CONNECT INC
10-Q, 1999-05-14
PREPACKAGED SOFTWARE
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                                  UNITED STATES
                        SECURITIES & EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

                                    FORM 10-Q

(Mark One)

  X     Quarterly report pursuant to Section 13 or 15(d) of the Securities
- ----    Exchange Act of 1934. For the quarterly period ended March 31, 1999

        Transition report pursuant to Section 13 or 15(d) of the Securities 
- ----    Exchange Act of 1934.  For the transition period from _____________
        to _____________.

                      Commission File Number 000-20873

                                CONNECT, INC.
           (Exact name of registrant as specified in its charter)
         Delaware                                           77-0431045
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                        Identification Number)

                              515 Ellis Street
                    Mountain View, California  94043-2242
            (Address of principal executive offices)  (Zip code)

                               (650) 254-4000
            (Registrant's telephone number, including area code)

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

As of April 30, 1999 there were 14,818,589 shares of the Registrant's Common
Stock outstanding.


<PAGE>










                              CONNECT, INC.

                              TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

          ITEM 1.   Financial Statements (Unaudited)

               Condensed Balance Sheets as of
               March 31, 1999 and December 31, 1998

               Condensed Statements of Operations for the three months
               ended March 31, 1999 and 1998

               Condensed Statements of Cash Flows for the
               three months ended March 31, 1999 and 1998

               Notes to Condensed Financial Statements

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

PART II - OTHER INFORMATION

          ITEM 1.   Legal Proceedings

          ITEM 2    Changes in Securities and Use of Proceeds

          ITEM 3    Defaults Upon Senior Securities

          ITEM 4.   Submission of Matters to Vote of Security Holders

          ITEM 5.   Other Information

          ITEM 6.   Exhibits and Reports on Form 8-K

SIGNATURES

<PAGE>

















                                  PART I
ITEM 1.  FINANCIAL STATEMENTS

                                 CONNECT, INC.

                            CONDENSED BALANCE SHEETS
                        (in thousands, except share data)

<TABLE>
<CAPTION>
                                                        March 31,   December 31,
                                                         1999          1998
                                                      ------------  ------------
                                                      (Unaudited)
<S>                                                   <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents...........................     $6,707        $3,965
  Accounts receivable, less allowances for doubtful
    accounts of $111, at March 31, 1999 and
    $162 at December 31, 1998.........................      1,412           613
  Prepaid expenses and other current assets...........        247           212
                                                      ------------  ------------
Total current assets..................................      8,366         4,790
Property and equipment, net...........................        569           609
Deposits and other assets.............................         47            54
                                                      ------------  ------------
        Total assets..................................     $8,982        $5,453
                                                      ============  ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Notes payable.......................................       $709          $834
  Accounts payable....................................        838           707
  Accrued payroll and related expenses................        170           167
  Other accrued liabilities...........................        578           857
  Deferred revenue....................................         74           415
  Current portion of extended vendor liabilities......        192           282
                                                      ------------  ------------
Total current liabilities.............................      2,561         3,262

Notes payable.........................................        192           245

Commitments and contingencies

Stockholders' equity:
  Preferred Stock:
    Authorized shares--35,000,000.  Issued and
    outstanding shares--none..........................        --            --
  Common Stock: $.001 par value.  Authorized
    shares--60,000,000. Issued and outstanding
    shares--14,796,675 at March 31, 1999
    and 13,213,801 at December 31, 1998...............         15            13
  Additional paid-in capital..........................     75,450        71,454
  Deferred compensation...............................        (49)          (60)
  Accumulated deficit.................................    (69,187)      (69,461)
                                                      ------------  ------------
Total stockholders' equity............................      6,229         1,946
                                                      ------------  ------------
Total liabilities and stockholders' equity............     $8,982        $5,453
                                                      ============  ============
</TABLE>
                      See accompanying notes.
<PAGE>

















































