DOUBLECLICK INC, S-3, 2000-06-30

DOUBLECLICK INC
S-3, 2000-06-30
ADVERTISING

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2000
REGISTRATION NO. 333-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
DOUBLECLICK INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-------------------
<TABLE>
<S> <C>
DELAWARE 13-3870996
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
450 WEST 33RD STREET
NEW YORK, NEW YORK 10001
(212) 683-0001
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------

KEVIN J. O'CONNOR
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
DOUBLECLICK INC.
450 WEST 33RD STREET
NEW YORK, NEW YORK 10001
(212) 683-0001
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------------

COPIES TO:

ELLEN B. CORENSWET, ESQ.
SCOTT L. KAUFMAN, ESQ.
BROBECK, PHLEGER & HARRISON LLP
1633 BROADWAY, 47TH FLOOR
NEW YORK, NEW YORK 10019
(212) 581-1600
-------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time as determined by the Selling Stockholders.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-------------------
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AGGREGATE AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE(1)
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.001 per share...... 188,768 shares $38.19 $7,209,049.92 $1,903.19
==========================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) using the average of the high and low sale
prices reported on the Nasdaq National Market for DoubleClick's common stock
on June 29, 2000.
----------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
________________________________________________________________________________

<PAGE>
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION. DATED JUNE 30, 2000

[DOUBLECLICK LOGO]

188,768 Shares of Common Stock

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

This Prospectus relates to the public offering, which is not being
underwritten, of 188,768 shares of our Common Stock, which are held by some of
our current stockholders.

The prices at which such stockholders may sell the shares will be determined
by the prevailing market price for the shares or in negotiated transactions. We
will not receive any of the proceeds from the sale of the shares.

Our common stock is traded on the Nasdaq National Market under the symbol
'DCLK.' On June 29, 2000, the last reported sale price for the common stock was
$38.19 per share.

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

AN INVESTMENT IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PLEASE SEE
'RISK FACTORS' BEGINNING ON PAGE 3.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

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

The date of this prospectus is , 2000

<PAGE>
DOUBLECLICK INC.

We are a leading provider of technology-driven marketing and advertising
solutions to thousands of advertisers, advertising agencies, Web publishers and
e-commerce merchants worldwide. We provide a broad range of media, technology
and data products and services. Our products and services for Web publishers are
designed to optimize revenues. For our advertising, advertising agency and
e-commerce merchant customers, our products and services are designed to enhance
the effectiveness of their ad and marketing campaigns on the Internet and
through other interactive media.

Our patented DART technology is the platform for many of our solutions and
enables our customers to use preselected criteria to deliver the right ad to the
right person at the right time. DART is also a sophisticated tracking and
reporting tool that our customers rely on to measure ad performance and provide
dynamic ad space inventory management. We currently serve ads for over 2,500
clients, and in March 2000 delivered over 48 billion advertisements to
targeted Internet users.

Our revenues are derived from three principal lines of business:

DOUBLECLICK MEDIA. DoubleClick Media offers advertising and marketing
solutions to both Web publishers (e.g., AltaVista, the Dilbert Zone, Kelley
Blue Book and Macromedia) and advertisers. We aggregate the advertising
inventory of hundreds of Web sites into several domestic and international
networks based on size, traffic and content. We offer Web publishers
outsourced ad sales, ad delivery and related services to generate
advertising revenue. We offer advertisers the ability to advertise on these
networks and to target users on a local, national and international basis.
We deliver advertising on these networks using our DART technology.

DOUBLECLICK TECHSOLUTIONS. DoubleClick TechSolutions is comprised of
comprehensive service and software solutions designed specifically for the
needs of three targeted customer segments: advertisers and agencies, Web
publishers and e-commerce merchants. Our solutions include the DART Service
for Publishers, the AdServer family of software products for publishers and
e-commerce merchants, the DART Service for Advertisers, and the DARTmail
Service. We have professional service teams to support these solutions and
provide education, consulting services and around-the-clock support.

DOUBLECLICK DATA SERVICES. DoubleClick Data Services, through our Abacus
division, is a leading provider of information products and marketing
research services to the direct marketing industry. Through Abacus, we have
developed a comprehensive and productive source of information regarding
consumer purchasing behavior by creating a database that includes consumer
purchasing data contributed from over 1,500 alliance members. We use this
proprietary database and our advanced statistical modeling technology to
provide direct marketers with information and analysis which is designed to
increase response rates and profits from their direct mail marketing
campaigns.

<PAGE>
RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
carefully consider the risks below, together with the other information
contained in this prospectus, before you decide to buy our common stock. If any
of the following risks occur, our business, results of operations and financial
condition could be harmed, the trading price of our common stock could decline,
and you could lose all or part of your investment.

RISKS RELATING TO OUR COMPANY AND OUR BUSINESS

OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR BUSINESS DIFFICULT

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. Our risks include:

ability to sustain historical revenue growth rates;

relying on our DoubleClick networks;

managing our expanding operations;

competition;

attracting, retaining and motivating qualified personnel;

maintaining our current, and developing new, strategic relationships with
Web publishers;

dependence on a continuing relationship with AltaVista;

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

attracting and retaining 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.

WE HAVE A HISTORY OF LOSSES AND ANTICIPATE CONTINUED LOSSES.

We incurred net losses of $4.0 million for the year ended December 31, 1996,
$7.7 million for the year ended December 31, 1997, and $18.0 million for the
year ended December 31, 1998. For the year ended December 31, 1999, we incurred
a net loss of $55.8 million. For the three months ended March 31, 2000, we
incurred a net loss of $18.4 million and, as of March 31, 2000, our accumulated
deficit was $128.2 million. We have not achieved profitability and expect to
continue to incur operating losses in the future. 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.

WE DERIVE A SUBSTANTIAL PORTION OF OUR REVENUES FROM WEB SITES OF A LIMITED
NUMBER OF WEB PUBLISHERS AND THE LOSS OF THESE WEB PUBLISHERS AS CUSTOMERS COULD
HARM OUR BUSINESS

We derive a substantial portion of our DoubleClick Media revenues from ad
impressions we deliver on the Web sites of a limited number of Web publishers.
For the three months ended March 31, 2000, approximately 20% of our revenue
resulted from ads delivered on the Web sites of the top five Web publishers on
our DoubleClick networks. 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 that account for a significant portion of the revenues
from our DoubleClick networks or any significant reduction in traffic on these
Web publisher's Web sites.

<PAGE>
The loss of these Web publishers could also cause advertisers or other Web
publishers to leave our networks, 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 our DoubleClick networks. 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.

WE RELY HEAVILY ON OUR RELATIONSHIP WITH ALTAVISTA AND ANY CHANGE IN THIS
RELATIONSHIP COULD HARM OUR BUSINESS

Approximately 8.7% and 11.6% of revenues for the three month periods ended
March 31, 2000 and 1999, respectively, resulted from advertisements delivered on
or through the AltaVista Web site. On June 29, 1999, CMGI, Inc. acquired a
controlling interest in AltaVista from Compaq. Compaq and its wholly owned
subsidiary, Digital Equipment Corporation, contributed the assets and
liabilities comprising AltaVista's business, including the Advertising Services
Agreement, which governed our relationship with AltaVista, to AltaVista Company,
a new company of which CMGI owns approximately 83%, with the remainder owned by
Compaq. CMGI also now owns several Internet advertising and marketing companies
either directly or indirectly through its majority owned subsidiary Engage, Inc.
These companies, including AdForce, AdKnowledge, Flycast Communications, Adsmart
and Engage, Inc., compete with our Internet advertising solutions. In November
1999, we entered into an Interim Advertising Services Agreement with AltaVista,
as successor to Compaq, which temporarily suspends until January 2001 the
Advertising Services Agreement we entered into with Compaq in January 1999. The
Interim Advertising Services Agreement allows for us to continue to sell
advertisements throughout AltaVista's network and provides for AltaVista to
maintain and service some advertising accounts previously serviced by us. 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.

