<PAGE>

                     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 ENDED JUNE 30, 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 OF JURISDICTION OF                       (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                  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)


    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 July 31, 1999, there were 39,780,153 shares of the registrant's common
stock outstanding.
<PAGE>

                                DOUBLECLICK INC.
                               INDEX TO FORM 10-Q

                                                                           Page
                                                                           ----
PART I.       FINANCIAL INFORMATION

     Consolidated Balance Sheet as of June 30, 1999 and
     December 31, 1998 .......................................................1

     Consolidated Statement of Operations for the three and six
     months ended June 30, 1999 and 1998......................................2

     Consolidated Statement of Cash Flows for the six months
     ended June 30, 1999 and 1998.............................................3

     Consolidated Statement of Stockholders' Equity for the
     six months ended June 30, 1999 and 1998..................................4

     Notes to Consolidated Financial Statements...............................5

     Management's Discussion and Analysis of
     Financial Condition and Results of Operations...........................10


PART II.      OTHER INFORMATION..............................................35
<PAGE>

                                DOUBLECLICK INC.
                           CONSOLIDATED BALANCE SHEET
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                            JUNE 30,   DECEMBER 31,
                                                             1999         1998
                                                           ---------    ---------
                                                          (UNAUDITED)
<S>                                                        <C>          <C>
                                  ASSETS
CURRENT ASSETS:
Cash and cash equivalents ..............................   $ 321,654    $ 127,171
Short-term investments .................................      51,334        9,643
Accounts receivable, less allowances of $5,501
   and $3,929...........................................      20,351       31,342
Prepaid expenses and other current assets ..............       2,033          869
                                                           ---------    ---------


     Total current assets ..............................     395,372      169,025

Property and equipment, net ............................      21,168       13,741
Investments and other assets ...........................       5,801          855
                                                           ---------    ---------

     Total assets ......................................   $ 422,341    $ 183,621
                                                           =========    =========

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable .......................................   $  12,465    $  20,583
Accrued expenses .......................................      15,590       12,220
Deferred revenues ......................................       6,482        1,683
Deferred license and service fees ......................         344          421
                                                           ---------    ---------

     Total current liabilities .........................      34,881       34,907

Convertible subordinated notes .........................     250,000         --
Other liabilities ......................................         295          375

STOCKHOLDERS' EQUITY:
Common stock, par value $0.001;
     39,734,929 and 39,135,774 shares outstanding ......          40           39
Additional paid-in capital .............................     205,221      203,417
Accumulated deficit ....................................     (67,253)     (54,717)
Deferred compensation ..................................        (265)        (441)
Other accumulated comprehensive income (loss) ..........        (578)          41
                                                           ---------    ---------

     Total stockholders' equity ........................     137,165      148,339
                                                           ---------    ---------

     Total liabilities and stockholders' equity ........   $ 422,341    $ 183,621
                                                           =========    =========
</TABLE>

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


                                       1
<PAGE>

                                DOUBLECLICK INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
               (UNAUDITED, IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                         THREE MONTHS ENDED JUNE 30,  SIX MONTHS ENDED JUNE 30,
                                         ---------------------------  -------------------------
                                              1999        1998            1999        1998
                                            --------    --------        --------    --------
<S>                                         <C>         <C>             <C>         <C>
Revenues ................................   $ 30,992    $ 17,293        $ 53,079    $ 30,297
Cost of revenues ........................     14,940      11,724          25,038      20,569
                                            --------    --------        --------    --------

     Gross profit .......................     16,052       5,569          28,041       9,728
                                            --------    --------        --------    --------

Operating expenses
     Sales and marketing ................     14,002       6,885          25,059      12,508
     General and administrative .........      4,485       2,621           8,750       4,970
     Product development ................      4,080       1,554           7,691       2,579
     Facility relocation & other ........        488        --             2,132        --
                                            --------    --------        --------    --------

     Total operating expenses ...........     23,055      11,060          43,632      20,057
                                            --------    --------        --------    --------

Loss from operations ....................     (7,003)     (5,491)        (15,591)    (10,329)

Interest and other, net .................      1,392         817           3,055       1,228
                                            --------    --------        --------    --------

Net loss ................................   ($ 5,611)   ($ 4,674)       ($12,536)   ($ 9,101)
                                            ========    ========        ========    ========

Basic and diluted net loss per share ....   $  (0.14)   $  (0.14)       $  (0.32)   $  (0.34)
                                            ========    ========        ========    ========

Weighted average shares used in basic and
diluted net loss per share calculation ..     39,600      32,918          39,435      27,101
                                            ========    ========        ========    ========
</TABLE>

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


                                       2
<PAGE>

                                DOUBLECLICK INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                            (UNAUDITED, IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                          SIX MONTHS ENDED JUNE 30,
                                                                          -------------------------
                                                                              1999         1998
                                                                            ---------    ---------
<S>                                                                         <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ................................................................   $ (12,536)   $  (9,101)
Adjustments to reconcile net loss to cash provided by (used in) operating
activities:
     Depreciation and amortization ......................................       2,504          762
     Facility relocation and other ......................................       1,363         --
     Amortization of deferred compensation ..............................         176          367
     Amortization of deferred financing .................................         142         --
     Provision for bad debts and advertisers discounts ..................       1,572          245
     Changes in operating assets and liabilities:
         Accounts receivable ............................................       9,419       (9,680)
         Prepaid expenses and other current assets ......................      (1,175)        (432)
         Accounts payable ...............................................      (8,118)       4,742
         Accrued expenses ...............................................       3,318        2,490
         Deferred revenues ..............................................       4,594          989
                                                                            ---------    ---------