                                 CONNECT, INC.
                      CONDENSED STATEMENTS OF OPERATIONS
                      (in thousands, except share data)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                         Three Months Ended
                                             March 31,
                                        -------------------
                                          1999      1998
                                        --------- ---------
<S>                                     <C>       <C>
Revenue:
  License.............................      $675    $1,025
  Service.............................     1,351     1,227
                                        --------- ---------
    Total revenue.....................     2,026     2,252
                                        --------- ---------
Cost of revenue:
  License.............................        60       178
  Service.............................       843     1,402
                                        --------- ---------
    Total cost of revenue.............       903     1,580
                                        --------- ---------
    Gross profit......................     1,123       672
                                        --------- ---------
Operating expenses:
  Research and development............       221     1,311
  Sales and marketing.................        35     1,440
  General and administrative..........       667       796

                                        --------- ---------
    Total operating expenses..........       923     3,547
                                        --------- ---------
Income (loss) from operations.........       200    (2,875)
Interest expense......................       (32)     (222)
Interest and other income, net........       106       147
                                        --------- ---------
Income (loss) before income taxes.....       274    (2,950)
Provision (benefit) for income taxes..       --        --
                                        --------- ---------
Net income (loss).....................      $274   ($2,950)
                                        ========= =========
Basic and diluted net income 
  (loss) per share....................     $0.02    ($0.73)
                                        ========= =========

Shares used to compute net income
  (loss) per share - basic............    14,398     3,987
                                        ========= =========
Shares used to compute net income
  (loss) per share - diluted..........    15,894     3,987
                                        ========= =========
</TABLE>
                          See accompanying notes.
<PAGE>
                                 CONNECT, INC.
                      CONDENSED STATEMENTS OF CASH FLOWS
                                (in thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                               March 31,
                                                          --------------------
                                                            1999       1998
                                                          ---------  ---------
<S>                                                       <C>        <C>
Operating activities:
Net income (loss)........................................     $274    ($2,950)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
   Depreciation and amortization.........................      123        426
   Amortization of deferred compensation.................       11         11
   Changes in operating assets and liabilities:
     Accounts receivable.................................     (799)       498
     Prepaid expenses and other current assets...........      (35)       181
     Other assets........................................        7         12
     Accounts payable, accrued payroll and related
     expenses, other accrued liabilities, and
     extended vendor liabilities.........................     (235)       (55)
     Deferred revenue....................................     (341)       262
                                                          ---------  ---------
   Net cash used in operating activities.................     (995)    (1,615)
                                                          ---------  ---------
Investing activities:
Purchases of property and equipment......................      (83)      (183)
                                                          ---------  ---------
   Net cash used in investing activities.................      (83)      (183)
                                                          ---------  ---------
Financing activities:
Proceeds from issuance of common stock...................    3,999         --
Cost associated with issuance of convertible
  preferred stock........................................       --       (133)
Repayment of principal on notes payable..................     (179)      (141)
                                                          ---------  ---------
   Net cash provided (used) by financing activities......    3,820       (274)
                                                          ---------  ---------
Net increase (decrease) in cash and cash equivalents.....    2,742     (2,072)
Cash and cash equivalents at beginning of period.........    3,965      9,644
                                                          ---------  ---------
   Cash and cash equivalents at end of period............   $6,707     $7,572
                                                          =========  =========
Supplemental disclosure of cash flow information
Cash paid for interest...................................      $32       $222
Cash paid for income taxes...............................       $2         --

Supplemental noncash financing information
Conversion of convertible notes into preferred
 stock and common stock..................................       --     $9,654
                                                          =========  =========
</TABLE>
                           See accompanying notes.
<PAGE>






















































                                 CONNECT, INC.
                    NOTES TO CONDENSED FINANCIAL STATEMENTS


1) THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

  The accompanying unaudited condensed financial statements have been 
prepared in accordance with generally accepted accounting principles for 
interim financial information and with instructions to Form 10-Q and 
Article 10 of Regulation S-X.  Accordingly, they do not include all of 
the information and footnotes required by generally accepted accounting 
principles for complete financial statements.  In the opinion of 
management, all adjustments (consisting of normal recurring accruals) 
considered necessary for a fair presentation have been included.  The 
financial information should be read in conjunction with the financial 
statements and notes thereto included in CONNECT, Inc.'s ("CONNECT" or 
the "Company") Annual Report on Form 10-K for the fiscal year ended 
December 31, 1998, as amended (the "Annual Report").  The results of 
operations for the three months ended March 31, 1999 are not necessarily 
indicative of the results that may be expected for the full fiscal year 
or for any future periods.  Certain prior year amounts previously 
reported have been reclassified to conform to 1999 presentation.
