OUR BUSINESS MAY BE SIGNIFICANTLY ADVERSELY AFFECTED BY RECENTLY FILED LAWSUITS
RELATED TO PRIVACY AND OUR BUSINESS PRACTICES.

We are a defendant in several pending class action lawsuits alleging, among
other things, that we unlawfully obtain and sell Internet users' personal
information. We are also the subject of a Federal Trade Commission inquiry
concerning our collection and maintenance of information about Internet users
and inquiries involving the attorneys general of several states relating to our
collection, maintenance and sharing of information concerning, and our
disclosure of those practices to, Internet users. We may receive additional
regulatory inquiries and intend to cooperate fully. Class action litigation and
regulatory inquiries of these types are often expensive and time-consuming and
their outcome is uncertain. We cannot quantify the amount of monetary or human
resources that we will be required to use to defend ourselves in these
proceedings. We may need to spend significant amounts on our legal defense,
senior management may be required to divert their attention from other portions
of our business, new product launches may be deferred or canceled as a result of
these proceedings, and we may be required to make changes to our present and
planned products or services, any of which could materially and adversely affect
our business, financial condition and results of operations. If, as a result of
any of these proceedings, a judgment is rendered or a decree is entered against
us, it may materially and adversely affect our business, financial condition and
results of operations.

WE DERIVE A SUBSTANTIAL PORTION OF OUR REVENUES FROM ADVERTISEMENTS WE DELIVER
TO WEB SITES ON OUR DOUBLECLICK NETWORKS AND A DECREASE IN TRAFFIC LEVELS COULD
HARM OUR BUSINESS

We derive a large portion of our revenues from advertisements we deliver to
Web sites on our DoubleClick networks. We expect that our DoubleClick networks
will continue to account for a substantial portion of our revenues for the
foreseeable future. Our DoubleClick networks consist of

<PAGE>
Web sites of Web publishers with which we have short-term contracts. We cannot
assure you that these Web publishers will remain associated with our DoubleClick
networks, 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 existing DoubleClick network Web site with other Web
sites with comparable traffic patterns and user demographics. Our failure to
successfully market our DoubleClick networks, the loss of one or more of the Web
publishers that account for a significant portion of our revenues from our
DoubleClick networks, or the failure of the Web sites on our DoubleClick
networks to maintain consistent or increasing levels of traffic would materially
and adversely affect our business, results of operations and financial
condition.

OUR ADVERTISING CUSTOMERS AND THE COMPANIES WITH WHICH WE HAVE STRATEGIC
BUSINESS RELATIONSHIPS MAY EXPERIENCE ADVERSE BUSINESS CONDITIONS THAT COULD
ADVERSELY AFFECT OUR BUSINESS.

As a result of unfavorable market and economic conditions that can develop
from time to time, our customers may now or in the future have difficulty
achieving their long-term plans. To address adverse conditions, these customers
may reduce their spending on marketing and advertising. Such reductions may
materially and adversely affect our business, financial condition and results of
operations. In addition, from time to time, we have entered into strategic
business relationships with other companies, the nature of which varies, but
generally in the context of customer relationships. These companies may
experience adverse business conditions that may render them unable to meet our
expectations for the strategic business relationship or to fulfill their
contractual obligations to us. Such an event could have a material adverse
impact on our business, financial condition and results of operations.

OUR QUARTERLY OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS AND YOU
SHOULD NOT RELY ON THEM AS AN INDICATION OF FUTURE OPERATING PERFORMANCE.

Our revenues and results of operations may fluctuate significantly in the
future as a result of a variety of factors, many of which are beyond our
control. These factors include:

advertiser, Web publisher and direct marketer demand for our solutions;

changes in fees paid by advertisers;

changes in service fees payable by us to Web publishers in our networks;

the introduction of new Internet advertising services by us or our
competitors;

variations in the levels of capital or operating expenditures and other
costs relating to the expansion of our operations; and

general economic conditions.

For the foreseeable future, our revenues from DoubleClick TechSolutions and
DoubleClick Media will also remain dependent on user traffic levels and
advertising activity on our DoubleClick networks. These future revenues are
difficult to forecast. In addition, we plan to significantly increase our
operating expenses so that we can increase our sales and marketing operations,
continue our international expansion, upgrade and enhance our DART technology
and expand our product and service offerings, and 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 could be materially and adversely
affected. These results would likely affect the market price of our common stock
in a manner which may be unrelated to our long-term operating performance.

As a result, we believe that period-to-period comparisons of our results of
operations may not be meaningful. You should not rely on past periods as
indicators of future performance.

<PAGE>
RAPID GROWTH IN OUR BUSINESS COULD STRAIN OUR MANAGERIAL, OPERATIONAL, FINANCIAL
AND INFORMATION SYSTEM RESOURCES.

In recent years, we have experienced significant growth, both internally and
through acquisitions, that has placed considerable demands on our managerial,
operational and financial resources. To continue to successfully implement our
business plan in our rapidly evolving markets requires an effective planning and
management process. We continue to increase the scope of our operations both
domestically and internationally, and we have grown our workforce substantially.
As of March 31, 1999, we had a total of 579 employees (without giving effect to
our acquisitions) and, as of March 31, 2000, we had a total of 1,806 employees.
In addition, we plan to continue to expand our sales and marketing and customer
support organizations both domestically and internationally. The 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.
We cannot assure you that if we continue to grow, management will be effective
in attracting and retaining additional qualified personnel, expanding our
physical facilities, integrating acquired businesses or otherwise managing
growth. We also cannot assure you that our information systems, procedures or
controls will be adequate to support our operations or that our management will
be able to achieve the rapid execution necessary to successfully offer our
services and implement our business plan. Our future performance may also depend
on our effective integration of acquired businesses. Even if successful, this
integration may take a significant period of time and expense, and may place a
significant strain on our resources. Our inability to effectively manage our
growth could materially and adversely affect our business, financial condition
and results of operations.

OUR BUSINESS MAY SUFFER IF WE ARE UNABLE TO SUCCESSFULLY IMPLEMENT OUR BUSINESS
MODEL.

A significant part of our business model is to generate revenues by
providing interactive marketing solutions to advertisers, ad agencies and Web
publishers. The profit potential for this 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.

Intensive marketing and sales efforts may be necessary to educate
prospective advertisers regarding the uses and benefits of, and to generate
demand for, our products and services, including our new products and services
such as the Sonar Network, Abacus Online Alliance and the DARTmail Services.
Enterprises may be reluctant or slow to adopt a new approach that may replace,
limit or compete with their existing direct marketing systems. In addition,
since online direct marketing is emerging as a new and distinct market apart
from online advertising, potential adopters of online direct marketing services
will increasingly demand functionality tailored to their specific requirements.
We may be unable to meet the demands of these clients.

