U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

                                 Amendment No. 1

              |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
                                       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: 000-23709

                                DOUBLECLICK INC.
             (Exact Name of Registrant as Specified in its Charter)

           DELAWARE                                             13-3870996
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)

                          41 MADISON AVENUE, 32ND FLOOR
                            NEW YORK, NEW YORK 10010
              (Address of Principal Executive Officer and Zip Code)

                                 (212) 683-0001
              (Registrant's Telephone Number, Including Area Code)

      Check whether the registrant: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act 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 |_|

      As of April 30, 1999, there were 39,580,068 shares of the registrant's
common stock outstanding.

<PAGE>

                                                                          PAGE
                                                                         NUMBER
                                                                         ------

PART I FINANCIAL INFORMATION

ITEM 2:  Consolidated Financial Information:

         Consolidated Balance Sheet as of March 31, 1999 and
         December 31, 1998 (unaudited with respect to March 31, 1999) .....  3

         Unaudited Consolidated Statement of Operations for the three
         months ended March 31, 1999 and 1998......... ....................  4

         Unaudited Consolidated Statement of Cash Flows for the three
         months ended March 31, 1999 and 1998..............................  5

         Unaudited Consolidated Statement Of Stockholders' Equity for
         the three months ended March 31, 1999 and 1998....................  6

         Notes to Unaudited Consolidated Financial Statements .............  7

ITEM 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations......................................... 13

ITEM 3:  Quantitative and Qualitative Disclosures about Market Risk........ 21

PART II  OTHER INFORMATION

ITEM 1:  Legal Proceedings......... ....................................... 32

ITEM 2:  Changes in Securities and Use of Proceeds......................... 32

ITEM 3:  Defaults Upon Senior Securities................................... 32

ITEM 4:  Submission of Matters to a Vote of Security Holders .............. 32

ITEM 5:  Other Information......... ....................................... 32

ITEM 6:  Exhibits and Reports on Form 8-K.................................. 32

ITEM 7:  Signatures ....................................................... 34

<PAGE>

                                DOUBLECLICK INC.

                           CONSOLIDATED BALANCE SHEET
                      (in thousands, except share amounts)

<TABLE>
<CAPTION>
                                                               March 31,      December 31,
                                                                 1999             1998
                                                                 ----             ----
                                                              (unaudited)
                       ASSETS
<S>                                                             <C>             <C>
Current assets:
Cash and cash equivalents ................................      $ 331,851       $ 127,171
Short-term investments ...................................         39,295           9,643
Accounts receivable, less allowances of $4,297 and $3,929.         23,085          31,342
Prepaid expenses and other current assets ................          2,199             869
                                                                ---------       ---------
     Total current assets ................................        396,430         169,025

Property and equipment, net ..............................         14,296          13,741
Investments and other assets .............................          5,925             855
                                                                ---------       ---------
     Total assets ........................................      $ 416,651       $ 183,621
                                                                =========       =========

          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable .........................................      $   9,059       $  20,583
Accrued expenses .........................................         11,130          12,220
Deferred revenues ........................................          3,729           1,683
Deferred license and service fees ........................            421             421
                                                                ---------       ---------
     Total current liabilities ...........................         24,339          34,907

Convertible subordinated notes ...........................        250,000              --
Other liabilities ........................................            321             375

Stockholders' equity:
Common stock, par value $0 001;
  39,465,228 and 39,135,774 shares  outstanding ..........             39              39
Additional paid-in capital ...............................        204,205         203,417
Accumulated deficit ......................................        (61,642)        (54,717)
Deferred compensation ....................................           (345)           (441)
Other accumulated comprehensive income (loss) ............           (266)             41
                                                                ---------       ---------
     Total stockholders' equity ..........................        141,991         148,339
                                                                ---------       ---------
     Total liabilities and stockholders' equity ..........      $ 416,651       $ 183,621
                                                                =========       =========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements


                                       3
<PAGE>

                                DOUBLECLICK INC.

                 UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                            Three Months Ended March 31,
                                                            ----------------------------
                                                               1999             1998
                                                             --------         --------
<S>                                                          <C>              <C>
Revenues ............................................        $ 22,087         $ 13,004
Cost of revenues ....................................          10,098            8,845
                                                             --------         --------
   Gross profit .....................................          11,989            4,159
                                                             --------         --------
Operating expenses
   Sales and marketing ..............................          11,057            5,624
   General and administrative .......................           4,265            2,349
   Product development ..............................           3,611            1,025
   Facility relocation & other ......................           1,644               --
                                                             --------         --------
     Total operating expenses .......................          20,577            8,998
                                                             --------         --------
Loss from operations ................................          (8,588)          (4,839)

Interest income .....................................          (2,005)            (428)
Interest expense ....................................             342               16
                                                             --------         --------
Net loss ............................................        $ (6,925)        $ (4,427)
                                                             ========         ========

Basic and diluted net loss per share ................        $  (0.18)        $  (0.21)

Weighted average shares used in basic and diluted net
loss per share calculation ..........................          39,301           21,166
                                                             ========         ========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements


                                       4
<PAGE>

                                DOUBLECLICK INC.

                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                     Three Months Ended March 31,
                                                                     ----------------------------
                                                                        1999            1998
                                                                     ---------       ---------
<S>                                                                  <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss ...................................................      $  (6,925)      $  (4,427)
   Adjustments to reconcile net loss to cash used
     in operating activities:
     Depreciation and amortization ............................          1,015             205
      Facility relocation and other ...........................          1,363
     Amortization of deferred compensation ....................             96             204
     Provision for bad debt and advertisers discounts .........            368              86
     Changes in operating assets and liabilities:
       Accounts receivable ....................................          7,889          (5,133)
       Prepaid expenses and other current assets ..............         (1,168)           (125)
       Accounts payable .......................................        (11,524)          1,667
       Accrued expenses .......................................         (1,078)          2,215
       Deferred revenues ......................................          1,941           1,156
                                                                     ---------       ---------
          Net cash used in operating activities ...............         (8,023)         (4,152)
                                                                     ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchases of short-term investments ........................        (29,963)             --
   Proceeds from maturities of short-term investments .........            311           3,536
   Purchases of property and equipment ........................         (2,862)         (2,731)

                                                                     ---------       ---------
          Net cash (used in) provided by investing activities .        (32,514)            805
                                                                     ---------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of Convertible Subordinated Notes,
       net of deferred offering costs of $5,253 ...............        244,747              --
   Proceeds from issuance of common stock .....................             --          62,506
   Proceeds from exercise of stock options ....................            936              11
   Other ......................................................           (159)            228
                                                                     ---------       ---------
          Net cash provided by financing activities ...........        245,524          62,745

Effect of cumulative translation adjustment ...................           (307)            (22)

Net increase in cash and cash equivalents .....................        204,680          59,376
Cash and cash equivalents at beginning of period ..............        127,171           2,672
                                                                     ---------       ---------
Cash and cash equivalents at end of period ....................      $ 331,851       $  62,048
                                                                     =========       =========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements


                                       5
<PAGE>

                                DOUBLECLICK INC.

            UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 (in thousands)

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                      1999               1998

BALANCE AT BEGINNING OF PERIOD .............        $ 148,339         $   9,400

Net loss ...................................           (6,925)           (4,427)
Other comprehensive income (loss) ..........             (307)              (22)
                                                    ---------         ---------
Comprehensive income (loss) ................           (7,232)           (4,449)

Amortization of deferred compensation ......               96               204
Proceeds from exercise of stock options ....              936                11
Proceeds from issuance of common stock .....               --            62,506
Other ......................................             (148)               (5)
                                                    ---------         ---------
BALANCE AT END OF PERIOD ...................        $ 141,991         $  67,667
                                                    =========         =========

              The accompanying notes are an integral part of these
                       consolidated financial statements


                                       6
<PAGE>

                                DOUBLECLICK INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

      DoubleClick Inc., together with its subsidiaries, ("DoubleClick") is a
leading provider of comprehensive Internet advertising solutions for advertisers
and Web publishers. DoubleClick's DART technology and media expertise enable it
to dynamically deliver highly targeted, measurable and cost-effective Internet
advertising for advertisers, increase ad sales and improve ad space inventory
management for Web publishers. DoubleClick was organized as a Delaware
corporation on January 23, 1996 and commenced operations on that date.

      Inherent in DoubleClick's business are various risks and uncertainties,
including its limited operating history, recent development of the Internet
advertising market and unproven acceptance and effectiveness of Web advertising,
unproven business model, risks associated with technological change, and the
limited history of commerce on the Internet. DoubleClick's success may depend in
part upon the emergence of the Internet as a communications medium, prospective
product development efforts, and the acceptance of DoubleClick's solutions by
the marketplace.

BASIS OF PRESENTATION

      The consolidated financial statements included herein include the accounts
of DoubleClick Inc., and its wholly owned subsidiaries. All significant
intercompany transactions and balances have been eliminated. Investments in less
than 20% owned business partners, for which DoubleClick does not have the
ability to exercise significant influence and there is not a readily
determinable market value, are accounted for using the cost method of
accounting. Dividends and other distributions of earnings from investees, if
any, are included in income when declared.

      The consolidated balance sheet as of March 31, 1999, the consolidated
statement of operations for the three months ended March 31, 1999 and 1998, and
the consolidated statement of cash flows for the three months ended March 31,
1999 and 1998 have been prepared by DoubleClick and are not audited. In the
opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations and cash flows at March 31, 1999 and for all periods presented have
been made. The consolidated balance sheet at December 31, 1998 has been derived
from the audited financial statements at that date.

      Certain reclassifications have been made to prior period financial
statements to conform to the current period presentation.

      Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the Securities and
Exchange Commission's rules and regulations.


                                       7
<PAGE>

                                DOUBLECLICK INC.

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      The unaudited consolidated financial statements should be read in
conjunction with the audited consolidated financial statements of DoubleClick
and the notes thereto included in DoubleClick's Annual Report on Form 10-K for
the year ended December 31, 1998, filed with the Securities and Exchange
Commission on March 4, 1999, as amended on April 27, 1999. The results of
operations for the three months ended March 31, 1999 are not necessarily
indicative of the results to be expected for any subsequent quarter or the
entire year ending December 31, 1999.