2) NET INCOME (LOSS) PER SHARE

  Basic and diluted net earnings per share is based on the weighted 
average number of shares of Common stock outstanding during the period 
presented, in accordance with Statement of Financial Accounting Standards 
No. 128 (earnings per share). The following table sets forth the 
calculations underlying the Company's basic and diluted net income (loss) 
per share for the periods presented.

<TABLE>
<CAPTION>
                                         Three Months Ended
                                             March 31,
(in thousands, except per               -------------------
share data; Unaudited)                    1999      1998
                                        --------- ---------
<S>                                     <C>       <C>
BASIC NET INCOME (LOSS) PER SHARE:
  Net income loss.......................    $274   ($2,950)
                                        ========= =========
  Weighted average number of common
    shares outstanding during the
    period..............................  14,398     3,987
                                        ========= =========

  Basic net income (loss) per share.....   $0.02    ($0.73)
                                        ========= =========

DILUTED NET INCOME (LOSS) PER SHARE:
  Net income loss.......................    $274   ($2,950)
                                        ========= =========

  Weighted average number of common
    shares outstanding during the
    period..............................  14,398     3,987

  Shares issuable from assumed
    exercise of options.................   1,586       --
                                        --------- ---------
Total shares for purpose of
   calculating diluted net income
   (loss) per share.....................  15,984     3,987
                                        ========= =========

  Diluted net income (loss) per share...   $0.02    ($0.73)
                                        ========= =========
</TABLE>


3) PRIVATE PLACEMENT

  On January 22, 1999, the Company completed a private placement of 1,538,462
shares of common stock at $2.60 per share.  The Company received net proceeds
of approximately $4.0 million.

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

  This report contains, in addition to historical information, forward-
looking statements within the meaning of Section 27A of the Securities 
Act of 1933, as amended, and Section 21E of the Securities Exchange Act 
of 1934, as amended, that involve risks and uncertainties.  The Company's 
actual results could differ materially from the results discussed in the 
forward-looking statements.  Factors that could cause or contribute to 
such differences include, but are not limited to, those discussed under 
the caption, "Risk Factors" in the Annual Report, as well as the risks 
discussed elsewhere in this Quarterly Report.  In particular, such 
factors include: the Company's ability to implement and execute its 
revised business model focused on software services; acceptance by the 
marketplace of the Company's services; the Company's ability to implement 
its revised business model with its existing cash resources; the 
Company's ability to obtain additional capital on terms favorable to the 
Company, or at all; the Company's ability to offer new services to meet 
market demand or that incorporate evolving industry standards; the 
Company's ability to compete effectively; acceptance of the Internet as a 
medium for electronic commerce and order management; the Company's 
dependence on the Internet infrastructure; and the Company's dependence 
on certain third party software and services vendors. Readers are 
cautioned not to place undue reliance on these forward-looking 
statements, which may be made to reflect events or circumstances after 
the date hereof or to reflect the occurrence of unanticipated events.  
Readers should carefully review the risk factors described in other 
documents the Company files from time to time with the Securities and 
Exchange Commission, including, the Annual Report on Form 10-K, the 
Quarterly Reports on Form 10-Q, and any Current Reports on Form 8-K filed 
by the Company.

OVERVIEW

    The Company provides integration solutions to enable its customers to 
engage in Internet-based electronic commerce and extend their businesses 
through the emerging network supply chain.  The Company's MarketStream 
software applications and Web time-driven professional services are 
designed to enable corporations to build open, multi-vendor e-business 
solutions that help them to compete effectively in the digital economy 
using best-of-breed technologies.  The Company utilizes innovative 
methodologies and advanced technical expertise to conceptualize, design, 
develop and deploy e-business solutions.  This process is facilitated by 
the use of emerging Internet technologies.  This business strategy allows 
the Company to leverage its core competencies and deliver to its 
customers effective applications and consulting services solutions.

