341
                                           ---------- ---------- ----------
     Total  ...............................     $192     $1,494     $7,261
                                           ========== ========== ==========`

Amounts due from United Air Lines totaled $111,000, $336,000 and $1,270,000
at January 31, 1998, 1999 and 2000, respectively.  Commissions paid to United
Air Lines totaled $0, $0 and $1,262,000 for the fiscal years ended January 31,
1998, 1999 and 2000, respectively.





NOTE 3 - BALANCE SHEET COMPONENTS:

The following is a summary of available for sale securities (in
thousands):

`January 31, 1999
                                            ---------------------------------------
                                                        Gross     Gross
                                            Amortized Unrealized Unrealized Fair
                                              Cost      Gains     Loss      Value
                                            --------- --------- --------- ---------
  Money market funds ...................      $3,725     $  --     $  --    $3,725
  Certificates of deposit ...............        629        --        --       629
  Corporate notes .......................      5,173        --        --     5,173
  U.S. government debt securities .......      4,889        --        --     4,889
  Foreign debt securities ...............      1,019        --        --     1,019
                                            --------- --------- --------- ---------
                                             $15,435     $  --     $  --   $15,435
                                            ========= ========= ========= =========
  Includes in cash and cash equivalents .     $7,901     $  --     $  --    $7,901
  Includes in short-term investment .....      7,534        --        --     7,534
                                            --------- --------- --------- ---------
                                             $15,435     $  --     $  --   $15,435
                                            ========= ========= ========= =========


                                                         January 31, 2000
                                            ---------------------------------------
                                                        Gross     Gross
                                            Amortized Unrealized Unrealized Fair
                                              Cost      Gains     Loss      Value
                                            --------- --------- --------- ---------
  Money market funds ....................     $14,564     $  --     $  --   $14,564
  Commerical paper ......................     81,958         2        22    81,938
  Corporate notes .......................     27,987        --       167    27,820
  U.S. government debt securities .......      1,001        --         3       998
  Foreign debt securities ...............      1,252        --         5     1,247
  Auction rate securities ...............     20,100        --        --    20,100
                                            --------- --------- --------- ---------
                                            $146,862        $2      $197  $146,667
                                            ========= ========= ========= =========
  Includes in cash and cash equivalents .    $76,930        $2      $189   $76,743
  Includes in short-term investment .....     69,932        --         8    69,924
                                            --------- --------- --------- ---------
                                            $146,862        $2      $197  $146,667
                                            ========= ========= ========= =========`

The following is a summary of contractual maturities of the Company's
available for sales securities (in
thousands):

`January 31,
                                              ---------------------
                                                 1999       2000
                                              ---------- ----------
Amounts maturing within one year  ...........   $15,435   $146,862
                                              ---------- ----------
                                                $15,435   $146,862
                                              ========== ==========



                                                            Year Ended
                                                            January 31,
                                                      ---------------------
                                                         1999       2000
                                                      ---------- ----------
Accounts receivable:
   Accounts receivable  ..............................   $1,743     $3,584
   Less:  Allowance for doubtful accounts  ...........     (540)      (450)
                                                      ---------- ----------
                                                         $1,203     $3,134
                                                      ========== ==========
Property and equipment, net:
   Computer equipment  ...............................   $4,055    $10,453
   Software  .........................................       --      1,689
   Furniture and fixtures  ...........................      537        970
   Leasehold improvements  ...........................    1,023      2,325
                                                      ---------- ----------
                                                          5,615     15,437
   Less:  Accumulated depreciation and amortization  .   (1,994)    (5,797)
                                                      ---------- ----------
                                                         $3,621     $9,640
                                                      ========== ==========`

Equipment
subject to capital leases included above totaled $5,244,000 and 10,292,000 at
January 31, 1999 and 2000, respectively.  Accumulated amortization on such
equipment total $1,614,000 and $8,000,000 at January 31, 1999 and 2000,
respectively.

Accrued liabilities consist of the following (in thousands):

`Year Ended
                                                            January 31,
                                                      ---------------------
                                                         1999       2000
                                                      ---------------------
Accrued liabilities:
   Payroll and related expenses  .....................     $724     $1,822
   Bonuses and commission  ...........................       --      1,479
   Other  ............................................      943      2,338
                                                      ---------- ----------
     Total  ..........................................   $1,667     $5,639
                                                      ========== ==========`

NOTE 4 - BORROWINGS:

In April 1997, the Company entered into a financing agreement with a bank,
which provides for a term loan with borrowings up to $500,000 of capital
expenditure purchases.  Borrowings are secured by all of the Company's assets
except leased assets.  The term loan requires the Company to meet certain
financial covenants including quick ratio, tangible net worth and profitability
requirements.   As of January 31, 2000, the term loan had been repaid and
cancelled.

