U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

                              EXCHANGE ACT OF 1934

                 For the quarterly period ending March 31, 1998

                                       OR

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

                              EXCHANGE ACT OF 1934

    For the transition period from____________________to ____________________
                             Commission file number


                                DOUBLECLICK INC.

             (Exact Name of Registrant as Specified in its Charter)

    DELAWARE                         7319                      13-3870996
   (State of             (Primary Standard Industrial        I.R.S. Employer
 Incorporation)              Classification Code)         Identification Number)

                         41 MADISON AVENUE, 32ND FLOOR
                            NEW YORK, NEW YORK 10010
                                 (212) 683-0001
               (Address, Including Zip Code, and Telephone Number,
        Including Area Code, of Registrant's Principal Executive Offices)


                                KEVIN J. O'CONNOR
                             CHIEF EXECUTIVE OFFICER
                                DOUBLECLICK INC.
                          41 MADISON AVENUE, 32ND FLOOR
                            NEW YORK, NEW YORK 10010
                                 (212) 683-0001
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)


Check  whether the  registrant:  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 March 31, 1998, there were 16,414,156  shares of the  registrant's  common
stock outstanding.



<PAGE>



                                                                    PAGE NUMBER
PART I   FINANCIAL INFORMATION

ITEM 1:  Consolidated Financial Statements:

            Consolidated  Balance  Sheet as of  December  31, 1997 and 
               March 31, 1998 (unaudited with respect to March 31, 1998)  3

            Unaudited Consolidated Statement of Operations for the
               three months ended March 31, 1997 and 1998                 4

            Unaudited Consolidated Statement of Cash Flows for the
               three months ended March 31, 1997 and 1998                 5

            Notes to Unaudited Consolidated Financial Statements          6

ITEM 2:     Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                  8


PART II     OTHER INFORMATION

ITEM 1:     Legal Proceedings                                            18

ITEM 2:     Changes in Securities and Use of Proceeds                    18

ITEM 3:     Defaults Upon Senior Securities                              18

ITEM 4:     Submission of Matters to a Vote of Security Holders          18

ITEM 5:     Other Information                                            18

ITEM 6:     Exhibits and Reports on Form 8-K                             18

ITEM 7:     Signatures                                                   19


                                      -2-
<PAGE>
<TABLE>



                                DOUBLECLICK INC.

                           CONSOLIDATED BALANCE SHEET
                   (Unaudited with respect to March 31, 1998)

                                                                    December 31,         March 31,
                                                                        1997               1998
                                                                        ----               ----
                                   ASSETS

Current assets:
<CAPTION>
<S>                                                                  <C>              <C>
Cash and cash equivalents ...........................................$ 2,671,845      $ 62,047,845
Short-term investments ..............................................  5,874,229         2,332,399
Accounts receivable, less allowance for doubtful accounts of
   $712,075 at December 31, 1997 and $798,437 at
   March 31, 1998 ................................................... 10,489,256        15,536,166
Prepaid expenses and other current assets ...........................    355,841           468,400
                                                                        --------          --------
     Total current assets ........................................... 19,391,171        80,384,810

Property and equipment, net .........................................  1,997,326         4,523,511
Investments, at cost ................................................    254,926           254,926
Other assets ........................................................     98,574           110,522
                                                                         -------           -------
     Total assets ..................................................$ 21,741,997      $ 85,273,769
                                                                    -------------     ------------

                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable ....................................................$ 8,142,429       $ 9,809,014
Accrued expenses ....................................................  3,408,542         5,623,293
Deferred revenues ...................................................     91,061         1,009,217
Deferred license and service fees ...................................    237,500           443,742
                                                                        --------           -------
     Total current liabilities ...................................... 11,879,532        16,885,266

Deferred license and service fees ...................................    462,500           494,265
Capital lease obligations ...........................................          -           227,895

Stockholders' equity:
Convertible preferred stock, par value $0.001; 40,000 shares
   authorized; issued and outstanding 40,000 at December 31, 1997 ...         40                 -
Common stock, par value $0.001; 40,000,000 shares authorized;
   issued and outstanding 6,118,972 at December 31, 1997;
   16,414,156 at March 31, 1998 .....................................      6,119            16,414
Additional paid-in capital .......................................... 46,996,328       109,503,361
Cumulative translation adjustment                                         (1,271)          (23,376)
Deferred compensation ............................................... (1,056,773)         (852,483)
Unrealized loss on marketable securities                                       -            (5,842)
Accumulated deficit .................................................(36,544,478)      (40,971,731)
                                                                     ------------      ------------
     Total stockholders' equity .....................................  9,399,965        67,666,343
                                                                       ----------       ----------
     Total liabilities and stockholders' equity ....................$ 21,741,997      $ 85,273,769
                                                                    =============     ============


        The accompanying notes are an integral part of these consolidated financial statements
</TABLE>


                                      -3-
<PAGE>
<TABLE>

                                DOUBLECLICK INC.

                 UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS




                                                  Three Months Ended
                                      ------------------------------------------
                                      March 31, 1997              March 31, 1998
                                      --------------              --------------

<CAPTION>
<S>                                      <C>                      <C>
Revenues ............................... $ 5,329,369              $ 13,003,544
Cost of revenues .......................   3,394,396                 8,844,583
                                           ----------                ---------
   Gross profit ........................   1,934,973                 4,158,961
                                           ----------                ---------

Operating expenses
   Sales and marketing .................   2,120,085                 5,624,029
   General and administrative ..........     752,423                 2,348,602
   Product development .................     232,553                 1,025,509
                                             --------                ---------
     Total operating expenses ..........   3,105,061                 8,998,140
                                           ----------                ---------

Loss from operations ...................  (1,170,088)               (4,839,179)

Interest income ........................           -                   428,045
Interest expense .......................     (72,339)                  (16,119)
                                             --------                  --------

Net loss ...............................$ (1,242,427)             $ (4,427,253)
                                        =============             =============

Basic net loss per share ...............     $ (0.14)                  $ (0.42)
                                             --------                  --------
Pro forma basic net loss per share .....     $ (0.11)                  $ (0.31)
                                             --------                  --------

Weighted average shares used in basic net
   loss per share calculation ..........    9,059,120                10,582,602
                                           ----------                ----------
Weighted average shares used in pro forma
   basic net loss per share calculation..  11,397,417                14,115,448
                                          -----------                ----------


The accompanying notes are an integral part of these consolidated financial statements
</TABLE>


                                      -4-
<PAGE>

<TABLE>

                                DOUBLECLICK INC.