      In December 1996, DoubleClick entered into a Procurement and Trafficking
Agreement with Digital Equipment Corp. (subsequently acquired by Compaq Computer
Corp. ("Compaq")) to be the exclusive third-party provider of advertising
services on specified pages within the AltaVista Web site. Effective January 1,
1999, DoubleClick changed its relationship with Compaq by entering into an
Advertising Services Agreement (the "AltaVista Advertising Services Agreement")
that superceded the Procurement and Trafficking Agreement. Under the AltaVista
Advertising Services Agreement, the manner in which DoubleClick reports its
financial results related to the services it provides to the AltaVista Web site
has changed. Through December 31, 1998, DoubleClick recognized as revenues the
gross revenues related to ads delivered by DoubleClick to the AltaVista Web
site. Beginning January 1, 1999, pursuant to the AltaVista Advertising Services
Agreement, DoubleClick recognizes DART service fees, sales commissions and
billing and collection fees as revenues derived from the sale and delivery of
ads on the AltaVista Website and associated services.

MANAGEMENT'S USE OF ESTIMATES

      The preparation of 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,
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results may differ from those estimates.


CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS


      DoubleClick considers all short-term investments with a remaining
contractual maturity at date of purchase of three months or less to be cash
equivalents.




      DoubleClick classifies its short-term investments as available-for-sale.
Accordingly, these investments are carried at fair value. At March 31, 1999 and
December 31, 1998, the fair value of such securities approximated cost and the
unrealized holding gains or losses were not material. DoubleClick recognizes
gains and losses on specific identification of the securities which comprise the
short-term investment balance. For the three months ended March 31, 1999 and
1998, the Company did not realize any gains or losses as no investments
were sold prior to maturity.



                                       8
<PAGE>

                                DOUBLECLICK INC.

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION

      Revenues are derived primarily from the sale and delivery of advertising
impressions through third-party Web sites comprising DoubleClick Network (the
"Network") and fees earned from independent publishers and advertisers who use
the DART technology to deliver ad impressions. Revenues are recognized in the
period the advertising impressions are delivered provided collection of the
resulting receivable is probable.

      DoubleClick becomes obligated to make payments to third-party Web sites,
which have contracted with DoubleClick to be part of the Network, in the period
the advertising impressions are delivered. Such expenses are classified as cost
of revenues in the consolidated statement of operations.


      Revenues earned by the Company derived from sales commissions and
administrative services are recognized in the period in which the services are
provided.

      Revenues are presented net of a provision for advertiser discounts which
is estimated and established in the period in which the services are provided.


      Deferred license and service fees represent payments received in advance
from third parties or affiliated companies for use of DoubleClick's trademarks,
access to DoubleClick's proprietary technology, and certain personnel during
fixed periods of time which range from two to four years. Such fees will be
recognized as revenues ratably over the terms of the applicable agreements.
DoubleClick is obligated to provide any enhancements or upgrades it develops and
other support over the term of the applicable agreements.

PRODUCT DEVELOPMENT COSTS

      Product development costs and enhancements to existing products are
charged to operations as incurred. Software development costs are required to be
capitalized when a product's technological feasibility has been established by
completion of a working model of the product and ending when a product is
available for general release to customers. To date, completion of a working
model of DoubleClick's products and general release have substantially
coincided. As a result, DoubleClick has not capitalized any software development
costs since such costs have not been significant.


INTERNAL-USE SOFTWARE

      On January 1, 1999 the Company adopted Statement of Position (SOP) 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." This standard requires certain direct development costs
associated with internal-use software to be capitalized including external
direct costs of material and services and payroll costs for employees devoting
time to the software projects. These costs are included in property and
equipment and are amortized over the useful life of the software beginning when
the asset is substantially ready for use. Costs incurred during the preliminary
project stage, as well as for maintenance and training are expensed as incurred.
Adoption of this statement did not have a material impact on the Company's
financial statements.


FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK

      DoubleClick's financial instruments consist of cash and cash equivalents,
short-term investments, accounts receivable, accounts payable, and accrued
expenses. At March 31, 1999 and December 31, 1998, the fair value of these
instruments approximated their financial statement carrying amount.

      Credit is extended to customers based on an evaluation of their financial
condition, and collateral is not required. DoubleClick performs ongoing credit
evaluations of its customers and maintains an allowance for doubtful accounts.

      DoubleClick is subject to concentrations of credit risk and interest rate
risk related to its short-term investments. DoubleClick's credit risk is managed
by investing in money market funds, short term commercial paper, and A1 rated
corporate bonds with an average days to maturity of 64 days at March 31, 1999.

      Net revenues derived from advertising impressions delivered to users of
the AltaVista Web site represented 21.1% and 50.9% of DoubleClick's total
revenues for the three months ended March 31, 1999 and 1998, respectively. No
other Web site on the Network was responsible for 10% or more of DoubleClick's
total revenues during the periods presented in the consolidated statement of
operations. Likewise, for the year ended December 31, 1998 and for the three
months ended March 31, 1999, no advertising customer was responsible for 10% or
more of DoubleClick's total revenue or total accounts receivable.


                                       9
<PAGE>

                                DOUBLECLICK INC.

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES

      DoubleClick uses the asset and liability method of accounting for income
taxes. Under this method, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and to operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in results of
operations in the period that includes the enactment date.

BASIC AND DILUTED NET LOSS PER SHARE

      The presentation of basic and diluted net loss per share has been
calculated to give effect to the conversion of the Convertible Preferred Stock
from the date of conversion, which occurred simultaneous with the closing of
DoubleClick's initial public offering on February 25, 1998. Basic net loss per
share is computed by dividing the net loss by the sum of the weighted average
number of shares of common stock outstanding, including the number of common
shares issued upon the conversion of Convertible Preferred Stock, as of the date
of conversion.


      Diluted earnings per share is based on the potential dilution that would
occur on exercise or conversion of securities into common stock. At March 31,
1999 and 1998, outstanding options to purchase shares of common stock of
approximately 7.6 million and 5.8 million, respectively, with weighted average
per share exercise prices of $8.31 and $2.01, respectively, that could
potentially dilute basic earnings per share in the future were not included in
the computation of diluted net loss per share because to do so would have had an
antidilutive effect for the period presented. Similarly, DoubleClick had $250
million of convertible subordinated notes due 2006, convertible into common
stock at $82.50 per share, outstanding at March 31, 1999 that were not included
in the computation of diluted net loss per share because to do so would have had
an antidilutive effect for the period presented. As a result, the basic and
diluted per share amounts are equal for the three months periods ended March 31,
1999 and 1998.


NEW ACCOUNTING PRONOUNCEMENTS

      In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133 is effective for fiscal years
beginning after June 15, 1999. DoubleClick does not expect that the adoption of
SFAS No. 133 will have a material impact on its consolidated financial
statements because DoubleClick does not currently hold any derivative
instruments.

NOTE 2--PROPERTY AND EQUIPMENT

      Property and equipment are stated at cost. Depreciation is provided using
the straight-line method over the estimated useful life of the assets. Leasehold
improvements are amortized over their estimated useful lives, or the term of the
leases, whichever is shorter.


                                       10
<PAGE>

                                DOUBLECLICK INC.

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

<TABLE>
<CAPTION>
                                                      ESTIMATED        MARCH 31,       DECEMBER 31,
(000's)                                              USEFUL LIFE         1999              1998
-------                                              -----------         ----              ----
<S>                                                   <C>              <C>              <C>
Computer Equipment and Software ..............        1-3 years        $ 14,787         $ 12,453
Furniture and Fixtures .......................          5 years           1,294            1,247
Leasehold Improvements .......................        1-5 years           2,432            2,013
Capital Work-In-Progress                                                    808              696
                                                                       --------         --------

                                                                         19,321           16,409
Less accumulated depreciation and amortization                           (5,025)          (2,668)
                                                                       --------         --------
                                                                       $ 14,296         $ 13,741
                                                                       ========         ========
</TABLE>


      As a result of DoubleClick's planned relocation, expected to be completed
on or about November 30, 1999, DoubleClick incurred a non-recurring charge for
the write-down of fixed assets (primarily leasehold improvements), of
approximately $1.4 million on assets with a carrying value of $2.1 million.
These assets will be abandoned and not relocated to DoubleClick's new
headquarters building (see Note 3). DoubleClick's management made an assessment
of the carrying value of the assets to be disposed of and determined that their
carrying value was in excess of their estimated fair value. The estimated fair
value of the assets was determined based on an estimate of the recoverability of
the assets carrying amount over their remaining useful life to the abandonment
date using their initial cost recovery rate. The other components of the
facility relocation charge include duplicative rental amounts and moving costs
of approximately $270,000 and $11,000, respectively, for the three months ended
March 31, 1999. Duplicative rental and moving costs are expensed in the period
incurred. These charges are included as Facility relocation and other in the
Consolidated Statements Of Operations. Depreciation and amortization of $243
thousand associated with the assets to be disposed of are presented outside of
Facility relocation and other in the Consolidated Statement of Operations.


NOTE 3--LEASE AGREEMENT

      DoubleClick entered into a lease agreement dated January 26, 1999 for over
150,000 square feet of office space located at 450 West 33rd Street, New York,
New York, for a term of eleven years with an option to renew the initial term
for an additional five years. This facility will be used to consolidate
DoubleClick's present executive offices and principal operations located in New
York. In 1999, DoubleClick will make lease payments of approximately $800,000 on
this space. In addition, DoubleClick will pay monthly payments totaling $4.6
million per annum for the period from January 26, 2000 to January 25, 2004
escalating to $4.85 million for the period from January 26, 2004 to January 25,
2005 and $5.0 million per annum for the period from January 26, 2006 to the
expiration date of the initial term on January 25, 2010.

NOTE 4--CONVERTIBLE SUBORDINATED NOTES

      On March 17, 1999, DoubleClick issued 4 3/4% Convertible Subordinated
Notes due 2006 with a principal amount of $250 million (the "Convertible
Notes"). The Convertible Notes are convertible into DoubleClick's common stock
at a conversion price of $82.50 per share, subject to adjustment in certain
events and at the holders' option. Interest on the Convertible Notes is payable
semiannually in arrears on March 15 and September 15 of each year, commencing on
September 15, 1999. The Convertible Notes are unsecured and are subordinated to
all existing and future Senior Indebtedness (as defined in Convertible Notes
indenture) of DoubleClick. If certain events occur (as described in the
Convertible Notes indenture), the Convertible Notes may be redeemed at the
option of DoubleClick, in whole or in part, beginning on March 20, 2001 at the
redemption prices set forth in the Convertible Notes indenture. DoubleClick is
obligated to file by May 21, 1999, a shelf registration statement covering
resales of the Convertible Notes and the common stock issuable upon conversion
of the Convertible Notes.