Equipment lease line

In April 1996, the Company entered into an equipment financing arrangement,
which provided for borrowings of up to $250,000, secured by the assets acquired.
In conjunction with the financing agreement, the Company issued a warrant to
purchase 17,647 additional shares of series A redeemable convertible preferred
stock with an exercise price of $1.1333 per share.  The warrant can be exercised
up to the earlier of May 2003 and two years from the effective date of the
Company's initial public offering.

The Company determined that the fair value of the warrant approximated
$10,000 using the Black Scholes model and has recorded the fair value as
additional interest expense.  In February 1998, the Company extended the
equipment lease line to $3,250,000 through January 1999.  The conditions and
covenants of the extended agreement remain unchanged from the previous
agreement.  In association with this extension, the Company issued a warrant to
purchase 54,216 shares of series B redeemable convertible preferred stock for
$1.66 per share.  The Company determined that the fair value of the warrant
approximated $13,000 using the Black Scholes model and has recorded the fair
value as additional interest expense.

In March 1997, the Company entered into another equipment financing
arrangement, which provided for borrowings of up to $500,000, secured by the
assets acquired.  In February 1998, the Company extended the equipment lease
line to $2,100,000 through January 1999.  The conditions and covenants of the
extended agreement remain unchanged from the previous agreement.  In association
with this extension, the Company issued warrants to purchase 28,916 shares of
series B redeemable convertible preferred stock for $1.66 per share.  The
Company determined the fair value of the warrant approximated $15,000 using the
Black Scholes model and has recorded the fair value as additional interest
expense.

In June 1999, the Company entered into an agreement to extend the Company's
then current $3,250,000 equipment lease line to $5,750,000 through June 2000.
The conditions and covenants of the extended agreement remain unchanged from the
previous agreement.  In association with this extension, the Company issued
warrants to purchase 19,500 shares of series B convertible preferred stock at a
price equal to 85% of the next financing in excess of $10,000,000.  The Company
determined the fair value of the warrant approximately $121,000 using the Black
Scholes model and has recorded the fair value as additional interest
expense.

In November 1999, the Company entered into an equipment financing
arrangement, which provided for borrowings of up to $700,000, secured by the
assets acquired.  The lease term commenced on December 1999, and is for 36
months.



NOTE 5 - COMMITMENTS:

Leases

The Company leases office space and equipment under non-cancelable operating
and capital leases with various expiration dates through the year 2004.  Rent
expense for the years ended January 31, 1998, 1999 and totaled $196,000,
$463,000 and $1,377,000, respectively.

In May 1999, the Company entered into an operating lease for new office
facilities in Menlo Park, California that expires in May 2004.  Under the terms
of this agreement, $805,000 of cash was pledged as collateral on an outstanding
letter of credit and was classified as restricted cash at January 31, 2000.  The
restricted cash balance will be reduced by $109,000 after the first year of the
lease and by $174,000 each year thereafter provided no event of default has
occurred.   The Company was in compliance with such covenants at January 31,
2000.

In association with the lease arrangement, the Company issued warrants to
purchase 16,407 share of series E convertible preferred stock at an exercise
price equal to the next equity financing or $10 per share if the Company fails
to close a financing by September 30, l999.  The Company determined that the
fair value of the warrant approximated $28,000 using the Black Scholes model
with an exercise price of $10 and has recorded the fair value as additional
interest expense in the second quarter of fiscal 2000.



Future minimum lease payments under all non-cancelable operating and capital
leases, as of January 31, 2000, are as follows (in thousands):

`Capital   Operating
                                                        Lease      Lease
                                                      ---------- ----------
Fiscal year Ending January 31,
   2001  .............................................   $4,095     $1,684
   2002  .............................................    3,171      1,516
   2003  .............................................    1,403      1,519
   2004  .............................................        7      1,535
   2005  .............................................       --        494
   Thereafter  .......................................       --         --
                                                      ---------- ----------
                                                          8,676     $6,748
   Less: Amount representing interest  ...............     (845) ==========
                                                      ----------
                                                          7,831
   Less:  Current portion  ...........................   (3,484)
                                                      ----------
   Long-term portion of capital lease obligation  ....   $4,347
                                                      ==========`

The Company has entered into employment agreements with certain officers and
employees of the Company.  The agreements generally provide for annual bonuses
and incentive stock options as determined by the board of directors as well as
covenants not-to-compete during the employment term and for a period thereafter.
The employment agreements also generally provide for severance in the event that
the individual is terminated without cause.