                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS



                                                                        Three Months Ended
                                                                 ----------------------------------
                                                                 March 31, 1997      March 31, 1998
                                                                 --------------      --------------

CASH FLOWS FROM OPERATING ACTIVITIES
<CAPTION>
<S>                                                              <C>                <C>
   Net loss .....................................................$ (1,242,427)      $ (4,427,253)
   Adjustments to reconcile net loss to cash used in operating activities:
     Depreciation and amortization ..............................      47,540            204,580
     Amortization of deferred compensation expense ..............           -            204,290
     Provision for bad debt debts ...............................      75,000             86,362
     Changes in operating assets and liabilities:
       Accounts receivables .....................................    (661,361)        (5,133,272)
       Prepaid expenses and other current assets ................      (1,466)          (124,507)
       Accounts payable .........................................     618,845          1,666,585
       Accrued expenses .........................................    (394,573)         2,214,751
       Deferred revenues ........................................     (95,041)         1,156,163
                                                                      --------         ---------
          Net cash used in operating activities .................  (1,653,483)        (4,152,301)
                                                                   -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Sales and maturities of short-term investments ...............           -          3,535,987
   Purchases of property and equipment ..........................    (512,841)        (2,730,765)
                                                                     ---------        -----------
          Net cash (used in) provided by investing activities ...    (512,841)           805,222
                                                                     ---------           -------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from initial public offering, net ...................           -         62,505,885
   Proceeds from exercise of common stock options ...............           -             11,404
   Capital lease obligations ....................................           -            227,895
   Advances from related party ..................................   2,182,244                 -
                                                                    ----------                -
          Net cash provided by financing activities .............   2,182,244         62,745,184
                                                                    ----------        ----------

Effect of cumulative translation adjustment .....................          -             (22,105)
                                                                           --            --------

Net increase in cash and cash equivalents .......................      15,920         59,376,000
Cash and cash equivalents at beginning of period ................          -           2,671,845
                                                                           --          ---------

Cash and cash equivalents at end of period ......................    $ 15,920       $ 62,047,845
                                                                     =========      ============


      The accompanying notes are an integral part of these consolidated financial statements
</TABLE>


                                      -5-
<PAGE>



                                DOUBLECLICK INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE 1--SUMMARY OF OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF OPERATIONS

    DoubleClick  Inc.  (together  with its  subsidiaries,  the  "Company")  is a
leading provider of comprehensive Internet advertising solutions for advertisers
and Web publishers.  The Company'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.  The  Company  was  organized  as  a  Delaware
corporation on January 23, 1996 and commenced operations on that date.

    Inherent in the  Company's  business  are various  risks and  uncertainties,
including its limited operating history, unproven business model and the limited
history of commerce on the Internet.  The  Company's  success may depend in part
upon the  emergence  of the  Internet as a  communications  medium,  prospective
product  development  efforts,  and the acceptance of the Company's solutions by
the marketplace.

BASIS OF PRESENTATION

    The unaudited  consolidated financial statements included herein include the
accounts of the  Company  and its wholly  owned  subsidiaries.  All  significant
intercompany transactions and balances have been eliminated. Investments in less
than 20% owned business partners, for whom the Company 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, 1998, and the  consolidated
statement of operations and cash flows for the three months ended March 31, 1997
and 1998 have been  prepared by the Company,  without  audit.  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, 1998 and for all periods  presented  have been made. The
consolidated  balance  sheet at  December  31,  1997 has been  derived  from the
audited financial statements at that date.

    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.

    These  unaudited   consolidated  financial  statements  should  be  read  in
conjunction with the Company's audited consolidated financial statements and the
notes thereto as included in the Company's  Registration  Statements on Form S-1
filed with the  Securities  and Exchange  Commission  on December  16, 1997,  as
amended with the Securities and Exchange  Commission  through February 19, 1998.
The  results of  operations  for the three  months  ended March 31, 1998 are not
necessarily  indicative of the results to be expected for any subsequent quarter
or the entire fiscal year ending December 31, 1998.

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.

MARKETABLE SECURITIES

    The Company accounts for investments in marketable  securities in accordance
with  Statement of  Financial  Accounting  Standards  No. 115,  "Accounting  for
Certain Investments in Debt and Equity  Securities".  The Company classifies its
short-term  investments as available-for-sale.  Accordingly,  these investments,
primarily corporate bonds with maturities ranging from four to eight months, are
carried at fair value.  Changes in market  values are  reflected  as  unrealized
gains or losses,  calculated on the specific identification method, and reported
as a net amount in a separate component of stockholders' equity.



                                      -6-
<PAGE>


FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK

    Financial  instruments that  potentially  subject the Company to credit risk
consist primarily of cash and cash equivalents, short-term investments and trade
receivables.

    The  Company  performs  ongoing  credit  evaluations  of its  customers  and
generally does not require collateral.  No single customer represented more than
10% of revenues for the three months ended March 31, 1998. Revenues derived from
customers  outside  the United  States  have not been  material.  The Company is
subject to  concentrations  of credit risk and interest rate risk related to its
short-term  investments.  The  Company's  credit risk is managed by limiting the
amount of  investments  placed with any one issuer,  investing  in money  market
funds, short term commercial paper, and A1 rated corporate bonds with an average
days to maturity of 16 days as of March 31, 1998.

PRO-FORMA NET LOSS PER SHARE

    Pro-forma  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 and the shares
resulting from the assumed conversion of all outstanding  convertible  preferred
stock as though such  conversion  occurred at the beginning of the period,  less
shares   assumed  to  have  been  redeemed  in   connection   with  the  Company
recapitalization  of the Company in June 1997,  as though such  recapitalization
also  occurred at the  beginning  of the period.  Options to purchase  shares of
common stock could potentially dilute basic earnings per share in the future and
have not been included in the  computation of diluted net loss per share because
to do so would have been antidilutive for the periods presented.

NEW ACCOUNTING PRONOUNCEMENTS

    In June 1997, the FASB issued SFAS No. 130, Reporting  Comprehensive  Income
(Statement  130).   Statement  130  establishes   standards  for  reporting  and
disclosure  of  comprehensive  income and its  components  (revenues,  expenses,
gains,  and  losses)  in a full  set of  general-purpose  financial  statements.
Statement 130, which is effective for fiscal years  beginning after December 15,
1997, requires  reclassification of financial  statements for earlier periods to
be provided for comparative purposes.  The Company anticipates that implementing
the  provisions  of  Statement  130 will not have a  significant  impact  on the
Company's existing disclosures.

    In June 1997, the FASB issued SFAS No. 131,  Disclosure About Segments of an
Enterprise and Related  Information  (Statement 131).  Statement 131 establishes
standards for the way that public business  enterprises report information about
operating segments.  It also establishes standards for related disclosures about
products and services,  geographic areas and major  customers.  Statement 131 is
effective  for fiscal years  beginning  after  December 15, 1997. In the initial
year of application, comparative information for earlier years must be restated.
The Company  anticipates that  implementing the provisions of Statement 131 will
not have a significant impact on the Company's existing disclosures.

NOTE 2--STOCKHOLDERS' EQUITY

    In  February  1998,  the Company  completed  an initial  public  offering of
4,025,000  shares of the Company's  Common  stock.  Proceeds to the Company from
this initial public offering totaled approximately $62.5 million net of offering
costs of $1.1  million.  Upon the closing of the initial  public  offering,  the
Company's  convertible preferred stock converted into 6,234,434 shares of Common
stock.  There were 35,750  shares of stock  options  exercised  during the three
months ended March 31, 1998.




                                      -7-
<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 THE COMPANY CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING
OF SECTION 27A OF THE  SECURITIES  ACT OF 1993 AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934. THE COMPANY'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" AND ELSEWHERE IN THIS QUARTERLY REPORT.

OVERVIEW

    DoubleClick  is a leading  provider of  comprehensive  Internet  advertising
solutions for advertisers and Web publishers.  The Company offers three distinct
Internet advertising solutions:  (i) the DoubleClick Network,  launched in March
1996; (ii) DoubleClick's DART Service,  marketed to Web publishers since January
1997; and (iii) DoubleClick Direct, an Internet-based  direct marketing solution
introduced on a limited basis in September 1997. DoubleClick's  proprietary DART
technology,  which  dynamically  matches and delivers  ads to a target  audience
within milliseconds, is the platform for all of the Company's solutions.

     The Company was formed in January 1996 by Kevin J. O'Connor,  the Company's
Chief  Executive  Officer,  Dwight A. Merriman,  the Company's  Chief  Technical
Officer,  and the  DoubleClick  Division of Poppe Tyson, a subsidiary of Bozell,
Jacobs,  Kenyon & Eckhardt,  Inc. ("Poppe Tyson"). The Company has grown from 13
employees as of March 31, 1996 to 248 employees as of March 31, 1998.