    The Company historically designed, developed, marketed and supported 
application software for Internet-based interactive commerce.  In October 
1998, the Company announced a shift in business direction and focus, to 
providing Internet systems and systems integration services based on 
technologies from both the Company and industry partners.  These combined 
applications, services and intellectual property strategy is the 
Company's "ServiceWare" approach to providing solutions for e-business.  
This decision effectively unified the Company's consulting engineering 
organization and its software products group into a single consulting 
services organization providing Internet systems integration, as well as 
extending its current service business to emphasize building cross-
enterprise e-business solutions.  Because of this recent shift in 
business direction and focus, the Company believes that consecutive 
quarter operating results comparisons are more meaningful than 
comparisons of the current quarters' results to the prior years' similar 
quarter.

    During the second half of 1998 the Company executed a number of 
strategic initiatives consistent with its new business direction and 
focus.  These initiatives included reductions in headcount, and other 
cost reduction measures, directed at more appropriately aligning expenses 
with revenues.   Because of these actions, and expectations from the 
marketplace, we have begun to expand our operations.  This expansion 
includes an increase in headcount, during the first quarter of 1999.  
Further expansion is anticipated, including growth in our investment in 
the sales and marketing functions, as well as the continued growth of our 
technology center in the Chicago area.

    The first quarter of 1999 was the second consecutive quarter of 
profitability.  Quarter-over-quarter growth in revenues and profits were 
41% and 603%, respectively.  The Company also succeeded in securing an 
additional equity investment from existing stockholders.  This investment 
allowed the Company to comply with the "net asset" requirement, imposed 
by NASDAQ.  Failure to meet this requirement could have led to a "de-
listing" of the Company's stock from the NASDAQ system.

    The Company believes that the consolidation of its software offerings 
into a single application product (MarketStream), which was accomplished 
during the quarter, will enable it to more effectively focus and utilize 
its resources.  Development was recently completed on a new product 
release, MarketStream 2.0.  This release creates a product that is both 
Unix and Microsoft NT compatible.  The Company believes this release 
represents a significant step in providing the technology engine and 
services required by eCommerce infomediaries.  The Company also believes 
this offering furthers its strategic objective of reducing time-to-market 
and technology risk for supply chain communities.

    The Company's prospects are dependent upon the successful acceptance of 
its service offerings by the market.  In addition, the Company's markets 
are new and rapidly evolving, which heightens these risks and 
uncertainties.  To address these risks, the Company must, among other 
things, successfully implement its marketing strategy, respond to 
competitive developments, and integrate new technologies and industry 
standards into its solutions offerings.   There can be no assurance that 
the Company will succeed in addressing any or all of these risks.  See 
"Risk Factors" in the Annual Report, as well as the risks discussed 
elsewhere in this Quarterly Report.








RESULTS OF OPERATIONS 

Revenue

    Total revenue was $2,026,000 for the three months ended March 31, 1999, 
compared to $2,252,000 for the comparable period in 1998.  For the three 
months ended March 31,1999, one customer represented approximately 25% of 
total revenue.

    License Revenue.  License revenue was $675,000 or 33% of total revenue 
for the three months ended March 31,1999, compared to $1,025,000, or 45% 
of total revenue, for the comparable period in 1998.  This decline is due 
to the fact that the Company was transitioning its software applications 
and developing MarketStream 2.0 during this period.

    Service Revenue.  Service revenue was $1,351,000, or 67% of total 
revenue for the three months ended March 31,1999, compared to $1,227,000, 
or 54% of total revenue, for the comparable period in 1998. This 
represents an increase of 10%.  This services revenue increase was 
influenced by the fact that many of the Company's engineers were involved 
with the development of the new MarketStream product while simultaneously 
working on customer implementations. 


Cost of Revenue

    Cost of License Revenue. Cost of license revenue includes sub-license 
fees.  Cost of license revenue was $60,000, or 9% of license revenue, for 
the three months ended March 31,1999, compared to $178,000, or 17% of 
license revenue for the comparable period in 1998. This decrease 
primarily reflects a re-positioning of certain embedded software that 
permits it to be included on an as-needed basis rather than automatically 
including it with our application software.

   Cost of Service Revenue. Cost of service revenue consists of cost of 
implementation services, including fees for third-party contract 
developers, Company personnel costs, training and customer support costs.  
Cost of service revenue was $843,000 or 62% of service revenue for the 
three months ended March 31, 1999, compared to $1,402,000, or 114% of 
service revenue, for the comparable period in 1998. The improved margins 
in 1999 are due to cost reductions in the Company's services business, 
the combining of engineering and services resources into one organization,
and the more effective use of fixed price contracts as the primary delivery
vehicle for the Company's services business.