         Net cash provided by (used in)
         operating activities ...........................................       1,259       (9,618)
                                                                            ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases, sales and maturities of
     short-term investments, net ........................................     (42,105)       2,855
     Investments ........................................................        --           (282)
     Purchases of property and equipment ................................     (11,162)      (4,622)
                                                                            ---------    ---------

         Net cash used in investing activities ..........................     (53,267)      (2,049)
                                                                            ---------    ---------

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, net ........................        --         62,560
     Payments under capital lease obligations ...........................         (32)        --
     Proceeds from exercise of stock options ............................       1,953           24
     Other ..............................................................        (147)        --
                                                                            ---------    ---------

         Net cash provided by financing activities ......................     246,521       62,584

EFFECT OF EXCHANGE RATE ON CASH .........................................         (30)         (44)
                                                                            ---------    ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS ...............................     194,483       50,873
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ........................     127,171        2,672
                                                                            ---------    ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD ..............................   $ 321,654    $  53,545
                                                                            =========    =========
</TABLE>

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


                                       3
<PAGE>

                                DOUBLECLICK INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                            (UNAUDITED, IN THOUSANDS)

<TABLE>
<CAPTION>
                                                       SIX MONTHS ENDED JUNE 30,
                                                       -------------------------
                                                           1999         1998
                                                         ---------    ---------
<S>                                                      <C>          <C>
BALANCE AT BEGINNING OF PERIOD .......................   $ 148,339    $   9,400

Net loss .............................................     (12,536)      (9,101)
Other comprehensive income (loss) ....................        (619)         (43)
                                                         ---------    ---------

Comprehensive income (loss) ..........................     (13,155)      (9,144)

Amortization of deferred compensation ................         176          367
Common stock issued from exercise of stock options ...       1,952           24
Issuance of common stock .............................        --         62,560
Other ................................................        (147)        --
                                                         ---------    ---------

BALANCE AT END OF PERIOD .............................   $ 137,165    $  63,207
                                                         =========    =========
</TABLE>

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


                                       4
<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. See "Risks Relating to Our Company and Business."

   BASIS OF PRESENTATION

     The accompanying financial statements are unaudited, but, in the opinion of
management, contain all the adjustments (consisting of those of a normal
recurring nature) considered necessary to present fairly the financial position
and the results of operations and cash flows for the periods presented in
conforming with generally accepted accounting principles applicable to interim
periods. Results of operations are not necessarily indicative of the results
expected for the full fiscal year or for any future period.

     The accompanying financial statements should be read in conjunction with
the audited consolidated financial statements of DoubleClick for the year ended
December 31, 1998. Certain reclassifications have been made to the prior year's
financial statements to conform to the current period presentation.

     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 Web site and associated services. On June 29, 1999,
Compaq agreed to transfer to CMGI, Inc. a controlling interest in AltaVista.
Compaq and its wholly owned subsidiary Digital Equipment Corporation will
contribute the assets and liabilities comprising AltaVista's business,
which we understand will include the Advertising Services Agreement, to a new
company that CMGI will own approximately 83% of, with the remainder owned
by Compaq.


                                       5
<PAGE>

                                DOUBLECLICK INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

   MANAGEMENT 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.

   REVENUE RECOGNITION

     Revenues are derived primarily from the sale and delivery of advertising
impressions through third-party Web sites comprising the 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.

     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 terms of the applicable agreements.

   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 June 30, 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 150 days at June 30, 1999.
For the three months ended June 30, 1999 and 1998, interest income was $4.521
million and $817,000, respectively. For the six months ended June 30, 1999 and
1998, interest income was $6.526 million and 1.228 million, respectively.


                                       6
<PAGE>

                                DOUBLECLICK INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

   FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK  (CONTINUED)

   Net revenues derived from advertising impressions delivered to users of the
AltaVista Web site represented 20.3% and 49.4% of DoubleClick's total revenues
for the three months ended June 30, 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 three months ended June 30, 1999 and 1998, no
advertising customer was responsible for 10% or more of DoubleClick's total
revenue or total accounts receivable.

   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 the conversion.

     Diluted loss per share is based on the potential dilution that would occur
on exercise or conversion of securities into common stock. Outstanding options
and other potentially dilutive securities were not included in the computation
of diluted net loss per share because to do so would have had an antidilutive
effect for the periods presented.

NOTE 2 - MERGERS

   ABACUS MERGER

   On June 13, 1999, DoubleClick entered into a definitive agreement to acquire
Abacus Direct Corporation ("Abacus"), a leading provider of specialized
consumer information and analysis for the direct marketing industry. Under the
terms of the merger, which is expected to be accounted for as a pooling of
interests, DoubleClick will issue 1.05 shares of DoubleClick common stock for
each share of Abacus common stock. The transaction is expected to be completed
at the end of the third quarter or early in the fourth quarter of 1999, and is
subject to certain conditions, including approval by both DoubleClick and
Abacus shareholders. The Company expects to record a one-time charge in the
quarter in which the transaction closes relating to expenses incurred with
this transaction.