      Upon occurrence of a Designated Event (as defined in the Convertible Notes
indenture) prior to the maturity of the Convertible Notes, each holder of the
Convertible Notes has the right to require DoubleClick to redeem all or any part
of the holder's Convertible Notes at a price equal to 100% of the principal
amount, plus any accrued interest, of the Convertible Notes being redeemed.


                                       11
<PAGE>

                                DOUBLECLICK INC.

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

      DoubleClick has or may use the net proceeds from the offering of the
Convertible Notes for general corporate purposes, including working capital to
fund anticipated operating losses, the expansion of DoubleClick's product
offerings, investments in new business products, technologies and markets,
capital expenditures, acquisitions or investments in complementary businesses,
products and technologies.

NOTE 5--STOCK SPLIT

      On March 11, 1999, DoubleClick's Board of Directors approved a two-for-one
Common Stock split in the form of a stock dividend for common stockholders of
record as of March 22, 1999 payable on April 2, 1999. All references to the
number of common shares and per share amounts in the financial statements and
notes thereto for all periods presented have been retroactively adjusted to
reflect the two-for-one split.


                                       12
<PAGE>

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

THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
DOUBLECLICK CONTAINS FORWARD-LOOKING STATEMENTS RELATING TO FUTURE EVENTS AND
THE FUTURE PERFORMANCE OF DOUBLECLICK WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED. STOCKHOLDERS ARE CAUTIONED THAT SUCH STATEMENTS INVOLVE
RISKS AND UNCERTAINTIES. DOUBLECLICK'S ACTUAL RESULTS AND TIMING OF CERTAIN
EVENTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING
STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING, BUT NOT LIMITED TO, THOSE
SET FORTH UNDER "RISK FACTORS THAT MAY AFFECT FUTURE RESULTS" AND ELSEWHERE IN
THIS REPORT AND IN DOUBLECLICK'S OTHER PUBLIC FILINGS MADE FROM TIME TO TIME
WITH THE SECURITIES AND EXCHANGE COMMISSION.

OVERVIEW

      References in this report to "DoubleClick", "we", "our" and "us" refer to
DoubleClick Inc., and it's subsidiaries. DoubleClick is a leading provider of
comprehensive Internet advertising solutions for advertisers and Web publishers
worldwide. DoubleClick currently has two principal service offerings.
DoubleClick Network (ad sales) provides fully-outsourced ad sales, delivery and
related services to publishers of highly-trafficked Web sites, including The
Dilbert Zone, Macromedia, Travelocity, Kelly Blue Book and U.S. News Online.
DoubleClick Network focuses on meeting the needs of Internet advertisers who
target users on a national, international and/or local basis. DoubleClick's DART
Service (ad serving), consisting of DART for Web publishers and the recently
introduced Closed Loop Marketing Solutions suite of products for advertisers and
ad agencies, provides Web publishers, advertisers and ad agencies with the
ability to control the targeting, delivery, measurement and analysis of their
online marketing campaigns on a real-time basis. DoubleClick Network and DART
Service lines of business are available to Web publishers and advertisers in
international markets. DoubleClick's proprietary DART technology, which
dynamically matches and delivers ads to the target audience within milliseconds,
is the platform for all of DoubleClick's solutions.

      DoubleClick completed its initial public offering in February 1998 and
received net proceeds of approximately $62.5 million. In December 1998,
DoubleClick received net proceeds of approximately $93.7 million from an
additional public offering. In March 1999, DoubleClick received net proceeds of
approximately $244.7 million from its issuance of $250 million principal amount
4 3/4% Convertible Subordinated Notes due in 2006. The net proceeds of these
transactions were added to DoubleClick's working capital and, pending their use,
DoubleClick has invested such funds in short-term, interest-bearing investment
grade obligations.

      DoubleClick offers advertising on DoubleClick Network to third party
advertisers with pricing generally determined on a CPM (cost per thousand ads
delivered) or cost per day basis. Discounts are offered based on a variety of
factors, including the duration and gross dollar amount of advertising
campaigns. Advertisements sold by DoubleClick are typically sold pursuant to
purchase order agreements, which are subject to cancellation.

      DoubleClick's revenues from DoubleClick Network are received from the
advertiser that orders the ad, and DoubleClick typically pays the Web publisher
(on whose Web site such advertisement is delivered) a service fee. This service
fee is calculated as a percentage of such advertising revenues, which amount is
included in cost of revenues. DoubleClick is responsible for billing and
collecting for ads delivered on DoubleClick Network, and typically assumes the
risk of non-payment from advertisers. In addition, DoubleClick earns service
fees for providing the DART Service to Web publishers and the Closed Loop
Marketing Solutions suite of products to Internet advertisers and ad agencies.


                                       13
<PAGE>

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

      Advertising revenues and DART service fees are generally recognized in the
period that the advertisement is delivered, provided that no significant
obligations remain and collection of the resulting receivable is probable.
DoubleClick also sells sponsorship advertising, which involves a greater degree
of integration among DoubleClick, the advertiser and the Web sites on
DoubleClick Network. These sponsorships are typically priced based on the length
of time that the sponsorship runs, rather than a CPM basis. Revenues relating to
sponsorship advertising are recognized ratably over the sponsorship period.

      DoubleClick expects that revenues generated from the DoubleClick Network
will continue to account for a substantial portion of DoubleClick's revenues for
the foreseeable future. Moreover, ads delivered on Web sites of the top four Web
publishers in DoubleClick Network accounted for approximately 19.0% of
DoubleClick's revenues for the three months ended March 31, 1999. DoubleClick
typically enters into short-term contracts with Web publishers for inclusion of
their Web sites in DoubleClick Network. The failure to successfully market
DoubleClick Network, the loss of one or more of the Web sites which account for
a significant portion of the Company's revenues from the DoubleClick Network, or
any reduction in traffic on such Web sites could have a material adverse effect
on DoubleClick's business, results of operations and financial condition.
Effective January 1, 1999, AltaVista, historically the largest DoubleClick
Network Publisher, became DoubleClick's largest DART customer. See "TRANSACTIONS
AFFECTING THE COMPARABILITY OF RESULTS OF OPERATIONS" below.

      To take advantage of the global reach of the Internet, DoubleClick has
established DoubleClick Networks in Europe, Asia and other international
markets. DoubleClick currently has operations in Australia, Canada, France,
Germany, United Kingdom, and Benelux (Belgium, Netherlands, and Luxembourg) and
through its business partners, in Japan, Iberoamerica, Italy and Scandinavia.
DoubleClick expects to continue to invest in building its international
operations.

      DoubleClick has incurred significant losses since its inception, and as of
March 31, 1999, had an accumulated deficit of $61.6 million, of which $36.6
million related to cumulative losses and $25.0 million related to the redemption
of shares of Common Stock from certain stockholders in connection with the
recapitalization of DoubleClick that occurred simultaneously with the completion
of a private placement of the Company's securities in June 1997. In addition,
DoubleClick recorded deferred compensation of $1.5 million, which represented
the difference between the exercise price and the fair market value of
DoubleClick's common stock issuable upon the exercise of certain stock options
granted to employees. The deferred compensation is being amortized over the
vesting periods of the related options. Of the total deferred compensation
amount, approximately $1.2 million has been amortized as of March 31, 1999.

      DoubleClick believes that quarter-to-quarter comparisons of its results of
operations should not be relied upon as an indication of future performance.
DoubleClick plans to significantly increase its operating expenses to increase
its sales and marketing operations, to continue its international expansion, to
upgrade and enhance its DART technology and to market and support its solutions.
DoubleClick may be unable to modify its planned spending quickly enough to
offset any unexpected revenue shortfall. If DoubleClick has a shortfall in
revenues in relation to its expenses, or if DoubleClick's expenses precede
increased revenues, then DoubleClick's results of operations and financial
condition may be materially and adversely affected. As a result of these
factors, there can be no assurance that DoubleClick will not incur significant
losses on a quarterly and annual basis for the foreseeable future.

TRANSACTIONS AFFECTING THE COMPARABILITY OF RESULTS OF OPERATIONS

      In December 1996, DoubleClick entered into a Procurement and Trafficking
Agreement with Digital Equipment Corporation (acquired by Compaq in June 1998)
pursuant to which DoubleClick had the exclusive right to sell and deliver all
advertising on specified pages within the AltaVista Web site. In accordance with
this agreement, DoubleClick paid AltaVista a service fee calculated as a
percentage of the revenues derived from the delivery of advertisements on or
through the AltaVista Web site.


                                       14
<PAGE>

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

      Effective January 1, 1999, DoubleClick changed its relationship with
Compaq by entering into an Advertising Services Agreement (the "AltaVista
Advertising Services Agreement") that superceded the Procurement and Trafficking
Agreement. Pursuant to the AltaVista Advertising Services Agreement, Compaq has
agreed to use DoubleClick's DART technology for ad delivery and to outsource to
DoubleClick certain ad sales functions for domestic, international, and local ad
sales. In consideration for such services performed by DoubleClick, Compaq pays
to DoubleClick (i) a DART Services fee for all advertising delivered by
DoubleClick on the AltaVista Web site, (ii) a sales commission based on the net
revenues generated from all advertisements sold by DoubleClick on behalf of
Compaq and (iii) a billing and collections fee for all billing and collections
services performed by DoubleClick on behalf of Compaq. Under the AltaVista
Advertising Services Agreement, the manner in which DoubleClick reports its
financial results related to the services it provides to the AltaVista Web site
has changed. Through December 31, 1998, DoubleClick recognized as revenues the
gross revenues related to ads delivered by DoubleClick to the AltaVista Web
site. Beginning January 1, 1999, pursuant to the AltaVista Advertising Services
Agreement, DoubleClick recognizes DART service fees, sales commissions and
billing and collection fees as revenues derived from the sale and delivery of
ads on the AltaVista Web site and associated services. As a result of this
change in relationship with AltaVista, overall gross margin percentage has
increased (no significant change in gross profit dollars) as DoubleClick is no
longer required to pay service fees to AltaVista for ads sold and delivered on
the AltaVista Web site and revenues include the fees earned for services
rendered. The AltaVista Advertising Services Agreement will expire on December
31, 2001, subject to prior termination in certain limited circumstances or
further extension in accordance with the terms of the AltaVista Advertising
Services Agreement.