Market acceptance of our new solutions 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.

DISRUPTION OF OUR SERVICES DUE TO UNANTICIPATED PROBLEMS OR FAILURES COULD HARM
OUR BUSINESS.

Our DART technology resides on a computer system located in our New York
City offices and in our data centers in New Jersey and California and in Europe,
Asia and Latin America.

<PAGE>
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 could 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. 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.

COMPETITION IN THE MARKETS FOR INTERNET ADVERTISING AND RELATED PRODUCTS AND
SERVICES IS INTENSE AND LIKELY TO INCREASE IN THE FUTURE, AND WE MAY NOT BE ABLE
TO SUCCESSFULLY COMPETE

The market for Internet advertising and related products and services is
intensely competitive. We expect competition to continue to increase because
this market poses no substantial barriers to entry. Competition may also
increase as a result of industry consolidation. We believe that our ability to
compete depends upon many factors both within and beyond our control, including
the following:

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

customer service and support efforts;

sales and marketing efforts; and

the ease of use, performance, price and reliability of solutions developed
either by us or our competitors.

We compete for Internet advertising revenues with large Web publishers and
Web portals, such as America Online, Excite@Home, Microsoft, GO.com and Yahoo!.
Further, our DoubleClick networks compete with a variety of Internet advertising
networks, including 24/7 Media. In marketing our DoubleClick networks and DART
Service to Web publishers, we also compete with providers of ad servers and
related services. CMGI also now owns several Internet advertising and marketing
companies either directly or indirectly through its majority owned subsidiary
Engage, Inc. These companies, including AdForce, AdKnowledge, Flycast, AdSmart
and Engage Inc., compete with our Internet advertising solutions. 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. These 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

<PAGE>
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.

WE MAY NOT COMPETE SUCCESSFULLY WITH TRADITIONAL ADVERTISING MEDIA FOR
ADVERTISING DOLLARS

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.

OUR REVENUES ARE SUBJECT TO SEASONAL FLUCTUATIONS

We believe that our business is subject to seasonal fluctuations.
Advertisers generally place fewer advertisements during the first and third
calendar quarters of each year, which directly affects our DoubleClick Media and
DoubleClick TechSolutions businesses, and the direct marketing industry
generally mails substantially more marketing materials in the third calendar
quarter, which directly affects our DoubleClick Data Services business.
Expenditures by advertisers and direct marketers tend to vary in cycles that
reflect overall economic conditions as well as budgeting and buying patterns.
Further, Internet user traffic typically drops during the summer months, which
reduces the amount of advertising to sell and deliver. Our revenue could be
materially reduced by a decline in the economic prospects of advertisers and
direct marketers or in the economy in general, which could alter current or
prospective advertisers' and direct marketers' spending priorities or budget
cycles or extend our sales cycle.

Due to the 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.

WE MAY NOT BE ABLE TO SUCCESSFULLY MAKE ACQUISITIONS OF OR INVESTMENTS IN OTHER
COMPANIES

We may acquire or make investments in complementary businesses, products,
services or technologies. From time to time we have had discussions with
companies regarding our acquiring, or investing in, their businesses, products,
services or technologies. We cannot assure you that we will be able to identify
suitable acquisition or investment candidates. Even if we do identify suitable
candidates, we cannot assure you that we will be able to make acquisitions or
investments on commercially acceptable terms. If we buy a company, we could have
difficulty in integrating 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 integrating the
acquired products, services or technologies into our operations. These
difficulties could disrupt our ongoing business, distract our management and
employees, increase our expenses and adversely affect our results of operations
due to accounting requirements such as amortization of 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.

<PAGE>
WE ARE DEPENDENT ON KEY PERSONNEL AND ON EMPLOYEE RETENTION AND RECRUITING FOR
OUR FUTURE SUCCESS

Our future success depends to a significant extent on the continued service
of our key technical, sales and senior management personnel, in particular,
Kevin O'Connor, our Chief Executive Officer and Chairman of the Board of
Directors, Kevin Ryan, our President and Chief Operating Officer, and Dwight
Merriman, our Chief Technology 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 materially and adversely
affect 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.

IF WE FAIL TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY OR FACE A CLAIM OF
INTELLECTUAL PROPERTY INFRINGEMENT BY A THIRD PARTY, WE COULD LOSE OUR
INTELLECTUAL PROPERTY RIGHTS OR BE LIABLE FOR DAMAGES

Our success and ability to effectively compete are substantially dependent
on the protection of our internally developed technologies and our trademarks,
which we protect through a combination of patent, copyright, trade secret,
unfair competition and trademark law as well as contractual agreements. In
September 1999, the U.S. Patent Office issued to us a patent that covers the
DART technology. We have filed a patent infringement suit against each of L90,
Inc. and Sabela Media, Inc. in order to enforce our patent. 24/7 Media has
recently acquired Sabela Media. We have also filed patent applications for some
of our other technologies.

We also have rights in the trademarks that we use to market our solutions.
These trademarks include DOUBLECLICK, DART, and ABACUS. We have applied to
register our trademarks in the U.S. and internationally. We have received
registrations for the marks DOUBLECLICK and ABACUS, among others. We cannot
assure you that any of our current or future patent applications or trademark
applications will be approved. Even if they are approved, these patents or
trademarks may be successfully challenged by others or invalidated. If our
trademark registrations are not approved because third parties own these
trademarks, our use of these trademarks will be restricted unless we enter into
arrangements with these parties which may be unavailable on commercially
reasonable terms, if at all. In addition, we have licensed, and may license in
the future, our trademarks, trade dress and similar proprietary rights to third
parties. While we endeavor to ensure that the quality of our brands are
maintained by our licensees, our licensees may take actions that could
materially and adversely affect the value of our proprietary rights and
reputation.

In order to secure and protect our proprietary rights, we generally enter
into confidentiality, proprietary rights and license agreements, as appropriate,
with our employees, consultants and business partners, and generally control
access to and distribution of our technologies, documentation and other
proprietary information. Despite these efforts, we cannot be certain that the
steps we take to prevent unauthorized use of our proprietary rights are
sufficient to 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. In
addition, we cannot assure you that the courts will adequately enforce
contractual arrangements which we have entered into to protect our proprietary
technologies.

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

<PAGE>
Web publishers with Web sites in our DoubleClick networks. Such claims and any
resultant litigation, should it occur, could subject us to significant liability
for damages, and we could be restricted from using our ad delivery technology or
other intellectual property. Any claims or litigation from third parties may
also result in limitations on our ability to use the intellectual property,
including our ad delivery technology, which are the subject of 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, if at all. 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.

In May 2000, 24/7 Media filed a patent infringement litigation suit against
us, which alleges that we infringe, and are inducing and contributing to the
infringement of a patent owned by 24/7 Media. 24/7 Media is seeking damages in
an unspecified amount, an injunction against infringement of the patent, and its
attorneys fees and costs. We deny infringement and intend to vigorously defend
against these claims. We cannot quantify the amount of monetary or human
resources that we will be required to use to defend ourselves in this
proceeding. We may need to spend significant amounts on our legal defense,
senior management may be required to divert their attention from other portions
of our business, new product launches may be deferred or canceled as a result of
this proceeding, and we may be required to make changes to our present and
planned products or services, any of which could materially and adversely affect
our business, financial condition and results of operations. If, as a result of
this proceeding, a judgment is rendered or a decree is entered against us, it
may materially and adversely affect our business, financial condition and
results of operations.