NOTE 6 - REDEEMABLE CONVERTIBLE PREFERRED STOCK AND WARRANTS:

Convertible Preferred Stock

In April and June 1996, the Company issued 3,705,991 shares of series A
convertible preferred stock at $1.133 per share.  In April 1997, the Company
issued 3,914,448 shares of series B convertible preferred stock at $1.66 per
share.  From May 1999 through September 1999, the Company issued 5,986,298
shares of series C convertible preferred stock at $5.125 per share.  In
September 1999, the Company issued 5,041,076 shares of series E convertible
preferred stock at $12.50 per share.  In November 1999, we repurchased 500,000
shares of series C convertible preferred stock and 200,000 shares of series E
convertible preferred stock for an aggregate amount of $5.1 million.  All
outstanding shares of the Company's convertible preferred stock automatically
converted into Common Stock on a one-for-one basis upon completion of the
Company's initial public offering.

Warrants and options for Redeemable Convertible Preferred Stock

In connection with the issuance of series B redeemable convertible preferred
stock on April 17, 1997, the Company issued warrants to purchase 391,445
additional shares of series B redeemable convertible preferred stock with an
exercise price of $1.66 per share.  The warrants can be exercised prior to April
2002.  The Company determined the fair value of the warrants approximated
$338,000 using the Black Scholes pricing model.  This amount has been accreted
ratably over the life of the instrument.

In April 1997, the Company issued a warrant to purchase 30,120 additional
shares of series B redeemable convertible preferred stock with an exercise price
of $1.66 per share in conjunction with a banking arrangement.  The warrant can
be exercised prior to April 15, 2002.  The Company determined the fair value of
the warrants approximated $25,000 and has recorded the fair value as additional
interest expense in 1997.

In November 1999, the Company issued 278,876 shares of common stock for no
proceeds in the cashless exercise of these warrants.  Also, in November 1999,
the Company issued 90,361 shares of common stock for $150,000 for cash exercise
of these warrants.

In connection with the issuance of series C redeemable convertible preferred
stock in May 1998, the Company is required, at the request of the holder, to
immediately issue a warrant to purchase 807,698 additional shares of series C
redeemable convertible preferred stock with an exercise price of $0.01 per
share.  Proceeds from the warrant totaled $4,139,000. The Company determined
that the fair value of the warrant approximated the proceeds using the Black
Scholes pricing model and included such amount in redeemable convertible
preferred stock in the fiscal 1999 financial statements.  The warrant is
exercisable immediately and has an indefinite exercise period.  Upon the closing
of a public offering in which the Company's outstanding series C redeemable
convertible preferred stock is converted into common stock, the warrant will be
exercisable for the number of shares of common stock that would have resulted
from the conversion of the warrant immediately prior to such public offering.
In addition, on this date the Company granted the holder an option to purchase,
at its choice, up to 2,473,392 shares of series C preferred stock at a price of
$5.125 per share or, for a purchase price of $5.125 per share, a warrant to
purchase up to 2,473,392 shares of series C preferred stock at an exercise price
of $0.01 per share.  As a result of an unsatisfied contingency, the holder
currently has the right to receive either an option to purchase 1,424,539 shares
of series C preferred stock or a warrant to purchase 1,424,539 shares of series
C preferred stock.  These options terminate on the earlier of November 10, 2000
or the date the Company is acquired.  The Company valued the fixed portion of
the option grant on the date of issuance at approximately $3.4 million using the
Black Scholes pricing model.  As discussed above, a portion of the total
proceeds received was allocated to this instrument which resulted in a discount
on the series C preferred stock that is being accreted ratably over the period
from issuance until the first redemption date.

In calculating the fair value of the warrants the Company uses interest risk
free rate of 5.5%, volatility rate of 70% and the respective instrument exercise
period.



NOTE 7 - COMMON STOCK:

The Company has granted stock to certain founders and employees under a
restricted stock plan.  As of January 31, 2000, the Company had 231,355 shares
of common stock that were subject to certain repurchase rights by the Company.
The Company's right to repurchase such shares declines on a percentage basis,
usually over three years, based on the length of the employees' continual
employment with the Company.

On November 29, 1999 the Company completed an initial public offering in
which it sold 5,750,000 shares of Common Stock, including 750,000 shares in
connection with the exercise of the underwriters' over-allotment option, at
$16.00 per share.  The Company received $83.0 million in cash, net of
underwriting discounts, commissions and other offering costs.