RESULTS OF OPERATIONS

   Revenues
<TABLE>
<CAPTION>
                                  Three Months Ended March 31,
                                  ----------------------------
                                                                Dollar         Percentage
                                  1999           1998           Change           Change
                                  ----           ----           ------           ------
      <S>                        <C>            <C>             <C>               <C>
      System revenues (a)        $31,140        $13,004         18,136            139%
                                 =======        =======

      Revenues                   $22,087        $13,004          9,083             70%
      Cost of revenues            10,098          8,845          1,253             14%
                                 -------        -------

       Gross Profit              $11,989        $ 4,159          7,830            188%
                                 =======        =======
</TABLE>

      (a)   System revenues include revenues earned by DoubleClick with respect
            to network sales relating to publishers which are part of the
            DoubleClick Network, fees earned from independent publishers and
            advertisers which use the DART technology to deliver ad impressions,
            and amounts invoiced on behalf of Compaq Computer Corp. pursuant to
            the Procurement and Trafficking Agreement (in place from December
            1996 to December 1998). System revenues for three months ended March
            31, 1999 exclude DART service fees, sales commissions and billing
            and collection fees owed by Compaq Computer Corp. pursuant to the
            AltaVista Advertising Services Agreement (effective January 1,
            1999).

      Revenues increased to $22.1 million for the three months ended March 31,
1999, compared to $13.0 million for the three months ended March 31, 1998. The
increase in revenues was primarily due to an increase in the number of
advertisers and ads delivered on the DoubleClick Network as well as an increase
in total DART fees earned from publishers and advertisers, offset in part by
lower average price per advertisement. Revenues derived from advertising
impressions delivered to users of the AltaVista Web site represented 21.1% and
50.9% of DoubleClick's revenues and 43.4% and 50.9% of DoubleClick's


                                       15
<PAGE>


systems revenues for the three months ended March 31, 1999 and 1998,
respectively. No other Web site accounted for more than 10% revenues during the
three month's ended March 31, 1999 and 1998, and no one advertiser accounted for
10% of revenues during the same periods. Revenues derived from advertising
impressions delivered to users of the AltaVista Web site has and will continue
to represent a significant portion of DoubleClick's revenues. The provision for
advertiser discounts increased to $1.4 million for the three months ended March
31, 1999, compared to $311 thousand for the three months ended March 31, 1998.
The increase in the provision for advertiser discounts is commensurate with the
increase in revenues and the level of business activity.



                                       16
<PAGE>

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

      Cost of Revenues

      Cost of revenues consists primarily of service fees paid to Web publishers
for ads delivered to the Web sites on the DoubleClick Network. Cost of revenues
also includes other costs of delivering advertisements, including depreciation
of the ad delivery system, facilities and personnel-related costs incurred to
operate our ad delivery system and Internet access costs. Gross margin as a
percent of revenues increased to 54.3% for the three months ended March 31,
1999, compared to 32.0% for the three months ended March 31, 1998. The increase
in gross margin percent was primarily the result of an increase in revenues from
its higher margin DART services as a percentage of total revenues, including the
impact of the AltaVista Advertising Service Agreement.

      Operating Expenses

<TABLE>
<CAPTION>
                                                                  Three Months Ended March 31,
                                        ----------------------------------------------------------------------------
                                                                          Percentage of             Percentage of
                                                 Total                     Revenues(a)            System Revenues(a)
                                        ----------------------------------------------------------------------------
                                          1999           1998           1999         1998         1999         1998
                                          ----           ----           ----         ----         ----         ----
      <S>                               <C>            <C>              <C>          <C>          <C>          <C>
      Sales and Marketing ......        $11,057        $ 5,624          50.1%        43.2%        35.5%        43.2%

      General and Administrative          4,265          2,349          19.3%        18.1%        13.7%        18.1%

      Product Development ......          3,611          1,025          16.3%         7.9%        11.6%         7.9%
</TABLE>

      (a)   All references to revenues take into consideration the change in
            relationship with Compaq, as discussed above.


      Sales and Marketing. Sales and marketing expenses consist primarily of
salaries, commissions, advertising, trade show expenses, seminars and costs of
marketing materials. Sales and marketing expenses increased to $11.1 million for
the three months ended March 31, 1999, compared to $5.6 million for the three
months ended March 31, 1998. The increase was primarily attributable to the
increase in sales personnel and costs associated with the expansion of
international operations of approximately $4.6 million, commissions associated
with the increase in revenues of approximately $700 thousand and costs related
to the continued development and implementation of DoubleClick's marketing and
branding campaigns. Moreover, DoubleClick expects sales and marketing expenses
to increase on an absolute dollar basis but decrease as a percentage of revenues
as DoubleClick hires additional personnel, expands into new markets and
continues to promote DoubleClick brand.

      General and Administrative. General and administrative expenses consist
primarily of compensation and professional service fees and related supplies and
materials. General and administrative expenses increased to $4.3 million for the
three months ended March 31, 1999, compared to $2.3 million for the three months
ended March 31, 1998. The increase was primarily due to costs associated with
increased personnel of approximately $1.4 million and increased professional
fees of approximately $400 thousand. In addition, the provision for doubtful
accounts increased to $307 thousand for the three months ended March 31, 1999,
compared to $219 thousand for the three months ended March 31, 1998. The
increase in the provision for doubtful accounts is commensurate with the
increase in revenues and the level of business activity. DoubleClick expects
general and administrative expenses to increase on an absolute dollar basis but
decrease as a percentage of revenues as DoubleClick hires additional personnel
and incurs additional costs related to the growth of its business.


      Product Development. Product development expenses consist primarily of
compensation and consulting expenses and enhancements to the DART technology. To
date, all product development costs have been expensed as incurred. Product
development expenses increased to $3.6 million for the three months ended March
31, 1999, compared to $1.0 million for the three months ended March 31, 1998.
The increase was due primarily to increases


                                       17
<PAGE>

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


in product development personnel and related expenses of approximately $2.0
million and consulting and other miscelleneous expenses. DoubleClick believes
that continued investment in product development is critical to attaining its
strategic objectives and, as a result, expects product development expenses to
increase on an absolute dollar basis but remain relatively constant as a
percentage of revenues.

      Facility Relocation and Other. During the three months ended March 31,
1999, DoubleClick recorded a charge of $1.6 million for expenses related to its
planned move to a new headquarters facility. The move, expected to be completed
on or about November 30, 1999, will consolidate two leased facilities in New
York, in which DoubleClick's executive offices and principal operations are
located, into approximately 150,000 square feet of office space located at 450
West 33rd Street, New York, New York. The charge relates primarily to the
write-down of fixed assets of approximately $1.4 million (primarily leasehold
improvements) that will be abandoned and not relocated to DoubleClick's new
headquarters building. DoubleClicks's management made an assessment of the
carrying value of the assets to be disposed of and determined that their
carrying value was in excess of their estimated fair value. The estimated fair
value of the assets was determined based on an estimate of the recoverability of
the assets carrying amount over their remaining useful life to the abandonment
date using their initial cost recovery rate. The other components of Facility
relocation and other include duplicative rental amounts and moving costs of
approximately $270,000 and $11,000, respectively, for the three months ended
March 31, 1999. Duplicative rental and moving costs are expensed in the period
incurred. Depreciation and amortization of $243 thousand associated with the
assets to be disposed of are presented outside of Facility relocation and other
in the Consolidated Statement of Operations.


      Interest Income (Expense)

      Net interest income increased to $1.7 million for the three months ended
March 31, 1999, compared to net interest income of $412,000 for the three months
ended March 31, 1998. The increase in net interest income was attributable to an
increase in cash, cash equivalents and short-term investments as a result of the
net proceeds received by DoubleClick from its additional public offering of
common stock in December 1998 and issuance of its 4 3/4% Convertible
Subordinated Notes in March 1999, offset in part by interest expense associated
with the 4 3/4% Convertible Subordinated Notes.

      Net Loss

      DoubleClick's net loss increased to $6.9 million for the three months
ended March 31, 1999, compared to $4.4 million for the three months ended March
31, 1998. The increase in the net loss was primarily due to expenses related to
DoubleClick's planned move to a new headquarters facility in addition to the
hiring of additional personnel (particularly in sales and marketing and product
development), offset in part by an increase in interest income.

FINANCIAL CONDITION AND LIQUIDITY

      Financial Condition

      As of March 31, 1999, DoubleClick had $331.9 million of cash and cash
equivalents and $39.3 million in short-term investments. As of March 31, 1999,
DoubleClick's principal commitments consist of $250 million of 4 3/4%
Convertible Subordinated Notes due 2006 and operating and capital lease
obligations.

      Management anticipates that it will experience a substantial increase in
its capital expenditures and lease commitments consistent with its anticipated
growth in operations, infrastructure and personnel, and the scheduled build-out
of its newly leased New York headquarters facilities. DoubleClick currently
anticipates that it will continue to experience significant growth in its
operating expenses for the foreseeable future and that its operating expenses
will be a material use of DoubleClick's cash resources. DoubleClick believes
that its existing cash and cash equivalents and short-term investments will be
sufficient to meet its anticipated cash needs for working capital and capital
expenditures for at least the next twelve months.


                                       18
<PAGE>

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

      Convertible Subordinated Notes

      On March 17, 1999, DoubleClick issued 4 3/4% Convertible Subordinated
Notes due 2006 with a principal amount of $250 million (the "Convertible
Notes"). The Convertible Notes are convertible into DoubleClick's common stock
at a conversion price of $165.00 per share, subject to adjustment in certain
events and at the holders' option. Interest on the Convertible Notes is payable
semiannually in arrears on March 15 and September 15 of each year, commencing on
September 15, 1999. The Convertible Notes are unsecured and are subordinated to
all existing and future Senior Indebtedness (as defined in the Convertible Notes
indenture) of DoubleClick. If certain events occur (as described in the
Convertible Notes indenture), the Convertible Notes may be redeemed at the
option of DoubleClick, in whole or in part, beginning on March 20, 2001 at the
redemption prices set forth in the Convertible Notes indenture.