     The  Company  has  derived  substantially  all of  its  revenues  from  the
DoubleClick  Network.  The Company offers advertising on the DoubleClick Network
to third party  advertisers with pricing  determined on a CPM (cost per thousand
ads  delivered)  basis.  Discounts  are  offered  based on a variety of factors,
including  the  duration  and  gross  dollar  amount of  advertising  campaigns.
Advertisements  delivered by the Company are typically sold pursuant to purchase
order agreements, which are subject to cancellation.  The Company's revenues are
received  from the  advertiser  that orders the ad, and the Company pays the Web
publisher  on whose Web site  such  advertisement  is  delivered  a service  fee
calculated as a percentage of such revenues, which amount is included in cost of
revenues.  The  Company  is  responsible  for  billing  and  collecting  for ads
delivered  on  the  DoubleClick  Network  and  typically  assumes  the  risk  of
non-payment from  advertisers.  In addition,  the Company earns service fees for
providing the DART Service to Web publishers.  DoubleClick Direct advertising is
priced on a  "cost-per-click",  "cost-per-lead"  and "cost-per-sale or download"
basis.

    Advertising  revenues are recognized in the period that the advertisement is
delivered, provided that no significant obligations remain and collection of the
resulting   receivable   is  probable.   The  Company  also  sells   sponsorship
advertising,  which involves a greater degree of integration  among the Company,
the advertiser and the Web sites on the 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.

    The Company  expects that revenues  generated from the  DoubleClick  Network
will continue to account for a substantial portion of the Company's revenues for
the foreseeable  future. The Company typically enters into short-term  contracts
with Web publishers for inclusion of their Web sites in the DoubleClick Network.
The failure to successfully market the 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 the Company's business, results of
operations and financial condition.

    In December  1996,  the  Company  entered  into an  agreement  with  Digital
Equipment  Corporation to be the exclusive  third-party  provider of advertising
services on specified  pages within the  AltaVista  Web site.  The agreement was
amended  on  January 7, 1998 to extend  the term  through  December  1999 and to
provide that the agreement  survives a change of control of AltaVista or Digital
Equipment Corporation,  although,  notwithstanding either such provision, either
party  may  terminate  the  agreement  upon  90  days'  prior  written   notice.
DoubleClick  pays  AltaVista a service fee  calculated  as a  percentage  of the
revenues  derived from  delivery of  advertisements  on the  AltaVista Web site.
Revenues  from  advertisements  delivered  on the  AltaVista  Web site were $6.6
million, or 50.9% of the Company's revenues for the three months ended March 31,
1998.  No  other  web  site or  publisher  accounted  for  more  than 10% of the
Company's revenue for the three months ended March 31, 1998.


                                      -8-
<PAGE>

    In February 1998, the Company sold 4,025,000  shares of the Company's Common
Stock at a price of $17.00 per share  through an initial  public  offering.  Net
proceeds  from this  offering  totaled  approximately  $62.5  million.  With the
proceeds,  the  Company  plans to enhance  and expand the  DoubleClick  Network,
expand sales and marketing,  establish and enhance DART service and  DoubleClick
Direct, and expand internationally.

    The Company has incurred  significant losses since its inception,  and as of
March 31,  1998 had an  accumulated  deficit of $41.0  million,  of which  $16.0
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 the Company that occurred simultaneously with the completion
of a private  placement of the  Company's  securities in June 1997. In addition,
the Company has recorded deferred compensation of $1.5 million, which represents
the  difference  between the  exercise  price and the fair  market  value of the
Company's  Common  Stock  issuable  upon the exercise of certain  stock  options
granted to employees.  Of the total deferred  compensation  amount, $0.6 million
has been  amortized as of March 31, 1998.  The remaining  deferred  compensation
amount  will be  amortized  over the  remaining  vesting  periods of the related
options. The Company believes that period-to-period comparisons of its operating
results are not  meaningful  and that the  results for any period  should not be
relied  upon as an  indication  of future  performance.  The  Company  currently
expects to significantly  increase its operating expenses in order to expand its
sales and  marketing  operations,  to  continue  to expand  internationally,  to
upgrade and enhance its DART technology and to market and support its solutions.
As a result of these  factors,  there can be no assurance  that the Company will
not incur significant losses on a quarterly and annual basis for the foreseeable
future.

    REVENUES

    Revenues  increased  from $5.3  million for the three months ended March 31,
1997 to $13.0  million for the three months ended March 31, 1998, or an increase
of 144.0%.  The  increase in revenues  was due  primarily  to an increase in the
number of advertisers  and ads delivered on the DoubleClick  Network,  including
ads  delivered  on or through  the  AltaVista  Web site.  Revenues  earned  from
advertisements  delivered on the AltaVista Web site were $6.6 million,  or 50.9%
of revenues for the three months ended March 31, 1998, compared to $1.9 million,
or 36.4% of revenues for the three  months ended March 31, 1997.  AltaVista is a
significant  part of the  DoubleClick  Network  and is  expected  to continue to
account for a  significant  portion of the  Company's  revenues for the next few
years. No other Web site accounted for more than 10.0% of revenues for the three
months  ended  March 31,  1998,  and no one  advertiser  accounted  for 10.0% of
revenues  during  the  same  period.  To  date,  the  Company  has  not  derived
significant revenues from its DART Service,  DoubleClick Direct or international
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 and Internet  access costs.  Gross margins were 36.3%
and 32.0% for the three  months  ended  March 31,  1997 and 1998,  respectively.
Gross  margins  decreased  for the three  months ended March 31, 1998 due to the
shift in the  Company's  revenue mix away from the sale of  advertisements  on a
commission basis. The Company anticipates that its service fees, depreciation of
the ad delivery  system and Internet  access costs will  continue to increase in
absolute  dollars  with the  increase  in revenue  and ad volume.  To the extent
revenues  from its DART Service and  DoubleClick  Direct  increase,  the Company
anticipates that gross margins will increase.

    OPERATING EXPENSES

    SALES AND MARKETING. Sales and marketing expenses were $2.1 million and $5.6
million for the three  months  ended March 31, 1997 and 1998,  respectively,  or
39.8% and 43.2% of revenues,  respectively. The increase in absolute dollars was
primarily   attributable  to  the  increase  in  sales  personnel,   commissions
associated  with the increase in revenues,  the costs  associated with expanding
international  operations  and costs  related to the continued  development  and
implementation of the Company's  marketing and branding  campaigns.  The Company
expects sales and marketing expenses to increase on an absolute dollar basis but
remain  relatively  constant as a  percentage  of revenues as the Company  hires
additional  personnel,  expands  into new markets and  continues  to promote the
DoubleClick brand.

    GENERAL AND  ADMINISTRATIVE.  General and administrative  expenses were $0.8
million  and $2.3  million for the three  months  ended March 31, 1997 and 1998,
respectively,  or 14.1% and 18.1% of  revenues,  respectively.  The  increase in
absolute  dollars  was  primarily  a result of  expenses  related  to  increased
personnel  and  professional  service  fees.  The  Company  expects  general and
administrative  expenses to increase on an absolute dollar basis but decrease as
a percentage  of revenues as the Company hires  additional  personnel and incurs
additional  costs related to the growth of its business and its  operations as a
public company.