OUR RIGHT TO KEEP INFORMATION COLLECTED IN OUR DATABASES MAY BE CHALLENGED IN
THE FUTURE, WHICH COULD ADVERSELY AFFECT OUR BUSINESS AND RESULTS OF OPERATIONS

We collect and compile information in databases for the product offerings of
all our businesses. Individuals have claimed, and may claim in the future, that
our collection of this information is illegal. Although we believe that we have
the right to use and compile the information in these databases, we cannot
assure you that our ability to do so will remain lawful, that any trade secret,
copyright or other intellectual property protection will be available for our
databases, or that statutory protection that is or becomes available for
databases will enhance our rights. In addition, others may claim rights to the
information in our databases. Further, pursuant to our contracts with Web
publishers using our solutions, we are obligated to keep certain information
regarding each Web publisher confidential and, therefore, may be restricted from
further using that information in our business.

WE MUST ADAPT TO TECHNOLOGY TRENDS AND EVOLVING INDUSTRY STANDARDS OR WE WILL
NOT BE COMPETITIVE

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 and
services 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 and services. 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. Our
failure to successfully design, develop, test and introduce new services, or the
failure of our recently introduced services to achieve market acceptance, could
prevent us from maintaining existing client relationships, gaining new clients
or expanding our markets and could materially and adversely affect our business,
financial condition and results of operations.

<PAGE>
OUR BUSINESS COULD BE ADVERSELY AFFECTED IF WE FAIL TO SUCCESSFULLY EXPAND OUR
INTERNATIONAL OPERATIONS AND SALES AND MARKETING EFFORTS

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 our DoubleClick networks in
Australia, Brazil, Canada, France, Germany, Benelux (Belgium, the Netherlands
and Luxembourg), Scandinavia (Sweden, Norway, Finland, and Denmark), Spain the
United Kingdom and Italy. In Asia (Taiwan, Singapore, and Hong Kong), and under
separate agreement, Japan and Korea, we are working with 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.

OUR INTERNATIONAL OPERATIONS ARE SUBJECT TO OTHER INHERENT RISKS, INCLUDING:

the impact of recessions in economies outside the United States;

changes in regulatory requirements;

more restrictive privacy regulation;

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.

WE HAVE INCURRED SIGNIFICANT DEBT OBLIGATIONS WHICH COULD HARM OUR BUSINESS.

We incurred $250 million of indebtedness in March 1999 from the sale of our
4.75% Convertible Subordinated Notes due 2006. Our ratio of long-term debt to
total equity was approximately 70.6% as of December 31, 1999. As a result of the
sale of the notes, we have substantially increased our principal and interest
obligations. The degree to which we are leveraged could materially and adversely
affect our ability to obtain additional financing and could make us more
vulnerable to industry downturns and competitive pressures. Our ability to meet
our debt service obligations will depend on our future performance, which will
be subject to financial, business, and other factors affecting our operations,
many of which are beyond our control.

IF WE DO NOT SUCCESSFULLY INTEGRATE ABACUS AND NETGRAVITY OR THE MERGERS'
BENEFITS DO NOT MEET THE EXPECTATIONS OF FINANCIAL OR INDUSTRY ANALYSTS, THE
MARKET PRICE FOR OUR COMMON STOCK MAY DECLINE

We entered into merger agreements with Abacus and NetGravity with the
expectations that these mergers will result in significant benefits. We have
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 our principal offices are located in New York,
New York. There are currently no plans to relocate any of these principal
offices. We will need to overcome these significant issues in order to realize
any benefits or synergies from the mergers. Our successful execution of these
post-merger events will involve considerable risk and may not be successful.

<PAGE>
The market price of our common stock may decline, and we may lose key
personnel and customers as a result of our mergers if:

we do not successfully integrate operations and personnel of the
businesses;

we do not achieve the perceived benefits of the mergers as rapidly or to
the extent anticipated by financial or industry analysts; or

the effect of the mergers on our financial results is not consistent with
the expectations of financial or industry analysts.

IF WE FAIL TO SUCCESSFULLY CROSS-MARKET THE PRODUCTS OF DOUBLECLICK MEDIA,
DOUBLECLICK TECHSOLUTIONS AND DOUBLECLICK DATA SERVICES OR TO DEVELOP NEW
PRODUCTS, WE MAY NOT INCREASE OR MAINTAIN OUR CUSTOMER BASE OR OUR REVENUES

We intend to initially offer the respective products and services
historically offered by DoubleClick, Abacus and NetGravity to our collective
customers. We cannot assure you that any company's customers will have any
interest in the other company's products and services. The failure of our
cross-marketing efforts may diminish the benefits we realize from the mergers.

In addition, we intend to develop new products and services that combine the
knowledge and resources of DoubleClick Media, DoubleClick TechSolutions and
DoubleClick Data Services. We cannot assure you that these products or services
will be developed or, if developed, will be successful or that we can
successfully integrate or realize the anticipated benefits of the mergers. As a
result, we may not be able to increase or maintain our customer base. 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, we 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. An inability to overcome such obstacles or a failure of such a
market to develop could materially and adversely affect our business, financial
condition and results of operations 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 our business, financial condition and results
of operations.

IF COSTS ASSOCIATED WITH OUR MERGERS EXCEED THE BENEFITS REALIZED, WE MAY
EXPERIENCE INCREASED LOSSES

We have incurred 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.

IF THE ABACUS OR NETGRAVITY MERGER FAILS TO QUALIFY AS A POOLING OF INTERESTS,
WE WOULD BE REQUIRED TO TAKE CHARGES AGAINST EARNINGS IN FUTURE PERIODS, WHICH
WOULD INCREASE THE AMOUNT OF OUR LOSSES

If we cannot account for one or both of the mergers as a pooling of
interests, a significant portion of the purchase price for the merger will be
allocated to goodwill and other intangible assets, which we would amortize over
their estimated useful lives. The availability of pooling of interests
accounting treatment for the mergers depends upon circumstances and events
occurring both before and after each merger's completion. For example, no
significant changes 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 merger. If pooling is not available, we would take charges
against our earnings in the future, which could materially and adversely affect
our reported financial results and, likely, the price of our common stock.

<PAGE>
RISKS RELATED TO OUR INDUSTRY

OUR BUSINESS MAY BE ADVERSELY AFFECTED IF THE MARKET FOR INTERNET ADVERTISING
FAILS TO GROW AS PREDICTED OR DIMINISHES

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. These 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 experience in generating revenues from the sale of advertising space on
their Web sites. We cannot assure you that current or potential advertising
customers will continue to allocate a portion of their advertising budget to
Internet advertising or that the market for Internet advertising will continue
to develop to sufficiently support Internet advertising as a significant
advertising medium. If the market for Internet advertising develops more slowly
than we expect, then our business, results of operations and financial condition
could be materially and adversely affected.