      DoubleClick is obligated to file by May 21, 1999, a shelf registration
statement covering resales of the Convertible Notes and the common stock
issuable upon conversion of the Convertible Notes.

      Upon occurrence of a Designated Event (as defined in the Convertible Notes
indenture) prior to the maturity of the Convertible Notes, each holder of the
Convertible Notes has the right to require DoubleClick to redeem all or any part
of the holder's Convertible Notes at a price equal to 100% of the principal
amount, plus any accrued interest, of the Convertible Notes being redeemed.

      DoubleClick has or may use the net proceeds from the offering of the
Convertible Notes for general corporate purposes, including working capital to
fund anticipated operating losses, the expansion of DoubleClick's core business,
investments in new business segments and markets, capital expenditures,
acquisitions or investments in complementary businesses, products and
technologies.

      Cash Flows

      Net cash used in operating activities equaled $8.0 million for the three
months ended March 31, 1999, compared to $4.2 million for the three months ended
March 31, 1998. Cash used in operating activities for the three months ended
March 31, 1999 resulted from net losses, decreases in accounts payable and
accrued liabilities and an increase in prepaid expenses and other current
assets; which were partially offset by a decrease in accounts receivable and an
increase in deferred revenues.

      Net cash used in investing activities equaled $32.5 million for the three
months ended March 31, 1999, compared to net cash provided by investing
activities of $800,000 for the three months ended March 31, 1998. Cash used in
investing activities for the three months ended March 31, 1999 resulted from
purchases of property and equipment, and purchases, sales and maturities of
short-term investments.

      Net cash provided by financing activities equaled $245.5 million for the
three months ended March 31, 1999, compared to $62.7 million for the three
months ended March 31, 1998. Cash provided by financing activities for the three
months ended March 31, 1999 consisted primarily of net proceeds received by
DoubleClick in connection with the issuance of the Convertible Notes in March
1999.


                                       19
<PAGE>

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

Y2000

Overview

      Currently installed computer systems and software products are coded to
accept or recognize only two digit entries in the date code field. These systems
and software products will need to accept four digit entries to distinguish 21st
century dates from 20th century dates. As a result, computer systems and/or
software used by many companies and governmental agencies may need to be
upgraded to comply with such Year 2000 requirements or risk system failure or
miscalculations causing disruptions of normal business activities.

      STATE OF READINESS. DoubleClick has generally completed its initial
assessment of the Year 2000 readiness of its information technology ("IT")
systems, including the hardware and software that enable DoubleClick to provide
and deliver its solutions, and its non-IT systems. DoubleClick's assessment plan
consists of (i) quality assurance testing of its internally developed
proprietary software incorporated in its solutions ("Solutions Software"); (ii)
contacting third-party vendors and licensors of material hardware, software and
services that are both directly and indirectly related to the delivery of
DoubleClick's solutions to its Web publisher and advertiser customers; (iii)
contacting vendors of material non-IT systems; (iv) assessment of repair or
replacement requirements; (v) repair or replacement; (vi) implementation; and
(vii) creation of contingency plans in the event of Year 2000 failures.

      DoubleClick is conducting quality assurance testing to ensure Year 2000
compliance of all new internally developed proprietary code incorporated into
its Solutions Software. DoubleClick plans to perform a Year 2000 simulation on
its Solutions Software during the second quarter of 1999. Based on the results
of its Year 2000 simulation test, DoubleClick intends to revise the code of its
Solutions Software as necessary to improve the Year 2000 compliance of its
Solutions Software.

      DoubleClick has been informed by many of its vendors of material hardware
and software components of its IT systems that the products used by DoubleClick
are currently Year 2000 compliant. DoubleClick is continuing the process of
requiring vendors of the other material hardware and software components in its
IT systems to provide assurances of their Year 2000 compliance. DoubleClick
plans to complete this process during the first half of 1999. DoubleClick has
completed an assessment of the materiality of its non-IT systems and is
continuing the process of seeking assurances of Year 2000 compliance from
providers of its material non-IT systems. In addition, DoubleClick, like all
businesses, is dependent on the continued functioning, domestically and
internationally, of basic services such as electrical utilities, telephony, mail
delivery, and transportation in order to conduct its business. While DoubleClick
is taking steps to attempt to ensure that the third parties on which it is
reliant are Year 2000 compliant, it cannot predict the likelihood of such
compliance nor the direct or indirect costs to DoubleClick of non-compliance by
those third parties or of securing alternate services from Year 2000 compliant
parties.

      Pending completion of its planned Year 2000 simulation test of its
Solutions Software and its program of requesting Year 2000 assurances from
vendors and licensors of material IT and non-IT systems, DoubleClick has not yet
completed its Year 2000 compliance repair or replacement analysis, or of its
contingency plans.

      COSTS. To date, DoubleClick has not incurred any material expenditures in
connection with identifying or evaluating Year 2000 compliance issues. Most of
its expenses have related to, and are expected to include, the operating costs
associated with time spent by employees in the evaluation process and Year 2000
compliance matters generally. At this time, DoubleClick does not possess the
information necessary to estimate the potential costs of revisions to its
Solutions Software should such revisions be required or the replacement of
third-party software, hardware or services that are determined not to be Year
2000 compliant. Although DoubleClick does not anticipate that such expenses will
be material, such expenses, if higher than anticipated, could have a material
adverse effect on DoubleClick's business, results of operations and financial
condition.


                                       20
<PAGE>

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

      RISKS. DoubleClick believes that it has established an effective program
to resolve material Year 2000 issues in its sole control in a timely manner. As
noted above, however, DoubleClick has not yet completed all phases of its
program and is dependent on third parties whose progress is not within its
control. The failure by such third parties to be Year 2000 compliant could
result in a systematic failure beyond the control of DoubleClick from delivering
its services to its customers, decrease the use of the Internet or prevent users
from accessing the Web sites of its Web publishers customers, which could have
material adverse effect on DoubleClick's business, results of operations and
financial condition. In addition, there can be no assurance that DoubleClick
will not discover Year 2000 compliance problems in our Solutions Software that
will require substantial revisions which could be costly and time-consuming to
remedy. In the event that DoubleClick does not complete any of its currently
planned additional remediation prior to the Year 2000, DoubleClick could
experience significant difficulty in producing and delivering solutions and
conducting its business in the Year 2000 as it has in the past, which could
result in lost revenues, increased operating costs, the loss of customers and
other business interruptions, any of which could have a material adverse effect
on DoubleClick's business, results of operations and financial condition.
Moreover, the failure to adequately address Year 2000 compliance issues could
result in claims of mismanagement, misrepresentation or breach of contract and
related litigation, which could be costly and time-consuming to defend. The
amount of potential liability and lost revenue cannot be reasonably estimated at
this time.

      CONTINGENCY PLAN. As discussed above, DoubleClick is engaged in an ongoing
Year 2000 assessment and has not yet developed any contingency plans. The
results of DoubleClick's Year 2000 simulation testing and the responses received
from third-party vendors and service providers will be taken into account in
determining the nature and extent of any contingency plans.

      FORWARD-LOOKING STATEMENTS. The foregoing Year 2000 discussion and the
information contained herein is provided as a "Year 2000 Readiness Disclosure"
as defined in the Year 2000 Information and Readiness Disclosure Act of 1998
(Public Law 105-271, 112 Stat. 2386) enacted on October 19, 1998 and contains
"forward-looking statements" within the meaning of the Private Securities
Litigation reform Act of 1995. Such statements, including without limitation,
anticipated costs and the dates by which DoubleClick expects to complete certain
actions, are based on management's best current estimates, which were derived
utilizing numerous assumptions about future events, including the continued
availability of certain resources, representations received from third parties
and other factors. However, there can be no guarantee that these estimates will
be achieved, and actual results could differ materially form those anticipated.
Specific factors that might cause such material difference include, but are not
limited to, the ability to identify and remediate all relevant systems, results
of Year 2000 testing, adequate resolution of Year 2000 issues by governmental
agencies, businesses and other third parties who are outsourcing service
providers, suppliers, and vendors of DoubleClick, unanticipated system costs,
the adequacy of and ability to implement contingency plans and uncertainties.
The "forward-looking statements" made in the foregoing Year 2000 discussion
speak only as of the date on which such statements are made, and DoubleClick
undertakes no obligation to update any forward-looking statement to reflect
events or circumstances after the date on which such statement is made or to
reflect the occurrence of unanticipated events.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk


      The primary objective of DoubleClick's investment activities is to
preserve principal while at the same time maximizing yields without
significantly increasing risk. To achieve this objective, DoubleClick maintains
its portfolio of cash equivalents and short-term investments in a variety of
securities, including both government and corporate obligations and money market
funds. As of March 31, 1999, approximately 96% of the Company's total portfolio
matures in one year or less, with the remainder maturing in less than two years.


      The following table presents the amounts of DoubleClick's cash equivalents
and short-term investments that are subject to interest rate risk by year of
expected maturity and average interest rates as of March 31, 1999:


                                       21
<PAGE>


<TABLE>
<CAPTION>
                                        Through     Through
                                       March 31,    March 31,                     Fair
                                         2000         2001         Total         Value
                                       ---------    ---------    ---------     ---------
                                                   (Dollars in thousands)
<S>                                    <C>          <C>          <C>           <C>
Cash equivalents and short-term
  investments ...................      $347,985     $15,452      $363,437      $363,437
Average interest rates ..........         4.9%         5.3%
</TABLE>



      DoubleClick did not hold derivative financial instruments as of March 31,
1999 and has never held such instruments in the past. As of March 31, 1999,
DoubleClick had outstanding $250 million of convertible subordinated notes due
2006 with a fixed interest rate of 4.75%.


Foreign Currency Risk


      Foreign currency risk related to the Company's international sales are
derived mostly from the Company's delivery of advertising impressions through
third-party Web Sites that are a part of DoubleClick's U.S. or International
Networks and are typically denominated in the local currency of each country.
These subsidiaries also incur most of their expenses in the local currency.
Accordingly, all foreign subsidiaries use the local currency as their functional
currency.