NOTE 8 - EMPLOYEE BENEFIT PLANS:

401(k) Savings Plan

The Company has a savings plan (the "Savings Plan") that qualifies as a
deferred salary arrangement under Section 401(k) of the Internal Revenue Code.
Under the Savings Plan, participating employees may defer a percentage (not to
exceed 25%) of their eligible pretax earnings up to the Internal Revenue
Service's annual contribution limit.  All employees on the United States payroll
of the Company are eligible to participate in the Savings Plan.  The Company is
not required to contribute to the Savings Plan and has made no contributions
since the plan's inception.



1996 Stock Option Plan

Under the Company's 1996 Stock Incentive Plan (the "Plan"), the
Board of Directors may grant either incentive stock options ("ISO") or
nonqualified stock options ("NSO").  ISOs may be granted only to Company
employees (including officers and directors).  NSOs may be granted either to
Company's employees or consultants.  There are 12,491,190 shares reserved under
the Plan.  As of January 31, 2000, the Company has 4,330,793 shares available
for grant under the Plan.

Options under the plans may be granted for periods up to ten years and at
prices no less than 85% of the estimated fair value of the shares on the date of
grant as determined by the Board of Directors provided, however, that (i) the
exercise price of an ISO may not be less than 100% of the estimated fair value
of the shares on the date of grant, and (ii) the exercise price of an ISO
granted to a 10% shareholder may not be less than 110% of the estimated fair
value of shares on the date of grant.  Options are exercisable immediately,
subject to repurchase rights held by the Company which lapse over a maximum
period of ten years, at such times and under such conditions as determined by
the board of directors.   Options generally vest at a rate of 12.5% after six
months and 2.08% per month thereafter ratably over 42 months of service and
generally have a term of 10 years.

Certain options exercised during the year ended January 31, 2000, were issued
in exchange for notes receivable, which are fully recourse and additionally
collateralized by the underlying shares of common stock and other personal
property.  These notes receivable are payable on the earlier of June 21, 2004 or
180 days after the borrower's employment with the Company terminates for any
reason and bear interest at rates ranging from 5.22% to 5.37% of the unpaid
principal balance each year.  These notes receivable have been included in
stockholders' equity.

1999 Stock Incentive Plan

The Company's Board of Directors approved the 1999 Stock Incentive Plan (the
"Incentive Plan") on August 16, 1999 under which 5,000,000 shares have
been reserved for issuance.  In addition, any shares not issued under the 1996
Stock Plan will also be available for grant.  The number of shares reserved
under the Incentive Plan will automatically increase annually beginning on
February 1, 2000 by the lesser of 3,000,000 shares or 4% of the total amount of
shares of common stock outstanding.  As of January 31, 2000, the Company has
4,989,760 shares available for grant under the Incentive Plan.

1999 Directors' Stock Option Plan

The Company's Board of Directors adopted the 1999 Directors' Stock Option
Plan (the "Directors Plan") on August 16, 1999 under which 750,000
shares have been reserved for issuance.  Each non-employee member of the board
of directors on the date of the Company's initial public offering automatically
received, on that date, an option to purchase 50,000 shares.  Each non-employee
director who joins the board after the effective date of the plan will receive
an initial option of 50,000 shares.  The initial options vest 25% at the end of
year one, and the balance in 36 equal monthly installments.  At each annual
stockholder's meeting, beginning in 2000, each non-employee director will
automatically be granted an annual option for 12,500 shares of the common stock.
A new non-employee director who receives the initial option will not receive the
12,500 share annual option in the same calendar year.  These options vest in
equal monthly installments over the one-year period following the date of the
grant.  The exercise price of the option will be equal to the fair market value
of the common stock on the option grant date.  The non-employee directors'
options have a 10-year term, and expire one year after a director leaves the
board. Upon a change of control of the Company, the options become fully vested.
Vesting also accelerates in the event of the optionee's death or disability.

The following table summarizes the activity under all the Plans for the
fiscal years ending January 31, 1998, 1999 and 2000:

`Fiscal Year Ended January 31,
                                          -----------------------------------------------------------------
                                                  1998                  1999                  2000
                                          --------------------  --------------------  ---------------------
                                                     Weighted              Weighted               Weighted
                                                      Average               Average                Average
                                                     Exercise              Exercise               Exercise
                                            Shares     Price      Shares     Price      Shares      Price
                                          ---------- ---------  ---------- ---------  ----------- ---------
Outstanding at beginning of period  .....   448,950     $0.10   1,081,525     $0.14    2,085,292     $0.65
  Granted  ..............................   965,350      0.15   1,554,250      0.83    7,292,712      2.85
  Exercised  ............................  (108,261)     0.10     (82,933)     0.13   (3,598,982)     0.97
  Cancelled  ............................  (224,514)     0.11    (467,550)     0.18     (391,320)     0.92
                                          ----------            ----------            -----------
Outstanding at end of period  ........... 1,081,525      0.14   2,085,292      0.65    5,387,702      4.95
                                          ==========            ==========            ===========