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

A significant portion of our revenues are derived from the delivery of
advertisements placed on Web sites which are designed to contain the features
and measuring capabilities requested by advertisers. If advertisers determine
that those ads are ineffective or unattractive as an advertising medium or if we
are unable to deliver the features or measuring capabilities requested by
advertisers, the long-term growth of our online advertising business could be
limited and our revenue levels could decline. 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 this software.

CHANGES IN GOVERNMENT REGULATION COULD DECREASE OUR REVENUES AND INCREASE OUR
COSTS

Laws and regulations directly applicable to Internet communications,
commerce and advertising are becoming more prevalent, and new laws and
regulations are under consideration by the United States Congress and state
legislatures. Any legislation enacted or restrictions arising from current or
future government investigations or policy could dampen the growth in use of the
Internet generally and decrease the acceptance of the Internet 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 has 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

<PAGE>
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 materially and
adversely affected by the adoption or modification of laws or regulations
relating to the Internet.

CHANGES IN LAWS AND STANDARDS RELATING TO DATA COLLECTION AND USE PRACTICES AND
THE PRIVACY OF INTERNET USERS AND OTHER INDIVIDUALS COULD HARM OUR BUSINESS

The U.S. federal and various state governments have recently proposed
limitations on the collection and use of information regarding Internet users.
In October 1998, the European Union adopted a directive that may limit our
collection and use of information regarding Internet users in Europe. At this
stage, our DART technology targets advertising to users through the use of
'cookies' and other non-personally-identifying information, with the exception
of advertising delivered to German Web sites where we do not currently deposit
cookies. We are developing new capabilities that would permit our DART
technology to target users through the use of personally identifiable
information collected with prior notice and the opportunity for a user to opt-
out of such targeting and collection. The effectiveness of our DART technology
could be limited by any regulation limiting the collection or use of information
regarding Internet users. Since many of the proposed laws or regulations are
just being developed, we cannot yet determine the impact these regulations may
have on our business.

In addition, growing public concern about privacy and the collection,
distribution and use of information about individuals has led to self-regulation
of these practices by the direct marketing industry and to increased federal and
state regulation. The Direct Marketing Association, or DMA, the leading trade
association of direct marketers, has adopted guidelines regarding the fair use
of this information which it recommends participants, such as us, through
DoubleClick Data Services, in the direct marketing industry follow. We are also
subject to various federal and state regulations concerning the collection,
distribution and use of information regarding individuals. These laws include
the Federal Drivers Privacy Protection Act of 1994 and state laws which limit or
preclude the use of voter registration and drivers license information, as well
as laws which govern the collection and release of consumer credit information.
Although our compliance with the DMA's guidelines and applicable federal and
state laws and regulations has not had a material adverse effect on us, we
cannot assure you that the DMA will not adopt additional, more burdensome
guidelines or that additional, more burdensome federal or state laws or
regulations, including antitrust and consumer privacy laws, will not be enacted
or applied to us or our clients, which could materially and adversely affect the
business, financial condition and results of operations of DoubleClick Data
Services.

CHANGING REQUIREMENTS FOR FAIR INFORMATION COLLECTION PRACTICES AND POTENTIALLY
HEIGHTENED SCRUTINY OF OUR PRODUCTS OR SERVICES COULD REQUIRE OR CAUSE ADVERSE
CHANGES IN THE WAY WE CONDUCT OR PLAN TO CONDUCT OUR BUSINESS

There has been public debate about how fair information collection practices
should be formulated for the online and offline collection, distribution and use
of information about a consumer. Some of the discussion has focused on the fair
information collection practices that should apply when information about an
individual that is collected in the offline environment is associated with
information that is collected over the Internet about that individual. Following
our announcement of the Abacus merger, we have seen a heightened public
discussion and speculation about the information collection practices that will
be employed in the industry generally, and specifically by us. We have publicly
committed that no personally identifiable offline information about a consumer
will be associated with online information about that consumer for the delivery
of personally-targeted Internet advertising until there is agreement on
standards between industry and the U.S. government. We are working with industry
groups such as the Network Advertising Initiative and the Online Privacy
Alliance, to establish such standards with the U.S. government. We cannot assure
you that we will be successful in establishing industry standards acceptable to
the U.S. government, or that the standards we establish will not require
material changes to our business plans. We also cannot assure you that our
business plans, or

<PAGE>
any U.S. industry standards that are established, will either be acceptable to
any non-U.S. government or conform to foreign legal and business practices. As a
consequence of governmental legislation or regulation or enforcement efforts or
evolving standards of fair legislation or regulation or enforcement efforts or
evolving standards of fair information collection practices, we may be required
to make changes to our products or services in ways that could diminish the
effectiveness of the product or service or its attractiveness to potential
customers. In addition, given the heightened public discussion about consumer
online privacy, we cannot assure you that our products and business practices
will gain market acceptance, even if they do conform to industry standards.
Separately, computer users may also use software designed to filter or prevent
the delivery of advertising to their computers. We cannot assure you that the
number of computer users who employ filtering software will not increase. In the
case that one or more of these scenarios occur, our business, financial
condition and results of operations could be materially and adversely affected.

OUR BUSINESS MAY SUFFER IF THE WEB INFRASTRUCTURE IS UNABLE TO EFFECTIVELY
SUPPORT THE GROWTH IN DEMAND PLACED ON IT

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. These outages and delays could
impact the Web sites of Web publishers using our solutions and the level of user
traffic on Web sites on our DoubleClick networks.

DOUBLECLICK DATA SERVICES IS DEPENDENT ON THE SUCCESS OF THE DIRECT MARKETING
INDUSTRY FOR ITS FUTURE SUCCESS

The future success of DoubleClick Data Services is dependent in large part
on the continued demand for our services from the direct marketing industry,
including the catalog industry, as well as the continued willingness of catalog
operators to contribute their data to us. Most of our DoubleClick Data Services
clients are large consumer merchandise catalogs operators in the United States.
A significant downturn in the direct marketing industry generally, including the
catalog industry, or withdrawal by a substantial number of catalogs operators
from the Abacus Alliance, would have a material adverse effect on our business,
financial condition and results of operations. Many industry experts predict
that electronic commerce, including the purchase of merchandise and the exchange
of information via the Internet or other media, will increase significantly in
the future. To the extent this increase occurs, companies which now rely on
catalogs or other direct marketing avenues to market their products may
reallocate resources toward these new direct marketing channels and away from
catalog-related marketing or other direct marketing avenues, which could
adversely affect demand for our data services. In addition, the effectiveness of
direct mail as a marketing tool may decrease as a result of consumer saturation
and increased consumer resistance to direct mail in general.

INCREASES IN POSTAL RATES AND PAPER PRICES COULD HARM DOUBLECLICK DATA SERVICES

The direct marketing activities of our Abacus Alliance clients are adversely
affected by postal rate increases, especially increases that are imposed without
sufficient advance notice to allow adjustments to be made to marketing budgets.
Higher postal rates may result in fewer mailings of direct marketing materials,
with a corresponding decline in the need for some of the direct marketing
services offered by us. Increased postal rates can also lead to pressure from
our clients to reduce our prices for our services in order to offset any postal
rate increase. Higher paper prices may also cause catalog companies to conduct
fewer or smaller mailings which could

<PAGE>
cause a corresponding decline in the need for our services. Our clients may
aggressively seek price reductions for our services to offset any increased
materials cost. Any of these occurrences could materially and adversely affect
the business, financial condition and results of operations of our Abacus
business.