      The Company's international business is subject to risks typical of an
international business, including, but not limited to differing economic
conditions, changes in political climate, differing tax structures, other
regulations and restrictions, and foreign exchange rate volatility. Accordingly,
the Company's future results could be materially adversely impacted by changes
in these or other factors.

      The Company is also exposed to foreign exchange rate fluctuations,
primarily with respect to the British Pound and the Euro, as the financial
results of foreign subsidiaries are translated into U.S. dollars in
consolidation. As exchange rates vary, these results, when translated, may vary
from expectations and adversely impact overall expected profitability. The
effect of foreign exchange rate fluctuations on the Company in the quarter ended
March 31, 1999 was not material.



                                       22
<PAGE>

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS BASED ON OUR CURRENT
EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT DOUBLECLICK AND OUR
INDUSTRY. THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES.
DOUBLECLICK'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN
SUCH FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, AS MORE FULLY
DESCRIBED IN THIS SECTION AND ELSEWHERE IN THIS REPORT. DOUBLECLICK UNDERTAKES
NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON,
EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.

LIMITED OPERATING HISTORY

      We were incorporated in January 1996 and have a limited operating history.
An investor in our common stock must consider the risks and difficulties
frequently encountered by early stage companies in new and rapidly evolving
markets, including the Internet advertising market. These risks include our:

      -     ability to sustain historical revenue growth rates;

      -     dependence on a continuing relationship with AltaVista;

      -     reliance on the DoubleClick Network;

      -     need to manage our expanding operations;

      -     competition;

      -     ability to attract, retain and motivate qualified personnel;

      -     ability to maintain our current, and develop new, strategic
            relationships with Web publishers;

      -     ability to anticipate and adapt to the changing Internet market; and

      -     ability to attract and retain a large number of advertisers from a
            variety of industries.

      We also depend on the growing use of the Internet for advertising,
commerce and communication, and on general economic conditions. We cannot assure
you that our business strategy will be successful or that we will successfully
address these risks. Please see "Management's Discussion and Analysis of
Financial Condition and Results of Operations" for detailed information on our
limited operating history.

HISTORY OF LOSSES AND ANTICIPATION OF CONTINUED LOSSES

      We incurred net losses of $3.2 million for the period from January 23,
1996 (inception) through December 31, 1996, $8.4 million for the year ended
December 31, 1997, and $18.2 million for the year ended December 31, 1998. For
the three months ended March 31, 1999 we incurred a net loss of $6.9 million
and, as of March 31, 1999, our accumulated deficit was $61.6 million. We have
not achieved profitability and expect to continue to incur operating losses at
least into the year 2000. We expect to continue to incur significant operating
and capital expenditures and, as a result, we will need to generate significant
revenues to achieve and maintain profitability. Although our revenues have grown
in recent quarters, we cannot assure you that we will achieve sufficient
revenues for profitability. Even if we do achieve profitability, we cannot
assure you that we can sustain or increase profitability on a quarterly or
annual basis in the future. If revenues grow slower than we anticipate, or if
operating expenses exceed our expectations or cannot be adjusted accordingly,
our business, results of operations and financial condition will be materially
and adversely affected.


                                       23
<PAGE>

OUR DEPENDENCE ON ALTAVISTA

      Approximately 21.1% and 50.9% of revenues and 43.4% and 50.9% of systems
revenues for the three months ended March 31, 1999 and 1998, respectively,
resulted from advertisements delivered on or through the AltaVista Web site. On
January 20, 1999, DoubleClick agreed with Compaq to enter into an Advertising
Services Agreement to replace the existing Procurement and Trafficking
Agreement. The Advertising Services Agreement is effective as of January 1, 1999
and will expire on December 31, 2001, subject to prior termination in certain
limited circumstances or further extension in accordance with the terms of the
Advertising Services Agreement. The loss of AltaVista or any significant
reduction in traffic on or through the AltaVista Web site would materially and
adversely affect our business, results of operations and financial condition.

WEB PUBLISHER CONCENTRATION

      We derive a substantial portion of our DoubleClick Network revenues from
ads we deliver on the Web sites of a limited number of Web publishers.
Approximately 19.0% of our revenues for the three months ended March 31, 1999
and approximately 63.4% of our revenues for the three months ended March 31,
1998 resulted from ads delivered on the Web sites of the top four Web publishers
on the DoubleClick Network. Our business, results of operations and financial
condition could be materially and adversely affected by the loss of one or more
of the Web publishers which account for a significant portion of our DoubleClick
Network revenues or any significant reduction in traffic on such Web publisher's
Web sites. In addition, advertisers or Web publishers may leave the DoubleClick
Network because of such a loss, which could materially and adversely affect our
business, results of operations and financial condition. Typically we enter into
short-term contracts with Web publishers for inclusion of their Web sites in the
DoubleClick Network. Since these contracts are short-term, we will have to
negotiate new contracts or renewals in the future which may have terms that are
not as favorable to us as the terms of the existing contracts. Our business,
results of operations and financial condition could be materially and adversely
affected by such new contracts or renewals.

OUR RELIANCE ON THE DOUBLECLICK NETWORK

      Since the third quarter of 1996, we have derived substantially all of our
revenues from advertisements we deliver to Web sites on the DoubleClick Network.
We expect that the DoubleClick Network will continue to account for a
substantial portion of our revenues for the foreseeable future. The DoubleClick
Network consists of Web sites of a limited number of Web publishers with which
we have short-term contracts. We cannot assure you that such Web publishers will
remain associated with the DoubleClick Network, that any DoubleClick Network Web
site will maintain consistent or increasing levels of traffic over time, or that
we will be able to timely or effectively replace any exiting DoubleClick Network
Web site with other Web sites with comparable traffic patterns and user
demographics. Our failure to successfully market the DoubleClick Network, the
loss of one or more of the Web publishers which account for a significant
portion of our revenues from the DoubleClick Network, or the failure of the Web
sites on the DoubleClick Network to maintain consistent or increasing levels of
traffic would materially and adversely affect our business, results of
operations and financial condition

QUARTERLY OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS

      Our revenues and operating results may vary significantly from quarter to
quarter due to a number of factors, not all of which are in our control. These
factors include:

      -     advertiser and Web publisher demand for our solutions;

      -     user traffic levels and the number of available impressions on the
            DoubleClick Network's Web sites;

      -     seasonal fluctuations in Internet usage;

      -     changes in service fees we pay to Web publishers;

      -     changes in the growth rate of Internet usage;

      -     the commitment of advertising budgets to Internet advertising;


                                       24
<PAGE>

      -     the mix of revenues from our various Internet advertising solutions;

      -     the timing and amount of costs relating to the expansion of our
            operations;

      -     changes in our pricing policies or those of our competitors;

      -     the introduction of new solutions by us or our competitors;

      -     the mix of domestic and international sales;

      -     costs related to acquisitions of technology or businesses; and

      -     general economic and market conditions.

      Our revenues for the foreseeable future will remain dependent on user
traffic levels and advertising activity on the DoubleClick Network. Such future
revenues are difficult to forecast. In addition, we plan to significantly
increase our operating expenses to increase our sales and marketing operations,
to continue our international expansion, to upgrade and enhance our DART
technology, and to market and support our solutions. We may be unable to adjust
spending quickly enough to offset any unexpected revenue shortfall. If we have a
shortfall in revenues in relation to our expenses, or if our expenses precede
increased revenues, then our business, results of operations and financial
condition would be materially and adversely affected. Such a result would likely
affect the market price of our common stock in a manner which may be unrelated
to our long-term operating performance.

      We believe that advertising sales in traditional media, such as television
and radio, generally are lower in the first calendar quarter of each year. If
our market makes the transition from an emerging to a more developed medium,
seasonal and cyclical patterns may develop in our industry. Our revenues may
also be affected by seasonal and cyclical patterns in Internet advertising
spending if they emerge.

      Due to all of the foregoing factors and the other risks discussed in this
section, you should not rely on quarter-to-quarter comparisons of our results of
operations as an indication of future performance. It is possible that in some
future periods our results of operations may be below the expectations of public
market analysts and investors. In this event, the price of our common stock may
fall.

NEED TO MANAGE GROWTH

      To successfully implement our business plan in the rapidly evolving market
for Internet advertising requires an effective planning and management process.
We continue to increase the scope of our operations both domestically and
internationally, and we have grown our workforce substantially. As of March 31,
1996, we had a total of 13 employees and, as of March 31, 1999, we had a total
of 549 employees. In addition, we plan to continue to expand our sales and
marketing and customer support organizations both domestically and
internationally. This growth has placed, and our anticipated future growth in
our operations will continue to place, a significant strain on our management
systems and resources. We expect that we will need to continue to improve our
financial and managerial controls and reporting systems and procedures, and will
need to continue to expand, train and manage our workforce. Our future
performance may also depend on the effective integration of acquired businesses.
Such integration, even if successful, may take a significant period of time and
expense, and may place a significant strain on our resources. Our business,
results of operations and financial condition will be materially and adversely
affected if we are unable to effectively manage our expanding operations or the
relocation of our data operations.

RECENT DEVELOPMENT OF THE INTERNET ADVERTISING MARKET AND UNPROVEN ACCEPTANCE
AND EFFECTIVENESS OF WEB ADVERTISING

      Our future success is highly dependent on an increase in the use of the
Internet as an advertising medium. The Internet advertising market is new and
rapidly evolving, and it cannot yet be compared with traditional advertising
media to gauge its effectiveness. As a result, demand and market acceptance for
Internet advertising solutions is uncertain. Most of our current or potential
advertising customers have little or no experience using the Internet for
advertising purposes and they have allocated only a limited portion of their
advertising budgets to Internet advertising. The adoption of Internet
advertising,


                                       25
<PAGE>

particularly by those entities that have historically relied upon traditional
media for advertising, requires the acceptance of a new way of conducting
business, exchanging information and advertising products and services. Such
customers may find Internet advertising to be less effective for promoting their
products and services relative to traditional advertising media. In addition,
most of our current and potential Web publisher customers have little or no
experience in generating revenues from the sale of advertising space on their
Web sites. We cannot assure you that the market for Internet advertising will
continue to emerge or become sustainable. If the market for Internet advertising
fails to develop or develops more slowly than we expect, then our business,
results of operations and financial condition could be materially and adversely
affected.