Outstanding exercisable at end of period  1,081,525             1,915,292              4,167,861
                                          ==========            ==========            ===========
Weighted average fair value of options
  granted during the period  ............               $0.81                 $3.88                  $4.00
                                                     =========             =========              =========`

The following table summarizes information about stock options
outstanding and exercisable at January 31, 1999:

`Options Outstanding          Options Exercisable
                                at January 31, 1999           at January 31, 1999
                      ------------------------------------ ----------------------
                                    Weighted-
                         Number      Average    Weighted-    Number    Weighted-
                           of       Remaining    Average       of       Average
                         Shares    Contractual   Exercise    Shares     Exercise
   Exercise Prices    Outstanding  Life (Years)   Price    Exercisable   Price
--------------------- ------------ ------------ ---------- ----------- ----------
  $0.1000  .........      233,750          7.9    $0.1000     233,750    $0.1000
  $0.1600  .........      455,086          8.8    $0.1600     455,086    $0.1600
  $0.6000  .........      366,456          9.3    $0.6000     366,456    $0.6000
  $1.0000  .........    1,030,000          9.8    $1.0000     860,000    $1.0000
                      ------------                         -----------
                        2,085,292                           1,915,292
                      ============                         ===========`

The following table summarizes information about stock options outstanding
and exercisable at January 31, 2000:

`Options Exercisable
                  Options Outstanding at January 31, 2000   at January 31, 2000
                  --------------------------------------- ----------------------
                                    Weighted-
                         Number      Average    Weighted-    Number    Weighted-
                           of       Remaining    Average       of       Average
                         Shares    Contractual   Exercise    Shares     Exercise
   Exercise Prices    Outstanding  Life (Years)   Price    Exercisable   Price
--------------------- ------------ ------------ ---------- ----------- ----------
  $0.1000  .........      126,834          7.1    $0.1000     126,834    $0.1000
  $0.1600  .........      218,451          7.7    $0.1600     218,451    $0.1600
  $0.6000  .........      192,827          8.3    $0.6000     192,827    $0.6000
  $1.0000  .........    2,288,676          9.1    $1.0000   2,084,206    $1.0000
  $3.0000  .........      284,800          9.5    $3.0000     278,133    $3.0000
  $7.0000  .........    1,044,325          9.5    $7.0000   1,043,450    $7.0000
  $12.5000 .........      533,460          9.7   $12.5000     223,960   $12.5000
  $13.0000 .........      691,100          9.8   $13.0000         --      $  --
  $26.1875 .........        8,240          9.8   $26.1875         --      $  --
                      ------------                         -----------
                        5,388,713                           4,167,861
                      ============                         ===========`

Employee Stock Purchase Plan

The Company's Board of Directors adopted the Employee
Stock Purchase Plan (the "Purchase Plan") on August 16, 1999 under which
2,500,000 shares have been reserved for issuance.  The number of Common Stock
reserved for issuance under the Purchase Plan shall automatically increase to
restore the number of shares of Common Stock available for issuance to its
original level of 2,500,000 as of June 1 of each year, beginning with June 1,
2000.  The Purchase Plan enables eligible employees to purchase Common Stock at
85% of the lower of the fair market value at the beginning and the end of each
designated purchase period.  In the case of the first purchase period under the
Purchase Plan, the fair market value of the Company's Common Stock is the price
at which one share of Common Stock is offered to the public in the initial
public offering.  As of January 31, 2000, there have been no shares issued under
the Purchase Plan and 2,500,000 are available for future issuance.



Unearned Compensation

In connection with certain stock option grants the Company recognized
unearned compensation which is being amortized over the vesting periods of the
related options, usually four years.  The total unearned compensation recorded
by the Company from August 7, 1995 (inception) through January 31, 2000 was
$47,611,000.  The fair value per share used to calculate unearned compensation
was derived by reference to the preferred stock values and initial public
offering price, reduced by a nominal discount factor.  Future compensation
charges are subject to reduction for any employee who terminated employment
prior to the expiration of such employee's option vesting period.  The
amortization of unearned compensation during the fiscal year ended January 31,
1998, 1999 and 2000 totaled  $87,000, $1,919,000 and $22,185,000, respectively.
Additionally, the Company recorded unearned compensation for restricted common
stock granted to service providers, which is being amortized over the related
vesting period.