                                      -9-
<PAGE>

    PRODUCT DEVELOPMENT. Product development expenses were $0.2 million and $1.0
million for the three  months  ended March 31, 1997 and 1998,  respectively,  or
4.4% and 7.9% of revenues,  respectively.  The increase in absolute  dollars was
due  primarily to  increases in product  development  personnel  and  consulting
expenses.  Product  development  expenses  incurred  were  primarily  related to
enhancements to the DART  technology and the development of DoubleClick  Direct.
The  Company  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.

    INTEREST INCOME (EXPENSE)

    Net interest  income was $412,000 for the three months ended March 31, 1998,
compared to net interest expense of $72,000 for the three months ended March 31,
1997. The increase in interest  income is  attributable  to a higher cash,  cash
equivalents  and short-term  investments  balance as a result of public offering
proceeds  received  in  February  1998.  Interest  income in future  periods may
fluctuate as a result of fluctuations in average cash balances maintained by the
Company and changes in the market rate of its investments.

    NET LOSS

    The Company  recorded a net loss of $1.2  million  and $4.4  million for the
three months ended March 31, 1997 and 1998 respectively,  or $0.11 and $0.31 per
share on a pro  forma  basis,  respectively.  The  increase  in the net loss was
primarily due to the hiring of additional  personnel in all areas of the Company
as it continued to build its infrastructure, expand its markets and increase its
brand awareness.

    LIQUIDITY AND CAPITAL RESOURCES

    The Company has financed  its  operations  through the private  placement of
equity  securities,  borrowings  from a related  party,  and its initial  public
offering.  In June 1997,  the Company  completed a private  placement  of equity
securities to new investors and received $39.8 million in net proceeds, of which
$25.0   million  was  used  to  redeem  shares  of  Common  Stock  from  certain
stockholders.  On December 30, 1997,  $5,000,000  in  borrowings  from a related
party pursuant to a Convertible  Promissory  Note (the  "Convertible  Note") was
converted to 779,302 shares of the Company's Common Stock. In February 1998, the
Company sold 4,025,000 shares of the Company's Common Stock at a price of $17.00
per share through an initial  public  offering.  Net proceeds from this offering
were approximately $62.5 million.

    Net cash used in operating  activities was $1.7 million and $4.2 million for
the three  months  ended  March 31,  1997 and 1998,  respectively.  Cash used in
operating activities for the three months ended March 31, 1998 resulted from net
operating  losses and an increase in accounts  receivable,  which were partially
offset by increases in accounts payable, accrued expenses and deferred revenues.

    Net cash used in investing  activities was $0.5 million for the three months
ended March 31, 1997,  compared to net cash provided by investing  activities of
$0.8 for the three  months  ended March 31,  1998.  Cash  provided by  investing
activities  for the three months  ended March 31, 1998  resulted  from  proceeds
provided by the sales and maturities of short-term investments, partially offset
by an increase in purchases of property and equipment.

    Net cash provided by financing activities was $2.2 million and $62.7 million
for the three months ended March 31, 1997 and 1998, respectively.  Cash provided
by financing  activities  for the three  months  ended March 31, 1998  consisted
primarily of $62.5 million in net proceeds from the initial public offering.

    As of March  31,  1997,  the  Company  had  $62.0  million  of cash and cash
equivalents and $2.3 million in short-term investments.  The Company's principal
commitments consisted of obligations under operating and capital leases.

    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.  The  Company  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 the Company's  cash  resources.  The Company  believes
that the 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.




                                      -10-
<PAGE>

RISK FACTORS THAT MAY AFFECT FUTURE RESULTS

         The Company believes that results of operations in any quarterly period
may be impacted by factors that have occurred in the past,  and may occur in the
future,  such as the Company's limited operating history,  history of losses and
anticipation of continue losses, the Web publisher  concentration and dependence
on  AltaVista,  reliance on the  DoubleClick  Network,  dependence  on a limited
number of advertisers,  management of growth,  dependence on key personnel,  the
developing  market for Internet  advertising,  the Company's  unproven  business
model, system failure,  dependence on proprietary rights, increased competition,
technological  changes,  product  development  risks and risks  associated  with
international expansion.

Extremely Limited Operating History; History Of Losses;
Anticipation Of Continued Losses

    The Company  was  incorporated  in January  1996 and its  prospects  must be
considered  in  light  of  the  risks,  expenses  and  difficulties   frequently
encountered   by  companies   with  extremely   limited   operating   histories,
particularly  companies in the new and rapidly evolving markets for the Internet
and Internet services,  including the Internet  advertising market. There can be
no  assurance  that the Company will be  successful  in  addressing  such risks.
Although  the  Company  has  experienced   revenue  growth  in  recent  periods,
historical growth rates may not be sustained and are not necessarily  indicative
of future operating  results.  Given the level of planned  operating and capital
expenditures,  the Company  anticipates that it will continue to incur operating
losses at least into 1999.  There can be no assurance that operating losses will
not  increase  in the future or that the  Company  will ever  achieve or sustain
profitability.  To the extent that  revenues do not grow at  anticipated  rates,
that increases in operating expenses precede or are not subsequently followed by
commensurate  increases  in  revenues  or that the  Company  is unable to adjust
operating  expense  levels  accordingly,  the  Company's  business,  results  of
operations and financial condition will be materially and adversely affected.

Web Publisher Concentration; Dependence On Altavista

    The Company  anticipates that a substantial  portion of the Company's future
revenues will be derived from ads delivered on the Web sites of a limited number
of Web publishers.  The Company typically enters into short-term  contracts with
Web publishers for inclusion of their Web sites in the 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 the  Company's
business,  results of operations and financial condition.  In addition, the loss
of such Web sites may result in the loss of advertisers  or Web publishers  from
the  DoubleClick  Network,  which  could have a material  adverse  effect on the
Company's business, results of operations and financial condition.

    Revenues from advertisements delivered on the AltaVista Web site represented
50.9% of the  Company's  revenues  for the three  months  ended March 31,  1998.
AltaVista  is a  significant  part of the  DoubleClick  Network  and the Company
expects  AltaVista  to  continue  to account  for a  significant  portion of the
Company's  revenues  for the  next  few  years.  While  the  stated  term of the
Company's  agreement with AltaVista  expires in December 1998,  either party may
terminate  the  agreement  upon 90 days'  prior  written  notice.  Further,  any
development   materially  affecting  the  business  or  financial  condition  of
AltaVista, including any change in control of AltaVista, a subsidiary of Digital
Equipment  Corporation,  could have a material  adverse  effect on the Company's
relationship  with  AltaVista.  The loss of AltaVista as part of the DoubleClick
Network,  any  reduction  in  traffic  on the  AltaVista  Web  site  or  through
AltaVista, or a termination of AltaVista's contract with the Company, would have
a material adverse effect on the Company's  business,  results of operations and
financial condition.  In addition,  given the short-term nature of the AltaVista
contract, as is the case with most of the Company's Web publisher contracts, the
Company will have to negotiate  new  contracts or renewals  which may have terms
that are not as  favorable to the Company as the  existing  contracts,  and such
renegotiations  could have a material adverse effect on the Company's  business,
results of operations and financial condition.

Reliance On The Doubleclick Network

     Since the third  quarter of 1996,  the  Company's  DoubleClick  Network has
accounted for substantially all of the Company's revenues.  Although the Company
recently  began  providing  its DART Service to Web  publishers  and  introduced
DoubleClick   Direct,   the  Company   expects  that  revenues   generated  from
advertisements  delivered to Web sites on the DoubleClick  Network will continue
to  account  for a  substantial  portion  of  the  Company's  revenues  for  the
foreseeable  future. The DoubleClick  Network consists of Web sites of a limited
number  of Web  publishers  that have  contracted  for the  Company's  solutions
pursuant  to  short-term  agreements.  There can be no  assurance  that such Web
publishers will remain  associated with the  DoubleClick  Network,  that the Web
sites on the DoubleClick  Network will maintain  consistent or increasing levels


                                      -11-
<PAGE>

of traffic over time, or that the Company 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. The failure of the Company to
successfully  market the DoubleClick  Network or the failure of the Web sites on
the DoubleClick  Network to maintain  consistent or increasing levels of traffic
would have a  material  adverse  effect on the  Company's  business,  results of
operations and financial condition.