                                       7
<PAGE>

                                DOUBLECLICK INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 2 - MERGERS  (CONTINUED)

   NETGRAVITY MERGER

   On July 12, 1999, DoubleClick entered into a definitive agreement
to acquire NetGravity, Inc. ("NetGravity"), a leading provider of interactive
online advertising and direct marketing software solutions. Under the terms of
the merger, which is expected to be accounted for as a pooling of
interests, DoubleClick will issue 0.28 shares of DoubleClick common stock for
each share of NetGravity common stock. The transaction is expected to be
completed in the fourth quarter of 1999, and is subject to certain conditions,
including approval by NetGravity shareholders. The Company expects to record a
one-time charge in the fourth quarter of 1999 relating to expenses incurred with
this transaction.

   The results of operations for Abacus and NetGravity are not included in the
DoubleClick results of operations as the mergers have not yet been consummated.

NOTE 3 - 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.

<TABLE>
<CAPTION>
                                                         ESTIMATED         JUNE 30,       DECEMBER 31,
                                                        USEFUL LIFE          1999             1998
                                                        ------------     ------------     ------------
<S>                                                     <C>                 <C>               <C>
(000'S)
------------
Computer Equipment and Software......................   1-3 years           $20,484           $12,453
Furniture and Fixtures...............................     5 years             1,443             1,247
Leasehold Improvements...............................   1-5 years             4,493             2,013
Capital Work-In-Progress.............................                         1,281               696
                                                                            -------           -------

                                                                             27,701            16,409
Less accumulated depreciation and amortization.......                        (6,533)           (2,668)
                                                                            -------           -------

                                                                            $21,168           $13,741
                                                                            =======           =======
</TABLE>

     As a result of DoubleClick's planned relocation, DoubleClick incurred a
non-recurring charge for the write-down of fixed assets (primarily leasehold
improvements and furniture and fixtures) that will not be relocated to
DoubleClick's new headquarters building (see Note 4). This charge is included as
Facility relocation and other in the Consolidated Statement of Operations.


                                       8
<PAGE>

                                DOUBLECLICK INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 4 - LEASE AGREEMENT

     DoubleClick entered into a lease agreement dated January 26, 1999 for over
150,000 square feet of office space for a term of eleven years with an option to
renew the initial term for an additional five years. 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 5 - 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. In May 1999,
DoubleClick filed a shelf registration statement covering resales of the
Convertible Notes and the common stock issuable upon conversion of the
Convertible Notes. This registration statement is expected to be effective in
August 1999.

     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 product
offerings, investments in new business products, technologies and markets,
capital expenditures, and acquisitions or investments in complementary
businesses, products and technologies.

     Interest expense relating to the Convertible Notes was approximately $2.995
million and $3.337 million for the three and six months ended June 30, 1999,
respectively.

NOTE 6 - 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 which became effective on April 5, 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.


                                       9
<PAGE>

                                DOUBLECLICK, INC.
                      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. The
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, Kelley Blue Book and Major League
Baseball. The 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'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 instruments.

     DoubleClick offers advertising on the 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.


                                       10
<PAGE>

                                DOUBLECLICK, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

OVERVIEW  (CONTINUED)

     DoubleClick's revenues from the 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 the 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.

     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 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.

     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 the DoubleClick Network accounted for approximately 19% of
DoubleClick's revenues for the six months ended June 30, 1999. DoubleClick
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 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, the 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
June 30, 1999, had an accumulated deficit of $67.3 million, of which $42.3
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 June 30, 1999.


                                       11
<PAGE>

                                DOUBLECLICK, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

OVERVIEW  (CONTINUED)

     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.

SIGNIFICANT TRANSACTIONS

     In 1999, DoubleClick announced two transactions that are expected to have a
significant effect on its results of operations and financial condition. These
transactions were:

   ABACUS MERGER

   On June 13, 1999, DoubleClick entered into a definitive agreement
to acquire Abacus Direct Corporation ("Abacus"), a leading provider of
specialized consumer information and analysis for the direct marketing industry.
Under the terms of the merger, which is expected to be accounted for
as a pooling of interests, DoubleClick will issue 1.05 shares of DoubleClick
common stock for each share of Abacus common stock. The transaction is expected
to be completed at the end of the third quarter or early in the fourth quarter
of 1999, and is subject to certain conditions, including approval by both
DoubleClick and Abacus shareholders. The Company expects to record a one-time
charge in the quarter in which the transaction closes of 1999 relating
to expenses incurred with this transaction.

   NETGRAVITY MERGER

   On July 12, 1999, DoubleClick entered into a definitive agreement
to acquire NetGravity, Inc. ("NetGravity"), a leading provider of interactive
online advertising and direct marketing software solutions. Under the terms of
the merger, which is expected to be accounted for as a pooling of
interests, DoubleClick will issue 0.28 shares of DoubleClick common stock for
each share of NetGravity common stock. The transaction is expected to be
completed in the fourth quarter of 1999, and is subject to certain conditions,
including approval by NetGravity shareholders. The Company expects to record a
one-time charge in the fourth quarter of 1999 relating to expenses incurred with
this transaction.

   The results of operations for Abacus and NetGravity are not included in the
DoubleClick results of operations as the mergers have not yet been consummated.