Fair Value Disclosures

The Company has adopted the disclosure provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," which establishes a fair
value based method of accounting for stock-based compensation plans.  In
accordance with the provisions of SFAS No. 123, the Company applies APB Opinion
25 and related Interpretations in accounting for its stock option and stock
purchase plans and accordingly, do not record compensation costs.  If the
Company had elected to recognized costs based on fair value of the options
granted at grant date as prescribed by SFAS No. 123, net loss and net loss per
share would have been reduced to the pro forma amounts indicated in the table
below (in thousands, except per share amounts):

`Year Ended January 31,
                                    -----------------------------
                                      1998      1999      2000
                                    --------- --------- ---------
Net loss:
  As reported....................    ($6,409) ($15,958) ($48,892)
  Pro-forma......................     (6,440)  (16,543)  (53,516)
Basic and diluted net loss
  per share:
  As reported....................     ($1.81)   ($4.03)   ($5.16)
  Pro-forma......................      (1.82)    (4.18)    (5.65)`

The value of each option is estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted average
assumptions:

`Year Ended January 31,
                                    -----------------------------
                                      1998      1999      2000
                                    --------- --------- ---------
Expected life (years)  ..........          4         4         2
Risk-free interest rate  ........       6.48%     5.14%     5.89%
Expected volatility  ............          0%        0%       75%
Dividend yield  .................          0%        0%        0%`

NOTE 9 - INCOME TAXES:

No provisions for income taxes were recorded from inception through January
31, 1999 and 2000 as the Company incurred net operating losses during the
period.

The components of the Company's net deferred tax assets consist of the
following (in thousands):

`January 31,
                                              -------------------
                                                1999      2000
                                              --------- ---------
  Net operating loss carryforwards  .......     $7,920    $1,074
  Other reserves and accruals  ............        545    15,888
  Fixed assets  ...........................         --       699
                                              --------- ---------
    Total deferred tax assets  ............      8,465    17,661
  Less: valuation allowance  ..............     (8,465)  (17,661)
                                              --------- ---------
                                                 $  --     $  --
                                              ========= =========`

Reconciliation of the statutory
federal income tax to the Company's effective tax:

`January 31,
                                              -------------------
                                                1999      2000
                                              --------- ---------
  Tax at federal statutory rate  ..........        -34%      -34%
  State, net of federal benefit  ..........         -2%       -2%
  Change in valuation allowance  ..........         36%       19%
  Cheap stock amortization  ...............          0%       17%
  Other  ..................................          0%        0%
                                              --------- ---------
  Provision for taxes  ....................         -0%       -0%
                                              ========= =========`

Management believes, based on the available objective evidence, that
sufficient uncertainty exists regarding the realization of the deferred tax
assets such that a full valuation allowance has been recorded.

At January 31, 2000, the Company had approximately $41.0 million of federal
and $24.0 million of state net operating tax loss carryforwards available to
offset future taxable income.  Such carryforwards expire in varying amounts
through 2020.  Under the Tax Reform Act of 1986, the amounts of and the benefit
from net operating loss carryforwards may be impaired or limited in certain
circumstances.  Events which may cause limitations in the utilization of net
operating losses in any one year include, but are not limited to, a cumulative
stock ownership change of greater then 50%, as defined, over a three year
period.  Such change may have occurred as a result of the preferred stock
issuance.



NOTE 10 - ACQUISITION:

In July 1999, the Company entered into an agreement to purchase certain
assets of Oasis Reservation Services, Inc. in Fort Lauderdale, Florida.  The
purchase price totaled $2.45 million, which comprised of $800,000 cash and a
$1,650,000 convertible note.  The note bears interest at a rate of 5% per annum
and is payable in full on April 14, 2000.  The note is convertible into
redeemable convertible preferred stock or common stock of the Company.  The note
holder may elect to convert this note into shares of equity securities issued by
the Company, either through a private placement or an initial public offering at
the price of the respective offering.  This right shall terminate on the earlier
of the note maturity date or the closing of the IPO.  The note shall be
convertible into the number of shares of equity securities based on the
principal amount of the note plus accrued and unpaid interest divided by the
price paid for the equity securities by third parties.  In November 1999, the
holder of the convertible note elected to convert this note into 162,412 shares
of the Company common stock.

This acquisition was accounted for using the purchase method of accounting.
The aggregate purchase price was allocated to the net assets acquired, based
upon their respective fair market value with the remainder allocated to
intangible assets, including goodwill.  The Company is amortizing goodwill and
other intangible assets on a straight-line basis over 24 months.