RISKS RELATED TO THIS OFFERING

OUR STOCK PRICE MAY EXPERIENCE EXTREME PRICE AND VOLUME FLUCTUATIONS

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 purchase price.

IF OUR STOCK PRICE IS VOLATILE, WE MAY BECOME SUBJECT TO SECURITIES LITIGATION
WHICH IS EXPENSIVE AND COULD RESULT IN A DIVERSION OF RESOURCES

In the past, following periods of volatility in the market price of a
particular company's securities, securities class action litigation has often
been brought against that company. Many companies in our industry have been
subject to this type of litigation in the past. We may also become involved in
this type of litigation. Litigation is often expensive and diverts management's
attention and resources, which could materially and adversely affect our
business, financial condition and results of operations.

FUTURE SALES OF OUR COMMON STOCK MAY AFFECT THE MARKET PRICE OF OUR COMMON STOCK

As of March 31, 2000, we had 122,290,205 shares of common stock outstanding,
excluding 22,680,809 shares subject to options outstanding as of such date under
our stock option plans that are exercisable at prices ranging from $0.03 to
$184.35 per share. We cannot predict the effect, if any, that future sales of
common stock or the availability of shares of common stock for future sale, will
have on the market price of common stock prevailing from time to time. Certain
holders of our common stock have registration rights with respect to their
shares. After the consummation of this offering, we intend to file one or more
registration statements in compliance with these registration rights. Sales of
substantial amounts of common stock (including shares included in such
registration statements, issued upon the exercise of stock options or issued
upon the conversion of our Convertible Subordinated Notes), or the perception
that such sales could occur, may materially and adversely affect prevailing
market prices for common stock.

EFFECTS OF ANTI-TAKEOVER PROVISIONS COULD INHIBIT THE ACQUISITION OF OUR COMPANY

Some of the provisions of our certificate of incorporation, our by-laws and
Delaware law could, together or separately:

discourage potential acquisition proposals;

delay or prevent a change in control;

impede the ability of our stockholders to change the composition of our
board of directors in any one year; and

limit the price that investors might be willing to pay in the future for
shares of our common stock.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. The forward-looking
statements are principally contained in the sections on 'DoubleClick Inc.' and
'Risk Factors.'

In some cases, you can identify forward-looking statements by terms such as
'may,' 'will,' 'should,' 'could,' 'would,' 'expects,' 'plans,' 'anticipates,'
'believes,' 'estimates,' 'projects,' 'predicts,' 'potential' or 'continue' or
the negative of those forms or other comparable terms. Our forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements to be materially
different from any

<PAGE>
future results, performances or achievements expressed or implied by the
forward-looking statements. These factors are discussed in more detail elsewhere
in this prospectus, including under the captions 'DoubleClick Inc.' and 'Risk
Factors.' Because of these uncertainties, you should not place undue reliance on
our forward-looking statements. We do not intend to update any of these factors
or to publicly announce the result of any revisions to any of our forward-
looking statements contained herein, whether as a result of new information,
future events or otherwise.

USE OF PROCEEDS

All of the shares of our common stock are being sold by the selling
stockholders. We will not receive any proceeds from the sale of the shares of
our common stock.

DILUTION

None of the shares offered hereby are being sold by DoubleClick. Therefore,
there will be no dilution in the net tangible book value per share as a result
of the sale of the shares offered hereby.

<PAGE>
PLAN OF DISTRIBUTION

We are registering all 188,768 shares (the 'Shares') on behalf of certain
Selling Stockholders. All of the shares originally were issued by us in
connection with our acquisition of DoubleClick Scandinavia AB. We will receive
no proceeds from this offering. The Selling Stockholders named in the table
below or pledgees, donees, transferees or other successors-in-interest selling
shares received from a named Selling Stockholder as a gift, partnership
distribution or other non-sale related transfer after the date of this
prospectus (collectively, the 'Selling Stockholders') may sell the shares from
time to time. The Selling Stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. The sales
may be made on one or more exchanges or in the over-the-counter market or
otherwise, at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The Selling
Stockholders may effect such transactions by selling the shares to or through
broker-dealers. The shares may be sold by one or more of, or a combination of,
the following:

a block trade in which the broker-dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction,

purchases by a broker-dealer as principal and resale by such broker-dealer
for its account pursuant to this prospectus,

an exchange distribution in accordance with the rules of such exchange,

ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and

in privately negotiated transactions.

To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. In effecting sales,
broker-dealers engaged by the Selling Stockholders may arrange for other
broker-dealers to participate in the resales.

The Selling Stockholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with Selling Stockholders. The
Selling Stockholders also may sell shares short and redeliver the shares to
close out such short positions. The Selling Stockholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The Selling Stockholders also
may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the
shares so loaned, or upon a default the broker-dealer may sell the pledged
shares pursuant to this prospectus.

Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholders. Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell as principals, or both.
Compensation as to a particular broker-dealer might be in excess of customary
commissions and will be in amounts to be negotiated in connection with the sale.
Broker-dealers or agents and any other participating broker-dealers or the
Selling Stockholders may be deemed to be 'underwriters' within the meaning of
Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. Because Selling
Stockholders may be deemed to be 'underwriters' within the meaning of
Section 2(11) of the Securities Act, the Selling Stockholders will be subject to
the prospectus delivery requirements of the Securities Act. In addition, any
securities covered by this prospectus which qualify for sale pursuant to
Rule 144 promulgated under the Securities Act may be sold under Rule 144 rather
than pursuant to this prospectus. The Selling Stockholders have advised us that
they have not entered into any agreements, understandings or arrangements with
any underwriters or broker-

<PAGE>
dealers regarding the sale of their securities. There is no underwriter or
coordinating broker acting in connection with the proposed sale of shares by
Selling Stockholders.

The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the shares may not simultaneously engage in
market making activities with respect to our common stock for a period of two
business days prior to the commencement of such distribution. In addition, each
Selling Stockholder will be subject to applicable provisions of the Exchange Act
and the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchases and sales of
shares of our common stock by the Selling Stockholders. We will make copies of
this prospectus available to the Selling Stockholders and have informed them of
the need for delivery of copies of this prospectus to purchasers at or prior to
the time of any sale of the shares.

We will file a supplement to this prospectus, if required, pursuant to
Rule 424(b) under the Securities Act upon being notified by a Selling
Stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer. Such supplement will disclose:

the name of each such Selling Stockholder and of the participating
broker-dealer(s),

the number of shares involved,

the price at which such shares were sold,

the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,

that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus, and

other facts material to the transaction.

We will be permitted to suspend the use of the prospectus which is a part of
the shelf registration statement for a period not to exceed 30 days in any
three-month period or for three periods not to exceed an aggregate of 45 days in
any six-month period under certain circumstances relating to pending corporate
developments, public filings with the Commission and similar events.

We will bear all costs, expenses and fees in connection with the
registration of the shares. The Selling Stockholders will bear all commissions
and discounts, if any, attributable to the sales of the shares. The Selling
Stockholders may agree to indemnify certain persons, including broker-dealers
and agents, against certain liabilities in connection with the offering of the
shares, including liabilities arising under the Securities Act.