                                       12
<PAGE>

                                DOUBLECLICK, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

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.

     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. On June 29, 1999, Compaq agreed to transfer to CMGI, Inc.
a controlling interest in AltaVista. Compaq and its wholly owned subsidiary
Digital Equipment Corporation will contribute the assets and liabilities
comprising AltaVista's business, which we understand will include the
Advertising Services Agreement, to a new company that CMGI will own
approximately 83% of, with the remainder owned by Compaq.

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                           THREE MONTHS ENDED JUNE 30,                           SIX MONTHS ENDED JUNE 30,
                 ------------------------------------------------      ------------------------------------------------

                                            DOLLAR    PERCENTAGE                                 DOLLAR     PERCENTAGE
                    1999         1998       CHANGE      CHANGE            1999        1998       CHANGE       CHANGE
                 ----------   ----------  ----------  ----------       ----------  ----------  ----------   ----------
<S>                <C>          <C>         <C>           <C>            <C>          <C>      <C>              <C>
  System
  revenues (a)     $44,011     $17,293      $26,718       155%           $75,152     $30,297   $44,854          148%
                   =======     =======      =======       ====           =======     =======   =======          ====
  Revenues         $30,992     $17,293      $13,699        79%           $53,079     $30,297   $22,782           75%
  Cost of
  revenues          14,940      11,724        3,216        27%            25,038      20,569     4,469           22%
                   -------      ------      -------       ----           -------      ------   -------          ----
  Gross Profit     $16,052      $5,569      $10,483       188%           $28,041      $9,728   $18,313          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 the six months ended June 30, 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).


                                       13
<PAGE>

                                DOUBLECLICK, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

RESULTS OF OPERATIONS  (CONTINUED)

     Revenues increased to $31.0 million for the three months ended June 30,
1999, compared to $17.3 million for the three months ended June 30, 1998.
Revenues increased $22.8 million from $30.3 million for the six months ended
June 30, 1998 to $53.1 million, or 75%, for the six months ended June 30, 1999.

     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. Revenues derived
from advertising impressions delivered to users of the AltaVista Web site
represented 20.3% and 49.4% of DoubleClick's revenues and 43.9% and 49.4% of
DoubleClick's systems revenues for the three months ended June 30, 1999 and
1998, respectively. For the six months ended June 30, 1999 and 1998, revenues
derived from advertising impressions delivered to users of the Alta Vista Web
Site represented 20.6% and 50.1% of DoubleClick's revenues and 43.8% and 50.1%
of DoubleClick's systems revenues, respectively. No other Web site accounted
for more than 10% revenues during the three or six months ended June 30, 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.

   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 was 51.8%
and 32.2% for the three months ended June 30, 1999 and 1998, respectively. Gross
margin was 52.8% and 32.1% for the six months ended June 30, 1999 and 1998,
respectively.

     The increase in gross margin percent was primarily the result of an
increase in revenues from 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 JUNE 30,
                            -------------------------------------------------------------------------------------
                                                              PERCENTAGE OF               PERCENTAGE OF SYSTEM
                                                              REVENUES (A)                    REVENUES (A)
                                                      ------------------------------    -------------------------
                               1999          1998           1999            1998          1999           1998
                             --------       -------       --------        --------      --------       --------
<S>                          <C>            <C>            <C>             <C>            <C>           <C>
Sales and Marketing          $14,002        $6,885         45.2%           39.8%          31.8%         39.8%
General and Administrative   $ 4,485        $2,621         14.5%           15.2%          10.2%         15.2%
Product Development          $ 4,080        $1,554         13.2%            9.0%           9.3%          9.0%
Facility Relocation &
Other                        $   488           --           1.6%             --            1.1%           --
</TABLE>


                                       14
<PAGE>

                                DOUBLECLICK, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

RESULTS OF OPERATIONS  (CONTINUED)

<TABLE>
<CAPTION>
                                                          SIX MONTHS ENDED JUNE 30,
                            -------------------------------------------------------------------------------------
                                                              PERCENTAGE OF               PERCENTAGE OF SYSTEM
                                                              REVENUES (A)                    REVENUES (A)
                                                      ------------------------------    -------------------------
                               1999          1998           1999            1998          1999           1998
                             --------       -------       --------        --------      --------       --------
<S>                          <C>            <C>            <C>             <C>            <C>           <C>
Sales and Marketing          $25,059        $12,508        47.2%           41.3%          33.3%         41.3%
General and Administrative   $ 8,750        $ 4,970        16.5%           16.4%          11.6%         16.4%
Product Development          $ 7,691        $ 2,579        14.5%            8.5%          10.2%          8.5%
Facility Relocation &
Other                        $ 2,132           --           4.0%             --            2.8%           --
</TABLE>

     (a) All references to revenues take into consideration the change in
     relationship with Compaq, as discussed above. On June 29, 1999, Compaq
     agreed to transfer to CMGI, Inc. a controlling interest in AltaVista.
     Compaq and its wholly owned subsidiary Digital Equipment Corporation
     will contribute the assets and liabilities comprising AltaVista's business,
     which we understand will include the Advertising Services Agreement, to a
     new company that CMGI will own approximately 83% of, with the remainder
     owned by Compaq.