Dependence On A Limited Number Of Advertisers

    The  Company's  revenues to date have been derived from a limited  number of
customers  which  advertise on the  DoubleClick  Network and the Company expects
that a limited number of advertisers  will continue to account for a significant
percentage of the Company's revenues for the foreseeable future. Although no one
advertiser  accounted for more than 10.0% of the Company's  total  revenue,  the
Company's  top ten  advertisers  accounted  for an  aggregate  of  22.1%  of the
Company's  revenues  for  the  three  months  ended  March  31,  1998.  Further,
advertisements  delivered by the Company are typically sold pursuant to purchase
order agreements  which are subject to  cancellation.  There can be no assurance
that current advertisers will continue to purchase  advertising from the Company
or that the Company will be able to successfully attract additional advertisers.
The loss of one or more of the advertisers  that represent a material portion of
the revenues generated on the DoubleClick  Network could have a material adverse
effect on the Company's business, results of operations and financial condition.
In addition,  the  non-payment  or late payment of amounts due by a  significant
advertiser  could  have a material  adverse  effect on the  Company's  business,
results of operations and financial conditions.

Potential Fluctuations In Quarterly Operating Results

    The Company's  results of  operations  may  fluctuate  significantly  in the
future  as a result of a  variety  of  factors,  many of which  are  beyond  the
Company's control.  These factors include the addition or loss of advertisers or
Web publishers that utilize the Company's  solutions,  the level of user traffic
and  number  of  available  impressions  on or  through  the  Web  sites  on the
DoubleClick  Network,  changes in  service  fees  payable by the  Company to Web
publishers,  the  introduction  of new  Internet  advertising  solutions  by the
Company or its  competitors,  the amount and timing of capital  expenditures and
other costs  relating to the expansion of the Company's  operations,  the timing
and number of new hires, the mix of solutions provided,  the mix of domestic and
international revenues, the incurrence of costs relating to acquisitions, demand
for, and market acceptance of, Internet advertising, seasonal trends in Internet
usage and advertising placements,  advertisers' budgeting cycles, the commitment
of advertising  budgets to Internet  advertising,  changes in pricing models for
Internet advertising, and general economic conditions.

    For  the  foreseeable  future,  the  Company's  revenues  will  be  directly
contingent  on the level of user  traffic  and  advertising  activity on the Web
sites on the DoubleClick Network in a given period. Accordingly, future revenues
and results of  operations  are  difficult  to  forecast.  The Company  plans to
continue to significantly  increase its operating  expenses in order to increase
its sales and marketing operations,  to continue to expand  internationally,  to
upgrade and enhance its DART technology and to market and support its solutions.
To the extent that such  expenses  precede or are not  subsequently  followed by
increased revenues, the Company's business,  results of operations and financial
condition would be materially and adversely affected.  The Company may be unable
to adjust  spending in a timely manner to compensate for any unexpected  revenue
shortfall,  and  any  significant  shortfall  in  revenues  in  relation  to the
Company's  expectations  would have a material  adverse  effect on the Company's
business, results of operations and financial condition.

    Due  to  all  of  the   foregoing   factors,   the  Company   believes  that
period-to-period  comparisons of its results of operations  are not  necessarily
meaningful and should not be relied upon as  indications of future  performance.
Furthermore it is possible that in some future quarters the Company's results of
operations may fall below the expectations of securities analysts and investors.
In such event,  the trading price of the Company's  Common Stock would likely be
materially and adversely affected.

Developing Market; Unproven Acceptance And Effectiveness Of Web Advertising

    The market for Internet  advertising has only recently begun to develop,  is
rapidly  evolving  and  is  characterized  by an  increasing  number  of  market
entrants.  As is typical  in the case of a new and  rapidly  evolving  industry,
demand and market acceptance for recently  introduced  products and services are
subject  to a high level of  uncertainty.  Since the  Company  expects to derive
substantially  all of its  revenues  in the  foreseeable  future  from  Internet
advertising solutions,  the future success of the Company is highly dependent on
the increased use of the Internet as an advertising  medium.  The Internet as an
advertising  medium has not been  available  for a sufficient  period of time to
gauge its effectiveness as compared with traditional  advertising media. Most of
the  Company's  current or potential  advertising  customers  have limited or no
experience  using the  Internet  as an  advertising  medium,  have not devoted a
significant  portion of their advertising  expenditures to Internet  advertising
and may not find  Internet  advertising  to be  effective  for  promoting  their
products and services relative to advertising on traditional media. The adoption
of Internet  advertising,  particularly by those entities that have historically
relied upon traditional media for advertising, requires the acceptance of a new

                                      -12-
<PAGE>

way of conducting business and exchanging information.  In addition, most of the
Company's  current and  potential  Web  publisher  customers  have limited or no
experience in generating  revenues from the sale of  advertising  space on their
Web sites.  There can be no assurance  that the market for Internet  advertising
will continue to emerge or become sustainable. If the market fails to develop or
develops  more  slowly  than  expected,  the  Company's  business,   results  of
operations and financial condition could be materially and adversely affected.

    There  are  no  widely  accepted   standards  for  the  measurement  of  the
effectiveness of Internet  advertising,  and there can be no assurance that such
standards  will  develop  sufficiently  to  support  Internet  advertising  as a
significant  advertising  medium.  There  also  can  be no  assurance  that  the
Company's  advertising  customers will accept the Company's or other third-party
measurements  of impressions  on the Web sites of Web  publishers  utilizing the
Company's  solutions,  or that such  measurements  will not contain  errors.  In
addition,  the  effectiveness  of Internet  advertising  is  dependent  upon the
accuracy   of   information   contained   in  the   databases   used  to  target
advertisements.   Like  any  database,  there  can  be  no  assurance  that  the
information in the Company's  database will be accurate or that advertisers will
be willing to have  advertisements  targeted  by any  database  containing  such
potential inaccuracies.

    The Company's DART technology uses cookies to limit the frequency with which
an ad is shown to the user.  Cookies are bits of information keyed to a specific
server,  file  pathway or  directory  location  that are stored on a user's hard
drive and passed to a Web site's  server  through the user's  browser  software.
Cookies are placed on the user's  hard drive  without  the user's  knowledge  or
consent,  but can be removed by the user at any time through the modification of
the  user's  browser   settings.   Due  to  privacy   concerns,   some  Internet
commentators,  advocates and governmental  bodies have suggested that the use of
cookies be limited or  eliminated.  In  addition,  certain  currently  available
Internet  browsers allow a user to delete cookies or prevent  cookies from being
stored on the user's hard  drive.  Any  reduction  or  limitation  in the use of
cookies  could limit the  effectiveness  of ad targeting by the  Company's  DART
technology.

    Further,  there can be no assurance  that  advertisers  will  determine that
banner advertising,  the delivery of which currently comprises substantially all
of the Company's revenues, is an effective or attractive advertising medium, and
there can be no assurance  that the Company will  effectively  transition to any
other  forms of Internet  advertising  should  they  develop and achieve  market
acceptance.   Moreover,   "filter"  software  programs  that  limit  or  prevent
advertising  from  being  delivered  to a Web  user's  computer  are  available.
Widespread  adoption of such  software  by users  could have a material  adverse
effect upon the commercial viability of Internet advertising, which would have a
material  adverse  effect on the Company's  business,  results of operations and
financial condition.