Operating Expenses

    Research and Development. Research and development expenses consist
primarily of personnel and equipment costs.  Research and development expenses
for the three months ended March 31,1999 were $221,000, or 11% of total
revenue, compared with $1,311,000, or 58% for the comparable period in 1998.
The decline in total research and development expenses is related to staffing
reductions and other cost reduction measures.  The Company expects research and
development expenses to remain relatively constant, as a percentage of revenue,
through the remainder of 1999.  The Company has introduced a continuous product
improvement process built around its newly developed component-based
architecture.  The Company believes that this approach will make it easier to
upgrade and release new application functionality and improvements than it has
been in the past.

   Sales and Marketing. Sales and marketing expenses consist primarily of 
salaries, commissions of sales and marketing personnel, travel, and 
marketing and promotional expenses.  Sales and marketing expenses were 
$35,000, or 2% of total revenue for the three months ended March 31,1999, 
compared with $1,440,000, or 64% of total revenue for the comparable 
period in 1998.  The decline in total sales and marketing expenses was 
attributable to decreased staffing and reductions in marketing 
expenditures.  For the balance of 1999 the Company expects sales and 
marketing costs to increase.  The Company has followed a deliberate 
strategy of dealing first with financial viability issues, which were a 
significant impediment to its sales efforts in the past, and then 
focusing on making its new MarketStream 2.0 application ready for market.  
In addition, the Company believes that using the Internet as a 
significant vehicle for marketing and sales activity is a much more cost 
effective mechanism for an Internet Company than traditional direct sales 
used in the past. The Company intends to increase its marketing and sales 
staffing through the remainder of the year, and will seek additional 
strategic business partnerships similar to the recently announced 
partnership with IBM.

    General and Administrative. General and administrative expenses consist 
primarily of salaries of financial, administrative and management 
personnel and related travel expenses, as well as legal and accounting 
expenses.   General and administrative expenses were $667,000, or 33% of 
total revenue for the three months ended March 31,1999, compared with 
$796,000, or 35% of total revenue for the comparable period in 1998.  The 
Company expects general and administrative expenses to remain relatively 
constant for the remainder of 1999.

    Other Income (Expense).  Other income (expense) consists primarily of 
interest expense and interest income and rental income.  Interest 
expense, which results principally from interest incurred under notes 
payable and capital lease obligations, was $32,000, or 2% of total 
revenue for the three months ended March 31, 1999, compared with 
$222,000, or 10% of total revenue for the comparable period in 1998.  
Interest expense decreased in 1999 from 1998 due to interest associated 
with the exchange of the convertible notes in February 1998, previously 
issued in November 1997.

    Interest and other income was $113,000, or 6% of total revenue for the 
three months ended March 31, 1999, compared with $147,000, or 7% of total 
revenue for the comparable period in 1998.  This decrease is primarily 
due to lower cash balances in 1999.

    The Company has a tax loss carry forward and is currently incurring 
losses for tax purposes.  Accordingly, there is no provision for income 
taxes.




FACTORS AFFECTING QUARTERLY OPERATING RESULTS

    The Company has experienced and expects to continue to experience 
significant fluctuations in quarterly operating results that may be 
caused by many factors including, among others, the Company's ability to 
implement and execute its business strategy, acceptance of MarketStream 
2.0, rapid changes in the marketplace, risks related to the management of 
growth, the Company's ability to attract, train and retain qualified 
personnel, the Company's ability to build its sales and marketing 
resources, development and promotional expenses related to the 
introduction of its new software releases, changes in technology and 
industry standards, changes in the market for the Company's services, the 
rate of acceptance of the Company's services, dependence of the Company's 
business on the Internet, increased competition, changing of pricing 
policies by the Company or its competitors, the timing of receipt and 
orders from major customers, dependence on key personnel, proprietary 
technology and the inherent difficulties in protecting intellectual 
property, dependence on third-party technology, and exposure for product 
and professional services liability.  