     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 $14.0 million for
the three months ended June 30, 1999, compared to $6.9 million for the three
months ended June 30, 1998. Sales and marketing expenses increased to $25.1
million for the six months ended June 30, 1999, compared to $12.5 million for
the six months ended June 30, 1998. The increase was primarily attributable to
the increase in sales personnel, commissions associated with the increase in
revenues, costs associated with the expansion of international operations, 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 the 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 $4.5 million for the
three months ended June 30, 1999, compared to $2.6 million for the three months
ended June 30,1998. General and administrative expenses increased to $8.8
million for the six months ended June 30, 1999, compared to $5.0 million for the
six months ended June 30, 1998. The increase was primarily the result of
expenses related to increased personnel and professional service fees.
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.


                                       15
<PAGE>

                                DOUBLECLICK, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

RESULTS OF OPERATIONS  (CONTINUED)

         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 $4.1 million for the three months ended June
30, 1999, compared to $1.6 million for the three months ended June 30,1998.
Product development expenses increased to $7.7 million for the six months ended
June 30, 1999, compared to $2.6 million for the six months ended June 30, 1998.
The increase was due primarily to increases in product development personnel and
consulting 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 and six months ended June
30, 1999, DoubleClick recorded a charge of $488,000 and $2.1 million,
respectively, for expenses related to its planned move to a new headquarters
facility. The move, expected to be completed by the middle of the fourth quarter
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 charges relate primarily to the write-down of fixed assets
(leasehold improvements and furniture and fixtures) that will not be relocated
to DoubleClick's new headquarters building.

   INTEREST INCOME (EXPENSE)

     Net interest income increased to $1.4 million for the three months ended
June 30, 1999, compared to net interest income of $817,000 for the three months
ended June 30,1998. Net interest income increased to $3.1 million for the six
months ended June 30, 1999, compared to net interest income of $1.2 million for
the six months ended June 30, 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 $5.6 million for the three months ended
June 30, 1999, compared to $4.7 million for the three months ended June 30,
1998. DoubleClick's net loss increased to $12.5 million for the six months ended
June 30, 1999, compared to $9.1 million for the six months ended June 30, 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 net interest income.


                                       16
<PAGE>

                                DOUBLECLICK, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

FINANCIAL CONDITION AND LIQUIDITY

   FINANCIAL CONDITION

     As of June 30, 1999, DoubleClick had $321.7 million of cash and cash
equivalents and $51.3 million in short-term investments. As of June 30, 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.

   CONVERTIBLE SUBORDINATED NOTES

     In March, 1999, DoubleClick issued 4 3/4% Convertible Subordinated Notes
due 2006 in an aggregate 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 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.

     In May 1999, DoubleClick filed a shelf registration statement covering
resales of the Convertible Notes and the common stock issuable upon conversion
of the Convertible Notes. This registration statement is expected to be
effective in August 1999.

     Upon the 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.


                                       17
<PAGE>

                                DOUBLECLICK, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

FINANCIAL CONDITION AND LIQUIDITY  (CONTINUED)

   CASH FLOWS

     Net cash provided by operating activities equaled $1.3 million for the six
months ended June 30, 1999, compared to net cash used in operating activities of
$9.6 million for the six months ended June 30, 1998. Cash provided by operating
activities for the six months ended June 30, 1999 resulted from a decrease in
accounts receivable and increases in accrued expenses and deferred revenue;
which were offset by net losses, a decrease in accounts payable and an increase
in prepaid expenses and other current assets.

     Net cash used in investing activities equaled $53.3 million for the six
months ended June 30, 1999, compared to $2.0 million for the six months ended
June 30, 1998. Cash used in investing activities for the six months ended June
30, 1999 resulted from purchases of property and equipment, and purchases, sales
and maturities of short-term investments.

     Net cash provided by financing activities equaled $246.5 million for the
six months ended June 30, 1999, compared to $62.6 million for the six months
ended June 30, 1998. Cash provided by financing activities for the six months
ended June 30, 1999 consisted primarily of net proceeds received by DoubleClick
in connection with the issuance of the Convertible Notes in March 1999.

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

     As discussed in more detail in the discussion below, DoubleClick has
substantially completed many elements of its Year 2000 readiness assessment,
testing and remediation plan for its material information technology ("IT")
systems, which includes the hardware and software that enable DoubleClick to
provide and deliver its solutions, and its material non-IT systems, and plans to
complete all remaining elements of the plan as early in the fourth quarter of
1999 as practicable. DoubleClick's plan for assessing its Year 2000 readiness
consists of (i) quality assurance testing of its internally developed
proprietary software incorporated into 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.


                                       18
<PAGE>

                                DOUBLECLICK, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

SOLUTIONS SOFTWARE

     DoubleClick is continually conducting quality assurance testing to ensure
Year 2000 compliance of all new internally developed proprietary code
incorporated into its Solutions Software. During the second quarter of 1999,
DoubleClick completed a Year 2000 simulation test of the ad delivery functions
of its Solutions Software. In the third quarter of 1999, DoubleClick
anticipates that it will complete a Year 2000 simulation test of the ad
reporting functions of its Solutions Software. As a result of the testing to
date, DoubleClick has identified aspects of the Solutions Software that will
require minor code revisions to become Year 2000 compliant. DoubleClick is
continuously implementing these code revisions, and is planning to complete the
necessary revisions as early in the fourth quarter of 1999 as practicable. To
date, DoubleClick's Year 2000 simulation testing has not identified any
material way in which the DoubleClick's Solutions Software is not currently
Year 2000 compliant.