Unproven Business Model

    The Company's  business  model is to generate  revenues  solely by providing
Internet  advertising  solutions to advertisers and Web  publishers.  The profit
potential of the Company's  business  model is unproven,  and, to be successful,
the Company must, among other things,  develop and market solutions that achieve
broad market  acceptance  by  advertisers  and Web  publishers.  There can be no
assurance that Internet advertising,  in general, or the Company's solutions, in
particular,  will achieve  broad market  acceptance.  The  Company's  ability to
generate  significant  revenues from  advertisers  will depend,  in part, on the
development  of a large  base  of Web  publishers  that  utilize  the  Company's
solutions and have Web sites with  adequate  available ad space  inventory,  and
whose   Web  sites   generate   sufficient   user   traffic   with   demographic
characteristics that are attractive to such advertisers.  Furthermore,  there is
intense  competition  among  sellers of  Internet  advertising  and a variety of
related  pricing  models have  developed,  making it difficult to project future
levels  of  advertising  revenues  and  applicable  gross  margins  that  can be
sustained  by the  Company or the  Internet  advertising  industry  in  general.
Accordingly, no assurance can be given that the Company's business model will be
successful or that it can sustain revenue growth and maintain  sufficient  gross
margins.

    Market  acceptance of DoubleClick  Direct will depend, in large part, on the
adoption  of the  Internet  as a  direct  marketing  vehicle  and the  continued
emergence of Internet  commerce.  No assurance  can be given that the  Company's
cost-per-action  pricing  model  for  DoubleClick  Direct  will  achieve  market
acceptance  by direct  marketers,  generate  significant  revenues,  or  provide
acceptable gross margins.

Risk Of System Failure

     The Company's  solutions  utilize its DART  technology,  which resides on a
computer  system  located at the Company's  headquarters  in New York City.  The
continuing and uninterrupted  performance of such computer system is critical to
the  success  of  the  Company's  business.   Any  system  failure  that  causes
interruptions  in the  Company's  ability to service  its  customers,  including
failures  that  affect  the  ability of the  Company  to deliver  advertisements
without significant delay to the viewer, could reduce customer satisfaction and,
if sustained  or repeated,  would  reduce the  attractiveness  of the  Company's
solutions  to  advertisers  and Web  publishers.  An  increase  in the volume of
advertising delivered through the Company's servers could strain the capacity of


                                      -13-
<PAGE>

the  software or hardware  deployed by the  Company,  which could lead to slower
response time or system  failures.  To the extent that any capacity  constraints
are not  effectively  addressed by the Company,  such  constraints  would have a
material  adverse  effect on the Company's  business,  results of operations and
financial condition.

    The  Company's  operations  are  dependent  upon its  ability to protect its
computer  systems  against  damage  from fire,  power  loss,  telecommunications
failures,  vandalism and other  malicious acts, and similar  unexpected  adverse
events. In addition,  failure of the Company's  telecommunications  providers to
provide  the data  communications  capacity  in the time frame  required  by the
Company for any reason could cause  interruptions  in the solutions  provided by
the Company.  Despite precautions taken by the Company,  unanticipated  problems
affecting the Company's  systems have from time to time in the past caused,  and
in the future  could  cause,  interruptions  in the  delivery  of the  Company's
solutions.  The Company is  currently in the  planning  stages of acquiring  and
implementing a back-up,  off-site system capable of supporting its operations in
the event of a system  failure at its  headquarters.  The Company  plans to have
such  system  operational  during the first half of 1998.  Any damage or failure
that interrupts or delays the Company's operations could have a material adverse
effect on the Company's business, results of operations and financial condition.

Competition

    The markets for Internet  advertising and related  products and services are
intensely  competitive and such competition is expected to continue to increase.
There  are no  substantial  barriers  to entry in this  market  and the  Company
believes that its ability to compete depends upon many factors within and beyond
its control,  including  the timing and market  acceptance  of new solutions and
enhancements to existing solutions developed by the Company and its competitors,
customer service and support,  sales and marketing efforts, and the ease of use,
performance, price and reliability of the Company's solutions.

    The  Company  competes  for  Internet  advertising  revenues  with large Web
publishers  and Web search engine  companies,  such as America  Online,  Yahoo!,
Excite and Infoseek. Further, the DoubleClick Network competes with a variety of
Internet advertising networks. In marketing the DoubleClick Network and its DART
Service to Web  publishers,  the Company  also  competes  with  providers  of ad
servers and related services,  including NetGravity. The Company also encounters
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 the
Company's  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 the  Company.  As a  result,  they may be able to  respond  more
quickly to new or emerging technologies and changes in customer requirements, or
to devote  greater  resources to the  development,  promotion  and sale of their
products  and  services  than  the  Company.  Such  competitors  may be  able to
undertake more extensive  marketing  campaigns,  adopt more  aggressive  pricing
policies  and make more  attractive  offers to  potential  employees,  strategic
partners,  advertisers  and Web publishers.  Further,  there can be no assurance
that the Company's  competitors will not develop  Internet  products or services
that are equal or superior  to the  solutions  developed  by the Company or that
achieve greater market acceptance than the Company's solutions. The Company also
expects that competition may increase as a result of industry consolidation.  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 the  Company's
prospective advertising and Web publisher customers. Accordingly, it is possible
that new  competitors or alliances  among existing or potential  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,  any of which  would  have a  material  adverse  effect on the  Company's
business,  results  of  operations  and  financial  condition.  There  can be no
assurance that the Company will be able to compete successfully against existing
or potential  competitors or that competitive pressures will not have a material
adverse  effect on the Company's  business,  results of operations and financial
condition.

    The Internet, in general, and the Company, in particular,  also must compete
for  a  share  of  advertisers'  total  advertising   budgets  with  traditional
advertising media such as television, radio, cable and print. To the extent that
the  Internet is perceived to be a limited or  ineffective  advertising  medium,
advertisers  may  be  reluctant  to  devote  a  significant   portion  of  their
advertising  budget to  Internet  advertising,  which  could limit the growth of
Internet  advertising and would have a material  adverse effect on the Company's
business, results of operations and financial condition.

Management Of Growth

     The Company has  experienced  rapid  growth in its  operations.  This rapid
growth has placed, and is expected to continue to place, a significant strain on
the Company's managerial,  operational and financial resources.  The Company has
grown from 13  employees  as of March 31, 1996 to 248  employees as of March 31,


                                      -14-
<PAGE>

1998.  The Company  expects that the number of its  employees  will  continue to
increase for the foreseeable future.  Furthermore,  the Company must continue to
improve its financial and management controls, reporting systems and procedures,
and expand,  train and manage its work force. There can be no assurance that the
Company's  systems,  procedures  or  controls  will be  adequate  to support the
Company's  expanding  operations  or  that  Company  management  will be able to
achieve the rapid execution  necessary to  successfully  offer its solutions and
implement its business  plan. The Company's  future  results of operations  will
also  depend on its  ability  to expand  its sales and  marketing  and  customer
support organizations both domestically and internationally.  The failure of the
Company to manage its growth effectively would have a material adverse effect on
the Company's business, results of operations and financial condition.