The following summarizes the unaudited pro forma results of operations, on a
combined basis, as if the acquisition occurred as of the beginning of each of
the periods presented, after including the impact of certain adjustments such as
amortization of costs in excess of net assets acquired.  This information may
not necessarily be indicative of the future combined results of operations of
the Company (in thousands, except per share amount):

`Year Ended
                                                   January 31,
                                              -------------------
                                                1999      2000
                                              --------- ---------
Net revenue  ..............................     $6,447   $15,452
Net loss  .................................    (16,464)  (48,778)
Basic and diluted net loss per share  .....     ($4.16)   ($1.20)`

NOTE 11 - SUBSEQUENT EVENTS

In February 2000, the Company paid $1.0 million in cash to purchase 134,229
shares of Series B Preferred Stock of Encryptix, Inc., a subsidiary of
Stamps.com.  Encryptix's Internet-based technology enables sellers and
distributors of tickets and financial instruments to deliver value-bearing
instruments such as tickets, vouchers, boarding passes, checks and gift
certificates over the Internet through a customer's existing laser or inkjet
printer.  As of the purchase date, the Company's investment in Encryptix, Inc.
represent less then 5% voting interest and will be accounted for under the cost
method.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSUE

Not Applicable.



PART III





ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

See the information set forth in the section entitled "Proposal No. 1 -
Election of Director" in GetThere's Proxy Statement for the 2000 Annual
Meeting of Stockholders to be filed with the Securities and Exchange Commission
within 120 days after the end of GetThere's fiscal year ended January 31, 2000
(the "2000 Proxy Statement"), which is incorporated herein by
reference, and the information set forth in the section entitled "Executive
Officers of the Registrant", Part I, Item 4A of this Form 10-K.

ITEM 11.  EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference from the
2000 Proxy Statement under the caption "Executive Compensation and Other
Matters."

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The information required by this Item is incorporated by reference from the
2000 Proxy Statement under the caption "Stock Ownership of Certain
Beneficial Owners and Management."

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item is incorporated by reference from the
2000 Proxy Statement under the caption "Certain Relationships and Related
Transactions."



PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORT ON FORM 8-
K

(a) 1.	Financial Statements

See Item 8 of this Form 10-K.



1. Financial Statement Schedules

The following financial statement schedule of GetThere for each of the
years ended January 31, 1998, 1999 and 2000 should be read in conjunction with
the Consolidated Financial Statements, and related notes thereto, of GetThere.

`Balance at  Charged
                                    beginning   to costs             Balance at
                                        of        and       Deduc-     end of
Description                           period    Expenses    tions      period
----------------------------------- ---------- ---------- ---------- ----------
Year ended January 31, 1998:
  Allowance for doubtful accounts..      ($74)      ($99)       $18      ($155)



Year ended January 31, 1999:
  Allowance for doubtful accounts..      (155)      (390)         5       (540)



Year ended January 31, 2000:
  Allowance for doubtful accounts..      (540)        --         89       (451)`

3.	Exhibits

Exhibit No. Description

2.1** 	Form of Agreement and Plan of Reincorporation.

3.1** 	Amended and Restated Certificate of Incorporation of the
Registrant.

3.2** 	Amended and Restated Bylaws of the Registrant.

4.1** 	Amended and Restated Investors' Rights Agreement.

4.2** 	Specimen Certificate of the Registrant's common stock.

10.1** 	Form of Indemnification Agreement entered into between the
Registrant and its directors and officers.

10.2** 	1996 Stock Incentive Plan (as amended and restated on February 16,
1999).

10.3** 	1999 Stock Incentive Plan.

10.4** 	1999 Directors' Stock Option Plan.

10.5** 	1999 Employee Stock Purchase Plan.

10.6** 	Employment Agreement between Gadi Maier and the Registrant, dated
January 11, 1999.

10.7** 	Employment Agreement between Eric Sirkin and the Registrant, dated
November 16, 1998.

10.8** 	Employment Agreement between Kenneth R. Pelowski and the
Registrant, dated March 25, 1999.

10.9** 	Employment Agreement between Richard D.C. Whilden and the
Registrant, dated March 1, 1999.

10.10** 	Commercial Lease Agreement for facility at 4045 Campbell Avenue,
Menlo Park, California.

10.11**	Commercial Lease Agreement for call center facility in Fort
Lauderdale, Florida.

10.12**+ 	Services Agreement between United Airlines and the Registrant.

10.13**+ 	Subscriber Services Agreement between Apollo Galileo USA
Partnership and the Registrant.

10.14**+ 	Web Services and Travel Agreement between American Express and
the Registrant.