THIRD PARTY HARDWARE AND SOFTWARE

     Most of the vendors of the material hardware and software components of
DoubleClick's IT systems have informed DoubleClick that the products used by
DoubleClick are currently Year 2000 compliant. To the extent Year 2000
remediation is required of any third party hardware or software component,
DoubleClick has nearly completed the installation of the software that has been
provided to date by DoubleClick's vendors for this purpose, and anticipates that
installation of all such software will be completed in the third quarter of
1999. Some of the non-U.S. companies providing server hosting services to
DoubleClick's international data centers have informed DoubleClick that they
have not yet completed their Year 2000 readiness assessment. DoubleClick is
further investigating the status of the Year 2000 readiness of these companies,
and commencing in the third quarter of 1999 will make contingency plans in those
cases in which the Company determines that such plans are warranted..

     DoubleClick has completed an assessment of the materiality of its non-IT
systems, and is in the process of obtaining Year 2000 assurances from such
vendors, including the electrical utility and telephone company. 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.

COST

     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.


                                       19
<PAGE>

                                DOUBLECLICK, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

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. DoubleClick is currently assessing the Year 2000 readiness status
of those non-U.S. server hosting companies that have not yet provided adequate
assurance of Year 2000 compliance. Commencing in the third quarter, DoubleClick
will make contingency plans in those cases in which the Company determines that
such plans are warranted.

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


                                       20
<PAGE>

                                DOUBLECLICK, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

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.

CURRENCY RATE FLUCTUATIONS

     DoubleClick's results of operations, financial position, and cash flows are
affected by changes in the relative values of non-U.S. currencies to the U.S.
dollar. DoubleClick does not use derivative financial instruments to limit its
foreign currency risk exposure. Therefore, volatility in currency exchange rates
could have a material adverse effect on those revenues and assets denominated in
non-U.S. currencies.

INTEREST RATE RISK

     DoubleClick's investments are classified as available for sale securities.
Therefore, changes in the market's interest rates effect the value of the
investment as recorded by DoubleClick and are recorded as unrealized gains and
losses on the financial statements.


                                       21
<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.

               RISKS RELATING TO OUR COMPANY AND OUR BUSINESS

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.


                                       22
<PAGE>

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 six
months ended June 30, 1999 we incurred a net loss of $12.5 million and, as of
June 30, 1999, our accumulated deficit was $67.3 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.

OUR DEPENDENCE ON ALTAVISTA

     Approximately 20.6% and 50.1% of revenues and 43.8% and 50.1% of systems
revenues for the six months ended June 30, 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. On June 29, 1999, Compaq agreed to transfer to
CMGI, Inc. a controlling interest in AltaVista. Compaq and its wholly owned
subsidiary Digital Equipment Corporation will contribute the assets and
liabilities comprising AltaVista's business, which we understand will include
the Advertising Services Agreement, to a new company that CMGI will own
approximately 83% of, with the remainder owned by Compaq. The loss of AltaVista
as a customer 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% and 57% of our revenues for the six months ended June 30,
1999 and 1998, respectively, 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


                                       23
<PAGE>

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;

     - 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


                                       24
<PAGE>

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 June 30, 1996, we had a total of 25 employees and, as of
June 30, 1999, we had a total of 658 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, 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


                                       25
<PAGE>

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


                                       26
<PAGE>

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.

     We have substantially completed many elements of our Year 2000 readiness
assessment, testing and remediation plan, and plan to complete all remaining
elements of the plan as early in the fourth quarter of 1999 as practicable.
We have completed a Year 2000 similation test on the ad delivery functions of
our software, and will perform a similar test on the ad reporting functions
of our software in third quarter of 1999. As a result of the testing to date,
we have identified aspects of our software that will require minor code
revisions to become Year 2000 compliant, and we plan to complete the
necessary revisions as early in the fourth quarter of 1999 as practicable. To
date, we have not identified any material way in which our software is not
currently Year 2000 compliant. In the process of contacting our material
vendors for Year 2000 assurances, we have identified certain non-U.S.
companies providing server hosting services to DoubleClick's international
data centers that have been unable to provide adequate assurances of Year
2000 readiness. Beginning in the third quarter, we will continue our
investigation of these vendors, and will develop contingency plans in those
cases in which we determine that such plans are warranted.

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, the 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 currently have
in operation a disaster recovery site. 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;


                                       27
<PAGE>

     - 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 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, including our proposed acquisitions of Abacus and
NetGravity. 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


                                       28
<PAGE>

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.

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


                                       29
<PAGE>

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

     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,


                                       30
<PAGE>

Canada, France, Germany, Benelux (Belgium, the 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 prior 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.


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<PAGE>

SUBSTANTIAL INFLUENCE BY OFFICERS AND DIRECTORS

     The executive officers, directors and entities affiliated with them
beneficially own 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

     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.