      There are currently no standards for the measurement of the effectiveness
of Internet advertising and standard measurements may need to be developed to
support and promote Internet advertising as a significant advertising medium.
Our advertising customers may challenge or refuse to accept our or third-party
measurements of advertisement delivery results, and our customers may not accept
any errors in such measurements. In addition, the accuracy of database
information used to target advertisements is essential to the effectiveness of
Internet advertising that may be developed in the future. The information in our
database, like any database, may contain inaccuracies which our customers may
not accept.

      Substantially all of our revenues are derived from the delivery of banner
advertisements. If advertisers determine that banner advertising is an
ineffective or unattractive advertising medium, we cannot assure you that we
will be able to effectively make the transition to any other form of Internet
advertising. Also, there are "filter" software programs that limit or prevent
advertising from being delivered to a user's computer. The commercial viability
of Internet advertising, and our business, results of operations and financial
condition, would be materially and adversely affected by Web users' widespread
adoption of such software.

PRIVACY CONCERNS

      In recent months, the U.S. federal and various state governments have
proposed limitations on the collection and use of information regarding Internet
users. In October 1998, the European Union adopted a directive that may result
in limitations on our collection and use of information regarding Internet users
in Europe. Our DART technology targets advertising to users through the use of
"cookies" and other non-personally-identifying information. The effectiveness of
our DART technology could be limited by any regulation or limitation in the
collection or use of information regarding Internet users. Since many of the
limitations are still in the proposal stage, we cannot yet determine the full
impact of these regulations on our business.

UNPROVEN BUSINESS MODEL

      Our business model is to generate revenues solely by providing Internet
advertising solutions to advertisers, ad agencies and Web publishers. The profit
potential for our business model is unproven. To be successful, both Internet
advertising and our solutions will need to achieve broad market acceptance by
advertisers, ad agencies and Web publishers. Our ability to generate significant
revenues from advertisers will depend, in part, on our ability to contract with
Web publishers that have Web sites with adequate available ad space inventory.
Further, these Web sites must generate sufficient user traffic with demographic
characteristics attractive to our advertisers. The intense competition among
Internet advertising sellers has led to the creation of a number of pricing
alternatives for Internet advertising. These alternatives make it difficult for
us to project future levels of advertising revenues and applicable gross margin
that can be sustained by us or the Internet advertising industry in general.

      Market acceptance of our new solutions, including DoubleClick Local and
the Closed Loop Marketing Solutions suite of products, will depend on the
continued emergence of Internet commerce, communication and advertising, and
market demand for our solutions. We cannot assure you that the market for our
new solutions will develop or that demand for our new solutions will emerge or
become sustainable.

YEAR 2000 RISKS

      Currently installed computer systems and software products are coded to
accept or recognize only two digit entries in the date code field. These systems
and software products will need to accept four digit entries to distinguish 21st
century dates from 20th century dates. As a result, computer systems and/or
software used by many companies and governmental agencies may need to be
upgraded to comply with such Year 2000 requirements or risk system failure or
miscalculations causing disruptions of normal business activities.


                                       26
<PAGE>

      We have generally completed our preliminary assessment of our Year 2000
readiness. We plan to perform a Year 2000 simulation on our software during the
second quarter of 1999, following the implementation of revisions to our
software contemplated in the first quarter of 1999. We are also in the process
of contacting certain third-party vendors, licensors and providers of software,
hardware and services regarding their Year 2000 readiness. Following this
testing and after contacting these vendors and licensors, we will be better able
to make a complete evaluation of our Year 2000 readiness, to determine what
costs will be necessary to be Year 2000 compliant, and to determine whether
contingency plans need to be developed.

RISK OF SYSTEM FAILURE

      The DART technology resides on a computer system located in our New York
City offices and in DoubleClick data centers in New Jersey, California,
Australia, Brazil, England, France, Germany, Netherlands and Sweden. This
system's continuing and uninterrupted performance is critical to our success.
Customers may become dissatisfied by any system failure that interrupts our
ability to provide our services to them, including failures affecting our
ability to deliver advertisements without significant delay to the viewer.
Sustained or repeated system failures would reduce the attractiveness of our
solutions to advertisers, ad agencies and Web publishers. Slower response time
or system failures may also result from straining the capacity of our deployed
software or hardware due to an increase in the volume of advertising delivered
through our servers. To the extent that we do not effectively address any
capacity constraints or system failures, our business, results of operations and
financial condition would be materially and adversely affected.

      Our operations are dependent on our ability to protect our computer
systems against damage from fire, power loss, water damage, telecommunications
failures, vandalism and other malicious acts, and similar unexpected adverse
events. In addition, interruptions in our solutions could result from the
failure of our telecommunications providers to provide the necessary data
communications capacity in the time frame we require. Despite precautions we
have taken, unanticipated problems affecting our systems have from time to time
in the past caused, and in the future could cause, interruptions in the delivery
of our solutions. DoubleClick's ad serving capabilities, operational information
and data storage are presently redundant, as well as archived. We expect all of
our back-end systems for disaster recovery to be fully redundant by the second
quarter of 1999. Our business, results of operations and financial condition
could be materially and adversely affected by any damage or failure that
interrupts or delays our operations.

OUR MARKETS ARE HIGHLY COMPETITIVE

      Our markets, namely Internet advertising and related products and
services, are intensely competitive. We expect such competition to continue to
increase because our markets pose no substantial barriers to entry. Competition
may also increase as a result of industry consolidation. We believe that our
ability to compete depends upon many factors both within and beyond our control,
including the following:

      -     the timing and market acceptance of new solutions and enhancements
            to existing solutions developed either by us or our competitors;

      -     customer service and support efforts;

      -     sales and marketing efforts; and

      -     the ease of use, performance, price and reliability of solutions
            developed either by DoubleClick or its competitors.

      We compete for Internet advertising revenues with large Web publishers and
Web search engine companies, such as America Online, Excite, Lycos, Microsoft,
Infoseek and Yahoo!. Further, our DoubleClick Network competes with a variety of
Internet advertising networks, including 24/7 Media. In marketing our
DoubleClick Network and DART Service to Web publishers, we also compete with
providers of ad servers and related services, including NetGravity and AdForce.
We also encounter competition from a number of other sources, including content
aggregation companies, companies engaged in advertising sales networks,
advertising agencies, and other companies which facilitate Internet advertising.

      Many of our existing competitors, as well as a number of potential new
competitors, have longer operating histories, greater name recognition, larger
customer bases and significantly greater financial, technical and marketing
resources than we do. These factors may allow them to respond more quickly than
we can to new or emerging technologies and changes in customer requirements. It
may also allow them to devote greater resources than we can to the development,
promotion and sale of their


                                       27
<PAGE>

products and services. Such competitors may also engage in more extensive
research and development, undertake more far-reaching marketing campaigns, adopt
more aggressive pricing policies and make more attractive offers to existing and
potential employees, strategic partners, advertisers and Web publishers. We
cannot assure you that our competitors will not develop products or services
that are equal or superior to our solutions or that achieve greater market
acceptance than our solutions. In addition, current and potential competitors
have established or may establish cooperative relationships among themselves or
with third parties to increase the ability of their products or services to
address the needs of our prospective advertising, ad agency and Web publisher
customers. As a result, it is possible that new competitors may emerge and
rapidly acquire significant market share. Increased competition is likely to
result in price reductions, reduced gross margins and loss of market share. We
cannot assure you that we will be able to compete successfully or that
competitive pressures will not materially and adversely affect our business,
results of operations or financial condition.

      Companies doing business on the Internet, including ours, must also
compete with television, radio, cable and print (traditional advertising media)
for a share of advertisers' total advertising budgets. Advertisers may be
reluctant to devote a significant portion of their advertising budget to
Internet advertising if they perceive the Internet to be a limited or
ineffective advertising medium.

RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS OR INVESTMENTS

      We may acquire or make investments in complementary businesses, products,
services or technologies. From time to time we have had discussions with
companies regarding our acquiring, or investing in, their businesses, products,
services or technologies. We cannot assure you that we will be able to identify
suitable acquisition or investment candidates. Even if we do identify suitable
candidates, we cannot assure you that we will be able to make such acquisitions
or investments on commercially acceptable terms. If we buy a company, we could
have difficulty in assimilating that company's personnel and operations. In
addition, the key personnel of the acquired company may decide not to work for
us. If we make other types of acquisitions, we could have difficulty in
assimilating the acquired products, services or technologies into our
operations. These difficulties could disrupt our ongoing business, distract our
management and employees, increase our expenses and adversely affect our results
of operations due to accounting requirements such as goodwill. Furthermore, we
may incur debt or issue equity securities to pay for any future acquisitions.
The issuance of equity securities could be dilutive to our existing
stockholders.

DEPENDENCE ON KEY PERSONNEL

      Our future success depends to a significant extent on the continued
service of our key technical, sales and senior management personnel, in
particular, Kevin J. O'Connor, our Chief Executive Officer and Chairman of the
Board of Directors, Kevin P. Ryan, our President and Chief Operating Officer,
and Dwight A. Merriman, our Chief Technical Officer. We have no employment
agreements with any of these executives. The loss of the services of Messrs.
O'Connor, Ryan or Merriman, or certain other key employees, would likely have a
material adverse effect on our business, results of operations and financial
condition. Our future success also depends on our continuing to attract, retain
and motivate highly skilled employees. Competition for employees in our industry
is intense. We may be unable to retain our key employees or attract, assimilate
or retain other highly qualified employees in the future. We have from time to
time in the past experienced, and we expect to continue to experience in the
future, difficulty in hiring and retaining highly skilled employees with
appropriate qualifications.

DEPENDENCE ON THE WEB INFRASTRUCTURE

      Our success will depend, in large part, upon the maintenance of the Web
infrastructure, such as a reliable network backbone with the necessary speed,
data capacity and security, and timely development of enabling products such as
high speed modems, for providing reliable Web access and services and improved
content. We cannot assure you that the Web infrastructure will continue to
effectively support the demands placed on it as the Web continues to experience
increased numbers of users, frequency of use or increased bandwidth requirements
of users. Even if the necessary infrastructure or technologies are developed, we
may have to spend considerable amounts to adapt our solutions accordingly.
Furthermore, the Web has experienced a variety of outages and other delays due
to damage to portions of its infrastructure. Such outages and delays could
impact the Web sites of Web publishers using our solutions and the level of user
traffic on Web sites on the DoubleClick Network.