SELLING STOCKHOLDERS

The following table sets forth the number of shares owned by each of the
Selling Stockholders. Except as disclosed below, none of the Selling
Stockholders has had a material relationship with us within the past three years
other than as a result of the ownership of the shares or our other securities.
No estimate can be given as to the amount of shares that will be held by the
Selling Stockholders after completion of this offering because the Selling
Stockholders may offer all or some of the shares and because there currently are
no agreements, arrangements or understandings with respect to the sale of any of
the shares. The shares offered by this prospectus may be offered from time to
time by the Selling Stockholders named below during the period commencing on the
date of this prospectus and ending on December 31, 2000.

<PAGE>
The Selling Stockholders named below provided us the information contained
in the following table with respect to themselves and the respective amount of
common stock beneficially owned by them and which may be sold by each of them
under this prospectus. We have not independently verified this information. Each
of the Selling Stockholders owns less than 1% of our outstanding shares of
Common Stock.

The shares offered by this prospectus may be offered for sale from time to
time by the Selling Stockholders named below.

<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY REGISTERED FOR
NAME OWNED SALE HEREBY
---- ----- -----------
<S> <C> <C>
Goran Arvinius(1)................................ 2,719(7) 1,053
Lars Hallen(2)................................... 22,504(8) 6,099
Ola Heffler(3)................................... 930(9) 208
Joakim Antelius(4)............................... 769(10) 208
Thomas Munck(5).................................. 1,330(11) 208
Mats Sundstrom(6)................................ 68,502 12,100
Nordic IT Provider BV............................ 112,915 19,945
Leader Industries Ltd............................ 28,409 4,453
Sandridge Services Ltd........................... 15,296 11,548
Bo Alexandersson................................. 6,849 1,073
Ledstiernan Business Development Ltd............. 28,155 4,973
Ledstiernan BV................................... 40,422 7,140
Ledstiernan Investment........................... 28,155 4,973
Karl Stockman.................................... 96,806 17,100
Thomas Rosen..................................... 28,155 4,973
Bryson Investments Ltd........................... 96,881 17,113
Adrimner......................................... 2,219 2,219
Minvest.......................................... 11,824 2,088
Linus Marmstedt.................................. 977 261
Ven Capital...................................... 66,508 11,748
Staffan Liljeqvist............................... 1,625 287
Nils Lundgren.................................... 296 296
Carama Invest AB................................. 444 78
Fredrik Ladin.................................... 3,326 588
Mats Nilsson..................................... 5,913 1,045
Hipshot AB....................................... 5,913 1,045
Magnus Hedman.................................... 3,326 588
Anders Nohrborg.................................. 2,956 522
Per Sanda........................................ 588 588
Billy Gustavsson................................. 296 52
Henrik Hedman.................................... 748 326
Simon Gustavsson................................. 444 78
Lars Fromm....................................... 296 52
Michael Mattsson................................. 591 105
Henrik Ingvarsson................................ 1,477 261
Aso Ingenjorsfortbilding......................... 4,434 784
Pia Bjorkman..................................... 148 26
Carl Palmstierna................................. 22,168 3,916
Barbro Mattson................................... 444 78
ANS Ltd.......................................... 11,084 1,958
Oskar Lindstrom.................................. 1,477 261
Richard Bage..................................... 739 131
Lars Hammar...................................... 148 26
</TABLE>

(continued on next page)

<PAGE>
(continued from previous page)

<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY REGISTERED FOR
NAME OWNED SALE HEREBY
---- ----- -----------
<S> <C> <C>
Cantrade Private Bank............................ 2,956 2,956
Anthony Saliba................................... 2,218 2,218
Ragnar Mostrom Dodsbo............................ 148 26
Petter Martensson................................ 148 26
Gustav Ode....................................... 296 52
Celsia S.A....................................... 27,209 5,049
Royal Skandia Life Insurance..................... 11,824 11,824
Claes Goran Rangstad............................. 148 26
Morgan Stanley Dean Witter Equity Funding,
Inc............................................ 69,357 23,779
Advokatbyran Vinge............................... 238 238
-------
Total........................................ 188,768
-------
-------
</TABLE>

---------

(1) This stockholder is currently a managing director of DoubleClick
Scandinavia.

(2) This stockholder is currently a sales director of DoubleClick Scandinavia.

(3) This stockholder is currently a managing director of DoubleClick Sweden.

(4) This stockholder is currently a sales manager of DoubleClick Sweden.

(5) This stockholder is currently a sales manager of DoubleClick Sweden.

(6) This stockholder was the chairman of DoubleClick Scandinavia until
December 31, 1999.

(7) Excludes options to purchase 15,000 shares of our common stock not
exercisable within 60 days of June 20, 2000.

(8) Excludes options to purchase 15,000 shares of our common stock not
exercisable within 60 days of June 20, 2000.

(9) Excludes options to purchase 15,000 shares of our common stock not
exercisable within 60 days of June 20, 2000.

(10) Excludes options to purchase 4,000 shares of our common stock not
exercisable within 60 days of June 20, 2000.

(11) Excludes options to purchase 4,000 shares of our common stock not
exercisable within 60 days of June 20, 2000.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
public reference facilities of the SEC located at 450 Fifth Street, N.W.,
Washington D.C. 20549. You may obtain information on the operation of the SEC's
public reference facilities by calling the SEC at 1-800-SEC-0330. You can also
access copies of such material electronically on the SEC's home page on the
World Wide Web at http://www.sec.gov. Reports, proxy statements and other
information concerning us are also available for inspection at the National
Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C.
20006.

<PAGE>
INCORPORATION BY REFERENCE

This prospectus is part of a registration statement (Registration No.
333-31826) we filed with the SEC. The SEC permits us to 'incorporate by
reference' the information that we file with them, which means that we can
disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and information that we file with the SEC after the date of this
prospectus will automatically update and supercede this information. We
incorporate by reference the documents listed below filed by us with the SEC. We
also incorporate by reference any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this prospectus until the termination of this
offering.

1. Our Annual Report on Form 10-K for the fiscal year ended December 31,
1999.

2. The description of our common stock which is contained in its
Registration Statement on Form 8-A filed under the Exchange Act on
December 1, 1998, including any amendment or reports filed for the
purpose of updating such description.

3. Our Quarterly Report on Form 10-Q, filed with the SEC on May 12, 2000.

4. Our Current Report on Form 8-K/A, filed with the SEC on January 10,
2000, which amended our Current Report on Form 8-K, filed with the SEC
on November 10, 1999.

5. Our Current Report on Form 8-K/A, filed with the SEC on January 10,
2000, which amended our Current Report on Form 8-K, filed with the SEC
on December 8, 1999.

6. Our Current Report on Form 8-K, filed with the SEC on January 13, 2000.

7. Our Current Report on Form 8-K, filed with the SEC on January 27, 2000.

8. Our Current Report on Form 8-K, filed with the SEC on January 27, 2000.

9. Our Current Report on Form 8-K, filed with the SEC on February 16, 2000.

10. Our Current Report on Form 8-K/A, filed with the SEC on March 10, 2000,
which amended our Current Report on Form 8-K, filed with the SEC on
January 13, 2000.