        RISKS RELATED TO THE PENDING MERGERS WITH ABACUS AND NETGRAVITY

WE MAY NOT ACHIEVE THE EXPECTED BENEFITS FROM EITHER MERGER

We entered into merger agreements with Abacus and NetGravity with the
expectations that these mergers will result in significant benefits. Achieving
the benefits of each merger depends on the timely, efficient and successful
execution of a number of post-merger events, including integrating the
operations and personnel of the acquired company. We will need to overcome
significant issues, however, in order to realize any benefits or synergies from
the mergers. The successful execution of these post-merger events will involve
considerable risk and may not be successful. Abacus is a provider of information
products and marketing research services to the direct marketing industry.
NetGravity is a provider of online interactive marketing solutions. NetGravity's
business model has principally been to license software designed to enable its
customers to directly manage their online interactive marketing activities.
DoubleClick is a provider of advertising solutions for advertisers and Web
publishers. DoubleClick provides outsourced, service-based solutions to
customers who choose not to directly manage their online interactive marketing
activities. DoubleClick has virtually no experience in Abacus's business and
little direct experience with NetGravity's primary business model. Furthermore,
Abacus's principal offices are located in Broomfield, Colorado, and NetGravity's
principal offices are located in San Mateo, California, while DoubleClick's
principal offices are located in New York, New York. There are currently no
plans to relocate any of these principal offices. In order for the mergers to be
successful, we must successfully integrate Abacus's operations and personnel and
NetGravity's operations and personnel with DoubleClick's operations and
personnel. Our failure to complete the integration successfully could result in
the loss of key personnel and customers.

DOUBLECLICK, ABACUS AND NETGRAVITY MAY NOT BE ABLE TO SUCCESSFULLY CROSS-MARKET
THEIR PRODUCTS OR DEVELOP NEW PRODUCTS

We intend that DoubleClick, Abacus and NetGravity will initially offer its
respective products and services to the customers of the other companies. We
cannot assure you that any company's customers will have any interest in the
other company's products and services. The failure of such cross-marketing
efforts would diminish the benefits realized by the mergers.


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<PAGE>

In addition, we intend after the mergers to develop new products and services
that combine the knowledge and resources of the DoubleClick, Abacus and
NetGravity businesses. We cannot assure you that such products or services will
be successful or that we can successfully integrate or realize the anticipated
benefits of the mergers. We cannot assure you that the transactions or other
data in Abacus's database will be predictive or useful in other sales channels,
including Internet advertising. To date, the companies have not thoroughly
investigated the obstacles, technological, market-driven or otherwise, to
developing and marketing these new products and services in a timely and
efficient way. We cannot assure you that we will be able to overcome the
obstacles in developing new products and services, or that there will be a
market for the new products or services developed by us after the mergers. Any
such failure or inability could have a material adverse effect on the combined
company's business, financial condition and operating results or could result in
loss of key personnel. In addition, the attention and effort devoted to the
integration of the acquired companies will significantly divert management's
attention from other important issues, and could seriously harm the combined
company.

THE MERGERS COULD ADVERSELY AFFECT COMBINED FINANCIAL RESULTS

DoubleClick expects to incur one-time charges related to the Abacus and
NetGravity mergers. If the benefits of the mergers do not exceed the costs
associated with them, including any dilution to our stockholders resulting from
the issuance of shares in connection with the mergers, our financial results
could be adversely affected.

THE MARKET PRICE OF OUR COMMON STOCK MAY DECLINE AS A RESULT OF THE MERGERS

The market price of our common stock may decline as a result of the mergers with
Abacus or NetGravity if:

o    The integration of DoubleClick with either company is unsuccessful;

o    We do not achieve the perceived benefits of either merger as rapidly or to
     the extent anticipated by financial or industry analysts; or

o    The effect of either merger on our financial results is not consistent with
     the expectations of financial or industry analysts.

FAILURE OF EITHER MERGER TO QUALIFY AS A POOLING OF INTERESTS WOULD NEGATIVELY
AFFECT OUR FINANCIAL RESULTS

The failure of either merger to qualify for pooling-of-interests accounting
treatment for financial reporting purposes for any reason would materially and
adversely affect our reported financial results and, likely, the price of our
common stock. The availability of pooling-of-interests accounting treatment for
each merger depends upon circumstances and events occurring both before and
after each merger's completion. For example, no significant change in the
business of the combined company may occur, including significant dispositions
of assets, for a period of two years following the effective time of the
respective mergers. Further, affiliates of DoubleClick and each acquired company
must not sell any shares of either DoubleClick or Abacus or NetGravity capital
stock, as applicable, for a period beginning before the respective merger and
ending on the day that DoubleClick publicly announces financial results covering
at least 30 days of combined operations of DoubleClick and the acquired company
after the merger. We expect that 30 days of combined financial results with
Abacus and NetGravity would not be published sooner than January 2000. If
affiliates of Double Click, Abacus or NetGravity sell their shares of
DoubleClick common stock prior to that time, despite a contractual obligation
restricting such sale, the applicable merger may not qualify for accounting as a
pooling of interests for financial reporting purposes.


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<PAGE>

HEIGHTENED SCRUTINY RESULTING FROM PUBLIC DEBATE OVER CONSUMER PRIVACY COULD
HARM THE COMBINED COMPANY'S BUSINESS

There has been substantial public debate among business, government and public
interest organizations over consumer privacy issues including the collection,
distribution and use of consumer data. New products and services of the merged
entity that collect and use personal data may be drawn into this debate or be
subject to new consumer privacy regulation. While we have been active in the
public debate and have expressed our position in favor of consumer notice,choice
and industry self-regulation, there can be no assurance that our views will
prevail. As a consequence of widespread market sentiment or governmental
legislation or regulation, the merged entity may be prevented from offering
certain products or services, or may be required to make changes to such
products or services that could negatively affect their overall effectiveness or
have a material adverse effect on the combined company's business, financial
condition and operating results.