                                       28
<PAGE>

DEPENDENCE ON PROPRIETARY RIGHTS AND RISK OF INFRINGEMENT

      Our success and ability to compete are substantially dependent on our
internally developed technologies and trademarks, which we protect through a
combination of patent, copyright, trade secret and trademark law. We have filed
three patent applications in the United States and one patent application
internationally. In addition, we apply to register our trademarks in the United
States and internationally. (We own the registration for the DoubleClick
trademark in the United States.) We cannot assure you that any of our patent
applications or trademark applications will be approved. Even if they are
approved, such patents or trademarks may be successfully challenged by others or
invalidated. If our trademark registrations are not approved because third
parties own such trademarks, our use of such trademarks will be restricted
unless we enter into arrangements with such third parties which may be
unavailable on commercially reasonable terms.

      We generally enter into confidentiality or license agreements with our
employees, consultants and corporate partners, and generally control access to
and distribution of our technologies, documentation and other proprietary
information. Despite our efforts to protect our proprietary rights from
unauthorized use or disclosure, parties may attempt to disclose, obtain or use
our solutions or technologies. We cannot assure you that the steps we have taken
will prevent misappropriation of our solutions or technologies, particularly in
foreign countries where laws or law enforcement practices may not protect our
proprietary rights as fully as in the United States.

      Our DART technology collects and utilizes data derived from user activity
on the DoubleClick Network and the Web sites of Web publishers using our
solutions. This data is used for ad targeting and predicting ad performance.
Although we believe that we have the right to use such data and the compilation
of such data in our database, we cannot assure you that any trade secret,
copyright or other protection will be available for such information. In
addition, others may claim rights to such information. Further, pursuant to our
contracts with Web publishers using our solutions, we are obligated to keep
certain information regarding each Web publisher confidential.

      We have licensed, and we may license in the future, elements of our
trademarks, trade dress and similar proprietary rights to third parties. While
we attempt to ensure that the quality of our brand is maintained by these
business partners, such partners may take actions that could materially and
adversely affect the value of our proprietary rights or our reputation.

      We cannot assure you that any of our proprietary rights will be viable or
of value in the future since the validity, enforceability and scope of
protection of certain proprietary rights in Internet-related industries is
uncertain and still evolving. Furthermore, third parties may assert infringement
claims against us. From time to time we have been, and we expect to continue to
be, subject to claims in the ordinary course of our business, including claims
of alleged infringement of the trademarks and other intellectual property rights
of third parties by us or the Web publishers with Web sites in the DoubleClick
Network. Such claims and any resultant litigation, should it occur, could
subject us to significant liability for damages and could result in the
invalidation of our proprietary rights. In addition, even if we prevail, such
litigation could be time-consuming and expensive to defend, and could result in
the diversion of our time and attention, any of which could materially and
adversely affect our business, results of operations and financial condition.
Any claims or litigation from third parties may also result in limitations on
our ability to use the trademarks and other intellectual property subject to
such claims or litigation unless we enter into arrangements with the third
parties responsible for such claims or litigation which may be unavailable on
commercially reasonable terms.

RISKS ASSOCIATED WITH TECHNOLOGICAL CHANGE

      The Internet and Internet advertising markets are characterized by rapidly
changing technologies, evolving industry standards, frequent new product and
service introductions, and changing customer demands. Our future success will
depend on our ability to adapt to rapidly changing technologies and to enhance
existing solutions and develop and introduce a variety of new solutions to
address our customers' changing demands. We may experience difficulties that
could delay or prevent the successful design, development, introduction or
marketing of our solutions. In addition, our new solutions or enhancements must
meet the requirements of our current and prospective customers and must achieve
significant market acceptance. Material delays in introducing new solutions and
enhancements may cause customers to forego purchases of our solutions and
purchase those of our competitors.

RISKS ASSOCIATED WITH INTERNATIONAL EXPANSION


                                       29
<PAGE>

      We have operations in a number of international markets. We intend to
continue to expand our international operations and international sales and
marketing efforts. To date, we have limited experience in developing localized
versions of our solutions and in marketing, selling and distributing our
solutions internationally. We have established DoubleClick Networks in
Australia, Canada, France, Germany, Benelux (Belgium, Netherlands, and
Luxembourg) and the United Kingdom. In Japan, Iberoamerica (Spain, Portugal and
Latin America), Italy and Scandinavia (Sweden, Norway, Finland, and Denmark), we
are relying on our business partners to conduct operations, establish local
networks, aggregate Web publishers and coordinate sales and marketing efforts.
Our success in such markets is directly dependent on the success of our business
partners and their dedication of sufficient resources to our relationship.

      International operations are subject to other inherent risks, including:

      -     the impact of recessions in economies outside the United States;

      -     changes in regulatory requirements;

      -     reduced protection for intellectual property rights in some
            countries;

      -     potentially adverse tax consequences;

      -     difficulties and costs of staffing and managing foreign operations;

      -     political and economic instability;

      -     fluctuations in currency exchange rates; and

      -     seasonal fluctuations in Internet usage.

      These risks may materially and adversely affect our business, results of
operations or financial condition.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

      Laws and regulations directly applicable to Internet communications,
commerce and advertising are becoming more prevalent. The most recent session of
the United States Congress resulted in Internet laws regarding children's
privacy, copyrights and taxation. Such legislation could dampen the growth in
use of the Web generally and decrease the acceptance of the Web as a
communications, commercial and advertising medium. The governments of other
states or foreign countries might attempt to regulate our transmissions or levy
sales or other taxes relating to our activities. The European Union recently
enacted its own privacy regulations that may result in limits on the collection
and use of certain user information. The laws governing the Internet, however,
remain largely unsettled, even in areas where there has been some legislative
action. It may take years to determine whether and how existing laws such as
those governing intellectual property, privacy, libel and taxation apply to the
Internet and Internet advertising. In addition, the growth and development of
the market for Internet commerce may prompt calls for more stringent consumer
protection laws, both in the United States and abroad, that may impose
additional burdens on companies conducting business over the Internet. Our
business, results of operations and financial condition could be adversely
affected by the adoption or modification of laws or regulations relating to the
Internet.

SUBSTANTIAL INFLUENCE BY OFFICERS AND DIRECTORS

      The executive officers, directors and entities affiliated with them
beneficially own approximately a significant percentage of our outstanding
common stock. These stockholders may be able to exercise substantial influence
over all matters requiring approval by our stockholders, including the election
of directors and approval of significant corporate transactions. This
concentration of ownership may also have the effect of delaying or preventing a
change in control of DoubleClick.

POSSIBLE VOLATILITY OF STOCK PRICE


                                       30
<PAGE>

      The market price of our common stock has fluctuated in the past and is
likely to continue to be highly volatile and could be subject to wide
fluctuations. In addition, the stock market has experienced extreme price and
volume fluctuations. The market prices of the securities of Internet-related
companies have been especially volatile. Investors may be unable to resell their
shares of our common stock at or above the offering price. In the past,
companies that have experienced volatility in the market price of their stock
have been the object of securities class action litigation. If we were the
object of securities class action litigation, it could result in substantial
costs and a diversion of management's attention and resources.


                                       31
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

            NONE

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      (a)   Changes in Securities:

            NONE

      (b)   Use of Proceeds

      On February 19, 1998, the Securities and Exchange Commission declared
      effective the Company's Registration Statement on Form S-1 (File No.
      333-42323). Pursuant to this Registration Statement, and the Abbreviated
      Registration Statement filed on February 19, 1998 pursuant to Rule 462(b)
      promulgated under the Securities Act of 1933, as amended, on February 25,
      1998, DoubleClick completed the initial public offering of 4,025,000
      shares of its Common Stock at an initial public offering price of $17.00
      per share (the "Offering"). The Offering was managed by Goldman, Sachs &
      Co., BT Alex.Brown and Cowen & Company. Proceeds to DoubleClick, after
      calculation of the underwriters discount and commission, from the Offering
      totaled approximately $62.5 million net of offering costs of $1.1 million.
      None of the expenses incurred in the offering were direct or indirect
      payments to directors, officers, general partners of the issuer or their
      associates, to persons owning ten percent or more of any class of equity
      securities of the issuer or to affiliates of the issuer. During the nine
      months ended September 30, 1998, DoubleClick used $26.8 million of the
      proceeds from the Offering toward general corporate purposes, including
      working capital, and toward the expansion of DoubleClick's international
      operations and sales and marketing capabilities. None of these expenses
      were direct or indirect payments to directors, officers, general partners
      of the issuer or their associates, to persons owning ten percent or more
      of any class of equity securities of the issuer or to affiliates of the
      issuer.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      NONE

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

      NONE

ITEM 5. OTHER INFORMATION

      NONE

ITEM 6. EXHIBITS AND REPORT ON FORM 8-K

(a)   The following Exhibits are filed as part of this report:


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<PAGE>

      6.1   Indenture, dated as of March 22, 1999, between DoubleClick Inc. and
            The Bank of New York, as trustee.

      6.2   Registration Agreement, dated as of March 22, 1999, between
            DoubleClick Inc. and the Initial Purchasers as named on Schedule I
            to the Purchase Agreement.

      27.1  Financial Data Schedule

(b)   Reports on Form 8-K

      DoubleClick filed three reports on the form 8-K during the three months
ended on March 31, 1999. One Form 8-K was filed on February 3, 1999 announcing
the Alta Vista Advertising Services Agreement. One form 8-K was filed on March
15,1999 announcing a two-for-one stock split and the issuance of the 4 3/4%
Convertible Subordinated Notes. One Form 8-K was filed on March 15, 1999 for
purposes of filing the Alta Vista Advertising Services Agreement.


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<PAGE>

ITEM 7. SIGNATURES

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

                           DOUBLECLICK INC.


Date: October 15, 1999     By: /s/ STEPHEN COLLINS

                           Stephen Collins
                           CHIEF FINANCIAL OFFICER (PRINCIPAL FINANCIAL OFFICER)


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