11. Our Current Report on Form 8-K, filed with the SEC on March 17, 2000.

12. Our Current Report on Form 8-K, filed with the SEC on June 26, 2000.

If you request, either in writing or orally, a copy of any or all of the
documents incorporated by reference, we will send to you the copies requested at
no charge. However, we will not send exhibits to such documents unless such
exhibits are specifically incorporated by reference in such documents. You
should direct requests for such copies to: Elizabeth Wang, Esq., Assistant
Secretary, DoubleClick Inc., 450 West 33rd Street, New York, New York 10001,
(212) 683-0001.

LEGAL MATTERS

The validity of the securities offered under this registration statement
will be passed upon for us by Brobeck, Phleger & Harrison LLP, New York, New
York.

EXPERTS

The audited financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31,
1999, except as they relate to NetGravity, Inc. as of December 31, 1998, and for
the years ended December 31, 1998 and 1997 have been audited by
PricewaterhouseCoopers LLP, independent accountants, and insofar as they relate
to NetGravity, Inc. as of December 31, 1998, and for the years ended
December 31, 1998 and 1997, have been audited by KPMG LLP, independent
accountants. Such financial statements have been so incorporated in reliance on
the reports of such independent accountants given on the authority of such firms
as experts in auditing and accounting.

<PAGE>
____________________________________ ____________________________________

We have not authorized any person to make a statement that differs from what
is in this prospectus. If any person does make a statement that differs from
what is in this prospectus, you should not rely on it. This prospectus is not an
offer to sell, nor is it seeking an offer to buy, these securities in any state
in which the offer or sale is not permitted. The information in this prospectus
is complete and accurate as of its date, but the information may change after
that date.
-------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DoubleClick Inc............................................. 2
Risk Factors................................................ 3
Information Regarding Forward-Looking Statements............ 16
Use of Proceeds............................................. 17
Dilution.................................................... 17
Plan of Distribution........................................ 18
Selling Stockholders........................................ 19
Where You Can Find More Information......................... 21
Incorporation by Reference.................................. 22
Legal Matters............................................... 22
Experts..................................................... 22
</TABLE>

[DOUBLECLICK LOGO]

188,768 Shares
of Common Stock

--------------------
PROSPECTUS
--------------------

, 2000

____________________________________ ____________________________________

<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses to be incurred by us
in connection with the sale of the common stock being registered hereby. All
amounts are estimates except the SEC Registration Fee. All the expenses of this
offering will be borne by us:

<TABLE>
<CAPTION>
AMOUNT
------
<S> <C>
SEC Registration Fee........................................ $ 1,903.19
Legal Fees and Expenses..................................... 10,000.00
Accounting Fees and Expenses................................ 5,000.00
Printing Fees............................................... 20,000.00
Miscellaneous............................................... 13,096.81
----------
Total................................................... $50,000.00
----------
----------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Certificate of Incorporation (the 'Certificate') provides that, except
to the extent prohibited by the Delaware General Corporation Law (the 'DGCL'),
our directors shall not be personally liable to the registrant or its
stockholders for monetary damages for any breach of fiduciary duty as directors
of the registrant. Under the DGCL, the directors have a fiduciary duty to the
registrant which is eliminated by this provision of the Certificate and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available. In addition, each director will
continue to be subject to liability under the DGCL for breach of the director's
duty of loyalty to the registrant, for acts or omissions which are found by a
court of competent jurisdiction to be not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are prohibited by DGCL. This provision
also does not affect the directors' responsibilities under any other laws, such
as the federal securities laws or state or federal environmental laws. We have
obtained liability insurance for its officers and directors.

Section 145 of the DGCL empowers a corporation to indemnify its directors
and officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers, provided that this provision
shall not eliminate or limit the liability of the director: (i) for any breach
of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) arising under Section 174 of the
DGCL or (iv) for any transaction from which the director derived an improper
personal benefit. The DGCL provides further that the indemnification permitted
thereunder shall not be deemed exclusive of any other rights to which the
directors and officers may be entitled under the corporation's certificate of
incorporation or by-laws, any agreement, a vote of stockholders or otherwise.
The Certificate eliminates the personal liability of directors to the fullest
extent permitted by Section 102(b)(7) of the DGCL and provide, as do our
by-laws, that the registrant shall fully indemnify any person who was or is a
party or is threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person is or was our director or
officer or the director or officer of any predecessor corporation, or is or was
serving at our request as a director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding.

II-1

<PAGE>
ITEM 16. EXHIBITS

The following is a list of Exhibits filed as part of the Registration
Statement:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
4 Specimen Common Stock Certificate (Incorporated by reference
to Exhibit 4.1 of Registrant's Registration Statement on
Form S-1 ('Registration Statement 333-42323')).
5 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Brobeck, Phleger & Harrison, included in Exhibit
5.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of KPMG LLP.
24 Power of Attorney, included in signature page.
</TABLE>

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the 'Calculation of
Registration Fee' table in the effective registration statement.

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the provisions described in Item 15 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933, as amended, and is, therefore, unenforceable. If
a claim for indemnification against such liabilities (other than payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of

II-2

<PAGE>
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(d) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

II-3

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in The City of New York, State of New York, on this 30th day of June,
2000.

DOUBLECLICK INC.

By: /s/ Kevin J. O'Connor
..................................

POWER OF ATTORNEY

We, the undersigned directors and/or officers of DoubleClick Inc. (the
'Company'), hereby severally constitute and appoint Kevin J. O'Connor, Chief
Executive Officer, and Stephen R. Collins, Chief Financial Officer, and each of
them individually, with full powers of substitution and resubstitution, our true
and lawful attorneys, with full powers to them and each of them to sign for us,
in our names and in the capacities indicated below, the Registration Statement
on Form S-3 filed with the Securities and Exchange Commission, and any and all
amendments to said Registration Statement (including post-effective amendments),
and any registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, in connection with the registration under
the Securities Act of 1933, as amended, of equity securities of the Company, and
to file or cause to be filed the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as each of them might
or could do in person, and hereby ratifying and confirming all that said
attorneys, and each of them, or their substitute or substitutes, shall do or
cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 30, 2000:

<TABLE>
<CAPTION>
SIGNATURE TITLE(S)
--------- --------
<C> <S>
/s/ Kevin J. O'Connor Chief Executive Officer and Chairman of the Board of
......................................... Directors (Principal Executive Officer)
Kevin J. O'Connor

/s/ Stephen R. Collins Chief Financial Officer (Principal Financial and
......................................... Accounting Officer)
Stephen R. Collins

/s/ Dwight A. Merriman Chief Technology Officer and Director
.........................................
Dwight A. Merriman

/s/ David N. Strohm Director
.........................................
David N. Strohm

/s/ Mark E. Nunnelly Director
.........................................
Mark E. Nunnelly

/s/ W. Grant Gregory Director
.........................................
W. Grant Gregory

/s/ Donald Peppers Director
.........................................
Donald Peppers

/s/ Thomas S. Murphy Director
.........................................
Thomas S. Murphy
</TABLE>

II-4

<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<C> <S>
4 -- Specimen Common Stock Certificate (Incorporated by
reference to Exhibit 4.1 of Registration Statement No.
333-42323).
5 -- Opinion of Brobeck, Phleger & Harrison LLP.
23.1 -- Consent of Brobeck, Phleger & Harrison, included in
Exhibit 5.
23.2 -- Consent of PricewaterhouseCoopers LLP.
23.3 -- Consent of KPMG LLP.
24 -- Power of Attorney, included in signature page.
</TABLE>