Dependence On Key Personnel

    The  Company's  future  success  depends,  in  significant  part,  upon  the
continued service of its key technical,  sales and senior management  personnel,
particularly  Kevin J.  O'Connor,  Chief  Executive  Officer and Chairman of the
Board of Directors, Kevin P. Ryan, President and Chief Operating Officer, Dwight
A. Merriman,  Chief  Technical  Officer,  Wenda Harris  Millard,  Executive Vice
President,  Marketing and Sales, John L. Heider,  Vice President of Engineering,
and Barry M. Salzman,  Vice President,  International,  none of whom has entered
into an employment  agreement with the Company.  The loss of the services of one
or more of the Company's key personnel  could have a material  adverse effect on
the Company's  business,  results of operations  and  financial  condition.  The
Company's  future success also depends on its continuing  ability to attract and
retain  highly  qualified  technical,  sales and  marketing,  customer  support,
financial  and  accounting,  and  managerial  personnel.  Competition  for  such
personnel  in the  Internet  industry is intense,  and there can be no assurance
that  the  Company  will be  able to  retain  its key  personnel  or that it can
attract,  assimilate or retain other highly  qualified  personnel in the future.
The  Company  has from  time to time in the past  experienced,  and  expects  to
continue  to  experience  in the  future,  difficulty  in hiring  and  retaining
candidates with appropriate qualifications.

Dependence On The Web Infrastructure

    The Company's  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.  To the extent that the Web continues to experience  increased
numbers of users, frequency of use or increased bandwidth requirements of users,
there can be no assurance that the Web  infrastructure  will continue to be able
to support the demands  placed on it or that the  performance  or reliability of
the Web will not be adversely affected.  Furthermore,  the Web has experienced a
variety of outages  and other  delays as a result of damage to  portions  of its
infrastructure, and such outages and delays could adversely affect the Web sites
of Web publishers  utilizing the Company's solutions and the level of traffic on
such Web sites on the DoubleClick  Network. In addition,  the Web could lose its
viability as a form of media due to delays in the development or adoption of new
standards and protocols (for example,  the  next-generation  Internet  protocol)
that can handle increased levels of activity. There can be no assurance that the
infrastructure or complementary  products or services necessary to establish and
maintain the Web as a viable  commercial  medium will be developed,  or, if they
are  developed,  that  the Web  will  become  a  viable  commercial  medium  for
advertisers.  If  the  necessary  infrastructure,   standards  or  protocols  or
complementary products,  services or facilities are not developed, or if the Web
does not become a viable commercial medium, the Company's  business,  results of
operations and financial  condition  will be materially and adversely  affected.
Even if such infrastructure,  standards or protocols or complementary  products,
services or facilities are developed, there can be no assurance that the Company
will not be required  to incur  substantial  expenditures  in order to adapt its
solutions  to  changing or  emerging  technologies,  which could have a material
adverse  effect on the Company's  business,  results of operations and financial
condition.   Moreover,   critical  issues  concerning  the  commercial  use  and
government regulation of the Internet (including security, cost, ease of use and
access, intellectual property ownership and other legal liability issues) remain
unresolved  and could  materially  and  adversely  impact both the growth of the
Internet  and the  Company's  business,  results  of  operations  and  financial
condition.

Dependence On Proprietary Rights; Risk Of Infringement

     The Company regards its  intellectual  property as critical to its success,
and the Company relies upon patent,  trademark,  copyright and trade secret laws
in the United States and other  jurisdictions to protect its proprietary rights.
The Company has filed one patent  application  with the United States Patent and
Trademark Office to protect certain aspects of its DART technology.  The Company
pursues the  protection of its trademarks by applying to register the trademarks
in the United States and (based upon  anticipated use)  internationally,  and is
the owner of a registration for the DOUBLECLICK  trademark in the United States.
There can be no assurance that any of the Company's  trademark  registrations or
patent  applications will be approved or granted and, if they are granted,  that


                                      -15-
<PAGE>

they  will not be  successfully  challenged  by others  or  invalidated  through
administrative  process  or  litigation.  Further,  if the  Company's  trademark
registrations  are  not  approved  or  granted  due to  the  prior  issuance  of
trademarks to third parties or for other reasons, there can be no assurance that
the Company would be able to enter into  arrangements with such third parties on
commercially  reasonable  terms  allowing  the  Company to  continue to use such
trademarks.  Patent, trademark, copyright and trade secret protection may not be
available in every country in which the Company's  solutions are  distributed or
made available. In addition, the Company seeks to protect its proprietary rights
through  the use of  confidentiality  agreements  with  employees,  consultants,
advisors and others. There can be no assurance that such agreements will provide
adequate  protection  for the Company's  proprietary  rights in the event of any
unauthorized  use or  disclosure,  that  employees of the Company,  consultants,
advisors  or  others  will  maintain  the  confidentiality  of such  proprietary
information,  or that such  proprietary  information  will not otherwise  become
known,  or be  independently  developed,  by  competitors.  The  Company's  DART
technology  collects  and  utilizes  data  derived  from  user  activity  on the
DoubleClick  Network  and the Web sites of Web  publishers  using the  Company's
solutions.  This data is used for ad targeting and  predicting  ad  performance.
Although  the  Company  believes  that it has the right to use such data and the
compilation  of such data in the Company's  database,  there can be no assurance
that any trade secret,  copyright or other protection will be available for such
information or that others will not claim rights to such  information.  Further,
pursuant to its contracts with Web publishers using the Company's solutions, the
Company is obligated to keep certain  information  regarding  the Web  publisher
confidential.

    The Company has licensed in the past, and expects that it may license in the
future,  elements of its trademarks,  trade dress and similar proprietary rights
to  third  parties,  including  in  connection  with  the  establishment  of its
international  business  relationships which may be controlled  operationally by
such third parties. While the Company attempts to ensure that the quality of its
brand is maintained by such business  partners,  no assurances can be given that
such partners will not take actions that could  materially and adversely  affect
the value of the Company's proprietary rights or the reputation of its solutions
and  technologies.  The  Company  currently  licenses  certain  aspects  of  its
predictive modeling  technologies from a third party. The failure by the Company
to maintain this  license,  or to find a  replacement  for such  technology in a
timely and  cost-effective  manner,  could have a material adverse effect on the
Company's business, results of operations and financial condition.

    Legal  standards  relating  to the  validity,  enforceability  and  scope of
protection of certain  proprietary  rights in  Internet-related  industries  are
uncertain  and still  evolving,  and no assurance  can be given as to the future
viability or value of any  proprietary  rights of the Company or other companies
within  the  industry.  There can be no  assurance  that the steps  taken by the
Company to protect its proprietary rights will be adequate or that third parties
will not infringe or misappropriate the Company's  proprietary  rights. Any such
infringement or misappropriation, should it occur, could have a material adverse
effect on the Company's business, results of operations and financial condition.
Furthermore,  there can be no assurance that the Company's  business  activities
will not infringe upon the proprietary  rights of others,  or that other parties
will not assert infringement  claims against the Company.  From time to time the
Company  has been,  and  expects  to  continue  to be,  subject to claims in the
ordinary course of its business, including claims of alleged infringement of the
trademarks  and  other  intellectual  property  rights of third  parties  by the
Company and its  business  partners.  Although  such claims have not resulted in
litigation or had a material adverse effect on the Company's  business,  results
of operations or financial condition,  such claims and any resultant litigation,
should it occur, could subject the Company to significant  liability for damages
and could result in invalidation of the Company's  proprietary  rights and, even
if not meritorious,  could be time-consuming  and expensive to defend, and could
result in the diversion of  management  time and  attention,  any of which could
have a material adverse effect on the Company's business,  results of operations
and financial condition.