10.15** 	Amended and Restated Shareholders Agreement.

10.16** 	Standstill and Bring Along Agreement between American Express and
the Registrant.

10.17** 	Master Lease Agreement between Comdisco, Inc. and the Registrant.

10.18** 	Master Equipment Lease between Phoenix Leasing, Inc. and the
Registrant.

10.19** 	General Security Agreement between Imperial Bank, Inc. and the
Registrant.

10.20** 	Form of Warrant issued to Phoenix Leasing, Inc. by the
Registrant.

10.21** 	Form of Warrant issued to Imperial Bank, Inc. by the Registrant.

10.22** 	Form of Warrant which may be issued to Covia by the Registrant.

10.23** 	Form of Nonstatutory Stock Option Agreement issued to Covia by
the Registrant.

10.24** 	Form of Warrant issued to Covia by the Registrant.

10.25** 	Form of Warrant issued to Northwest Airlines by the Registrant.

10.26** 	Form of Warrant issued to America West Airlines by the
Registrant.

10.27** 	Form of Warrant issued to American Express for 730,023 shares of
preferred stock by the Registrant.

10.28** 	Form of Warrant issued to American Express for another 730,023
shares of preferred stock by the Registrant.

10.29** 	Internet Data Center Services Agreement between Exodus
Communications, Inc. and the Registrant.

10.30**+ 	FlightRez Agreement between Northwest Airlines and the
Registrant.

10.31**+ 	Services Agreement between America West Airlines and the
Registrant.

23.1	Consent of PricewaterhouseCoopers LLP, independent
accountants.

24.1** 	Power of Attorney.

27.1	Financial Data Schedule.

---------------------



**   Previously filed in the Company's Registration Statement (No. 333-87191), declared
effective on November 22, 1999.

+ Confidential treatment requested as to certain portions of these exhibits.



1. No reports on Form 8-K have been filed with the Securities and Exchange
Commission during the three months ended January 31, 2000.





---

**GETTHERE.COM, INC.**

**SIGNATURES**

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



| |                   
| | ------------------
| | GETTHERE.COM, INC.

Date: April 20, 2000



| |     |                
| | --- | ---------------
| | By: | /s/  Gadi Maier

| |                                                 
| | ------------------------------------------------
| |                                                 
| | Gadi Maier                                      
| | President, Chief Eexecutive
Officer and Director

Date: April 20, 2000



| |     |                         
| | --- | ------------------------
| | By: | /s/  Kenneth R. Pelowski

| |                                                              
| | -------------------------------------------------------------
| |                                                              
| | Kenneth R. Pelowski                                          
| | Chief Operating Officer,
Chief Financial Officer and Director

Date: April 20, 2000



| |     |                           
| | --- | --------------------------
| | By: | /s/  Richard D. C. Whilden

| |                      
| | ---------------------
| |                      
| | Richard D. C. Whilden
| | Chairman of the Board

Date: April 20, 2000



| |     |                   
| | --- | ------------------
| | By: | /s/  Daniel Whaley

| |                                      
| | -------------------------------------
| |                                      
| | Daniel Whaley                        
| | Chief Technology Officer and
Director

Date: April 20, 2000



| |     |                         
| | --- | ------------------------
| | By: | /s/  Christopher  Bowers

| |                    
| | -------------------
| |                    
| | Christopher  Bowers
| | Director           

Date: April 20, 2000



| |     |                       
| | --- | ----------------------
| | By: | /s/  Frederic F. Brace

| |                  
| | -----------------
| |                  
| | Frederic F. Brace
| | Director         

Date: April 20, 2000



| |     |                      
| | --- | ---------------------
| | By: | /s/  Jeffrey D. Brody

| |                 
| | ----------------
| |                 
| | Jeffrey D. Brody
| | Director        

Date: April 20, 2000



| |     |                          
| | --- | -------------------------
| | By: | /s/  William R. Hambrecht

| |                     
| | --------------------
| |                     
| | William R. Hambrecht
| | Director            

Date: April 20, 2000



| |     |                    
| | --- | -------------------
| | By: | /s/  Jonathan Linen

| |               
| | --------------
| |               
| | Jonathan Linen
| | Director      

Date: April 20, 2000



| |     |                    
| | --- | -------------------
| | By: | /s/  John Ueberroth

| |               
| | --------------
| |               
| | John Ueberroth
| | Director      

Date: April 20, 2000



| |     |                   
| | --- | ------------------
| | By: | /s/  Dale J. Vogel

| |              
| | -------------
| |              
| | Dale J. Vogel
| | Director     

---