RISKS RELATED TO ABACUS'S AND NETGRAVITY'S BUSINESSES

Assuming the proposed Abacus merger and NetGravity merger are consummated, these
companies will constitute meaningful portions of DoubleClick's business. As a
result, we will become subject to additional risks that are specific to Abacus's
and NetGravity's respective businesses. For a detailed discussion of these
risks, please see the risk factors included in each of Abacus's and NetGravity's
reports filed with the Securities Exchange Commission under the Securities
Exchange Act of 1934, which reports are hereby incorporated herein by reference.


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<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         On July 29, 1999, a putative class action entitled MARGIE ELSTEIN V.
JOHN W. DONNER, ET AL (Case No. 17339NC), was commenced in the Chancery Court in
the state of Delaware, New Castle County, on behalf of the stockholders of
NetGravity against NetGravity, certain directors of NetGravity and DoubleClick.
The complaint alleges that NetGravity and its directors committed a breach of
their fiduciary duty to NetGravity stockholders and that DoubleClick aided and
abetted that breach by agreeing to the $30 million termination fee set forth in
the Agreement and Plan of Merger and Reorganization, dated as of July 12, 1999,
by and among DoubleClick, NJ Merger Corporation and NetGravity, Inc. Plaintiff
seeks recission of the termination fee and unspecified damages. The action
remains in its early stages.

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. As of June 30, 1999, DoubleClick has
     used approximately $43 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


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<PAGE>

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

    DoubleClick held its 1999 Annual Meeting of Stockholders on May 24, 1999. At
that meeting, the stockholders approved the following proposals: (i) election
of Dwight A. Merriman and David N. Strohm as Class II directors to serve on the
Board of Directors, (ii) amendment of DoubleClick's 1997 Stock Incentive Plan
(the "Plan") to increase the number of shares of Common Stock authorized for
issuance over the term of the Plan by an additional 8,000,000 and limit the
annual automatic share increase to 1,200,000 shares annually; (iii) amendment
of DoubleClick's Amended and Restated Certificate of Incorporation (the
"Certificate") to increase the number of authorized shares of Common Stock from
60,000,000 to 400,000,000, and (v) selection of PricewaterhouseCoopers LLP as
independent auditors of DoubleClick for the fiscal year ending December 31,
1999.

    There were 15,371,782 votes cast for, 0 votes cast against, 59,379 votes
withheld and 29,002 abstentions in connection with the election of Dwight A.
Merriman and David N. Strohm as Class II Directors. The remainder of
DoubleClick's Board of Directors remains as previously reported. There were
7,984,193 votes cast for, 2,222,700 votes cast against and 14,964 abstentions in
connection with the amendment of the Plan. There were 13,857,890 votes cast for,
1,526,742 votes cast against and 18,152 abstentions in connection with the
amendment of the Certificate. There were 15,378,685 votes cast for, 9,646 votes
cast against and 12,453 abstentions in connection with the selection of
PricewaterhouseCoopers LLP as independent auditors.

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:

     2.1 Agreement and Plan of Merger and Reorganization dated as of June 13,
     1999, by and among DoubleClick, Atlanta Merger Corp. and Abacus Direct
     Corporation (incorporated by reference to Exhibit 2.1 of DoubleClick's
     Current Report on Form 8-K dated June 17, 1999).

     2.2 Agreement and Plan of Merger and Reorganization dated as of July 12,
     1999, by and among DoubleClick, NJ Merger Corporation and NetGravity, Inc.
     (incorporated by reference to Exhibit 2.1 of DoubleClick's Current Report
     on Form 8-K dated July 22, 1999).

     10.1 Stock Option Agreement, dated as of June 13, 1999, by and between
     DoubleClick and Abacus Direct Corporation (incorporated by reference to
     Exhibit 10.1 of DoubleClick's Current Report on Form 8-K dated June 17,
     1999).

     10.2 Agreement of Lease, dated as of January 26, 1999, between John Hancock
     Mutual Life Insurance Company as Owner and Landlord and DoubleClick Inc. as
     Tenant (filed herewith).


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<PAGE>

(b)  Reports on Form 8-K

     DoubleClick filed two reports on Form 8-K during the three months ended on
June 30, 1999. One Form 8-K was filed on June 17, 1999 announcing the
Agreement and Plan of Merger and Reorganization, dated as of June 13, 1999,
by and among DoubleClick, Atlanta Merger Corp. and Abacus Direct Corporation
pursuant to which DoubleClick agreed to acquire Abacus Direct Corporation.
The second Form 8-K was filed on July 22, 1999 announcing the Agreement and Plan
of Merger and Reorganization, dated as of July 12, 1999, by and among
DoubleClick, NJ Merger Corporation and NetGravity, Inc., pursuant to which
DoubleClick agreed to acquire NetGravity.


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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: August 13, 1999               By: /s/ STEPHEN COLLINS
                                        -------------------
                                            Stephen Collins
                                  CHIEF FINANCIAL OFFICER (PRINCIPAL
                                          FINANCIAL OFFICER)


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