                                      -16-
<PAGE>

Risks Associated With Technological Change

    The  market  in which the  Company  competes  is  characterized  by  rapidly
changing  technology,  evolving  industry  standards,  frequent  new product and
service  announcements,  introductions and  enhancements,  and changing customer
demands.  These market  characteristics are heightened by the emerging nature of
the Web and Internet advertising. Accordingly, the Company's future success will
depend on its ability to adapt to rapidly changing technologies,  its ability to
adapt its  solutions  to meet  evolving  industry  standards  and its ability to
continually  improve the performance,  features and reliability of its solutions
in response  to both  changing  customer  demands  and  competitive  product and
service  offerings.  The  failure of the Company to  successfully  adapt to such
changes in a timely manner could have a material adverse effect on the Company's
business, results of operations and financial condition.  Furthermore, there can
be no assurance  that the Company will not  experience  difficulties  that could
delay or prevent the successful design,  development,  testing,  introduction or
marketing of solutions,  or that any new solutions or  enhancements  to existing
solutions will adequately  meet the  requirements of its current and prospective
customers  and  achieve  any degree of  significant  market  acceptance.  If the
Company is unable, for technological or other reasons,  to develop and introduce
new  solutions or  enhancements  to existing  solutions in a timely manner or in
response to changing  market  conditions  or  customer  requirements,  or if its
solutions or enhancements  contain errors or do not achieve a significant degree
of  market  acceptance,  the  Company's  business,  results  of  operations  and
financial condition would be materially and adversely affected.

Risks Associated With International Expansion

    The Company has recently  commenced  operations in a number of international
markets and a component of the  Company's  strategy is to continue to expand its
international operations and international sales and marketing efforts. To date,
the Company has  limited  experience  in  developing  localized  versions of its
solutions   and  in   marketing,   selling  and   distributing   its   solutions
internationally.  There can be no  assurance  that the  Company  will be able to
successfully  market, sell and deliver its solutions in these markets. In Japan,
Iberoamerica  (Spain,  Portugal  and  Latin  America),   Scandinavia,  and  most
recently,  Italy, the Company is relying on its business partners for conducting
operations,   establishing  local  networks,   aggregating  Web  publishers  and
coordinating  sales and marketing  efforts.  The Company's  agreements  with its
business  partners have terms ranging from two to four years.  Accordingly,  the
Company's  success in such  markets is directly  dependent on the success of its
business  partners  in such  activities.  No  assurance  can be given  that such
business  partners  will be  successful  or that  such  business  partners  will
dedicate sufficient resources to the business  relationship.  The failure of the
Company's business partners to successfully  establish  operations and sales and
marketing  efforts in such markets could have a material  adverse  effect on the
Company's business, results of operations and financial condition.

    There are certain risks inherent in doing business in international markets,
such as unexpected changes in regulatory  requirements,  potentially adverse tax
consequences,  export  restrictions,  export  controls  relating  to  encryption
technology,  tariffs  and other trade  barriers,  difficulties  in staffing  and
managing foreign  operations,  political  instability,  fluctuations in currency
exchange rates, and seasonal  reductions in business  activity during the summer
months in Europe and certain other parts of the world, any of which could have a
material adverse effect on the success of the Company's international operations
and,  consequently,  on  the  Company's  business,  results  of  operations  and
financial condition.

Government Regulation And Legal Uncertainties

    Due to concerns arising in connection with the increasing popularity and use
of the Web, a number of laws and regulations may be adopted covering issues such
as user privacy,  pricing,  characteristics,  acceptable  content,  taxation and
quality of products and services.  Such  legislation  could dampen the growth in
use  of  the  Web  generally  and  decrease  the  acceptance  of  the  Web  as a
communications and commercial medium, which could have a material adverse effect
on the Company's  business,  results of operations and financial  condition.  In
addition,  because the growing  popularity  and use of the Web has  burdened the
existing telecommunications infrastructure and many areas with high Web use have
begun to experience  interruptions  in phone  service,  certain local  telephone
carriers  have  petitioned  governmental  bodies to  regulate  Internet  service
providers  ("ISPs") and online service providers ("OSPs") in a manner similar to
long distance  telephone carriers and to impose access fees on ISPs and OSPs. If
any of these  petitions or the relief  sought  therein is granted,  the costs of
communicating  on the Web could increase  substantially,  potentially  adversely
affecting the growth in use of the Web. Further, due to the global nature of the
Web, it is  possible  that,  although  transmissions  relating to the  Company's
solutions originate in the State of New York, the governments of other states or
foreign countries might attempt to regulate the Company's  transmissions or levy
sales or other  taxes  relating  to the  Company's  activities.  There can be no
assurance that  violations of local laws will not be alleged or charged by state
or foreign governments,  that the Company might not unintentionally violate such
laws or that such laws will not be modified, or new laws enacted, in the future.
Any of the foregoing  developments  could have a material  adverse effect on the
Company's business, results of operations and financial condition.

Control By Principal Stockholders, Officers And Directors

    The directors and executive  officers and their affiliates  beneficially own
approximately  37.4%  of  the  outstanding  Common  Stock.  As a  result,  these
stockholders  will  be able to  exercise  control  over  all  matters  requiring
stockholder  approval,  including  the  election of  directors  and  approval of
significant corporate transactions. This concentration of ownership may have the
effect of delaying or preventing a change in control of the Company.

Possible Volatility Of Stock Price

    Due to the factors noted above,  the trading  price of the Company's  Common
Stock  may  be  subject  to  wide  fluctuations,  particularly  in  response  to
variations in quarterly  results of operations,  the gain or loss of significant
advertisers  or  Web  publisher  customers,  changes  in  earning  estimates  by
analysts,  announcements  of  technological  innovations or new solutions by the
Company or its competitors,  general conditions in  Internet-related  industries
and other events or factors,  many of which are beyond the Company's control. In
addition,  the stock market in general has experienced  extreme price and volume
fluctuations  which  have  affected  the  market  price  for many  companies  in
industries  similar  or  related  to that of the  Company  and  which  have been
unrelated  to  the  operating  performance  of  these  companies.  These  market
fluctuations  may have a  material  adverse  effect on the  market  price of the
Company's Common Stock.

                                      -17-
<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  25, 1998,  the Company  completed  the initial  public
        offering of 4,025,000 shares of its Common Stock (the  "Offering").  Net
        proceeds to the  Company  from the  Offering  were  approximately  $62.5
        million.  During the three months ended March 31, 1998, the Company used
        $3.1 million of the proceeds from the Offering toward general  corporate
        purposes,  including  working  capital,  and toward the expansion of the
        Company's international operations and sales and marketing capabilities.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

        NONE

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

             On  February  1,  1998,  in a Written  Consent in Lieu of a Special
        Meeting of the Stockholders of the Company, a majority of the holders of
        the then  outstanding  shares  of  Common  Stock of the  Company  (which
        majority  included the majority of the holders of the Preferred Stock of
        the Company,  voting on an as converted basis) approved the Amendment of
        the  Restated  Certificate  of  Incorporation  of the  Company,  and the
        Amended and Restated By-laws of the Company.

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:

            11.1  Statement re: Computation of Basic and Pro-Forma
                   Net Loss Per Share
            27.1  Financial Data Schedule

        (b) The  Company  did not file and  reports on Form 8-K during the three
            months ended March 31, 1998.




                                      -18-
<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:   April 30, 1998     By: /s/  KEVIN P. RYAN
                           Kevin P. Ryan
                           President, Chief Operating Officer

                           By: /s/  JEFFREY EPSTEIN
                           Jeffrey Epstein
                           Chief Financial Officer (Principal Financial Officer)

                           By: /s/  STEPHEN R. COLLINS
                           Stephen R. Collins
                           Controller (Principal Accounting Officer)

                                      -19-
<PAGE>