    Further, the Company's expense levels are based, in significant part,  on
the Company's expectations as to future revenue and are therefore  relatively
fixed in the short term.  If revenue levels fall below  expectations, net
income (loss) is likely to be disproportionately adversely  affected because a
proportionately smaller amount of the Company's  expenses varies with its
revenue.  There can be no assurance that the  Company will be able to achieve
profitability on a quarterly or annual  basis in the future.  Due to all the
foregoing factors, the Company's  future operating results may be below the
expectations of securities  analysts and investors.  In such event, the price
of the Company's common  stock would likely be materially adversely affected. 
See "Risk Factors  - Our Net Revenues and Operating Results may Fluctuate" in
the Company's  Annual Report.




YEAR 2000 COMPLIANCE

    The Year 2000 issue is the result of computer programs being written 
using two digits rather than four to define the applicable year, thus 
rendering them incapable of properly managing and manipulating data that 
includes both 20th and 21st century dates, the ability to properly manage
and manipulate such data is referred to herein as "Year 2000 Compliant". 
In connection with a normal plan of upgrading its computer resources, the
Company has installed or upgraded IT and Non-IT internal systems
in connection with operating its business.  The vendors of these systems
generally have represented that their systems are Year 2000 Compliant. 
While the Company currently expects that the Year 2000 issue
will not pose significant internal operational problems, delays in the
implementation of new information systems, or a failure to fully identify
all Year 2000 dependencies in the Company's systems, could have a
material adverse effect on the Company's business or results of
operations.  The Company has completed all changes required to make
its IT and Non-IT internal systems Year 2000 Compliant.


    The Company believes that the most current releases of its software 
products are Year 2000 Compliant.  The Company has contacted its 
customers directly by mail and by posting information on the Company's 
web site advising that non-current product releases cannot be certified 
as Year 2000 Compliant.  The inability of the Company's previously 
released products to properly manage and manipulate data in the Year 2000 
could result in increased warranty costs and customer satisfaction issues 
which could have a material adverse effect on the Company's business, 
results of operations or financial condition. 

    The Company is in the process of developing a contingency plan.  This 
plan is expected to be in place in the second quarter of 1999.  The inability 
of the Company to develop and implement a contingency plan could result 
in a material adverse impact on the Company.  The Company has had 
discussions with its suppliers and financial institutions to ensure that 
those parties have appropriate plans to remediate Year 2000 issues where 
their systems interface with the Company's systems or otherwise impact 
its operations.  The Company has requested that all significant vendors 
give assurance that their programs are Year 2000 Compliant.

    The Company has completed upgrading all internal programs and system
interfaces with significant vendors and financial institutions to be Year
2000 Compliant.  The Company currently estimates that  no additional Year
2000 costs will be incurred to address the Year 2000 Compliance of the
Company's products, internal IT and Non-IT systems and third party system
interfaces, and is subject to change.  There can be no assurance that a
third party's failure to ensure Year 2000 compliance would not have an adverse
effect on the Company's operations.

    The Company currently estimates that total Year 2000 compliance costs 
will not be material.  Accordingly, the Company believes it has 
sufficient resources for the Year 2000 project from currently available 
cash reserves.  The cost estimate is based on the current assessment of 
the Company's Year 2000 readiness needs and is subject to change.


LIQUIDITY AND CAPITAL RESOURCES

    The Company has financed its operations to date primarily through the 
private and public sale of debt and equity securities and the use of 
capitalized leases for equipment financing.  The Company had working 
capital of $5.8 million at March 31, 1999.

    During the three months ended March 31, 1999 and 1998, net cash used in 
operating activities was $1.0 million and $1.5 million, respectively.  
This was primarily due to a significant increase in accounts receivable and 
net losses incurred by the Company.

    During the three months ended March 31, 1999 and 1998, the Company used 
$83,000 and $183,000, respectively, in investing activities for the 
purchase of property and equipment.  Net cash provided by financing 
activities for the three months ended March 31, 1999 was $3,808,000, 
primarily from the sale of common stock.  Net cash used by financing 
activities for the three months ended March 31, 1998 was $355,000, 
primarily from the issuance of convertible preferred stock and repayment 
of notes payable.  

    Although the Company has operated at a profit during the last two 
quarters, the Company incurred net losses and experienced significant 
negative cash flow from operations from inception through the third 
quarter of 1998.  As of March 31, 1999, the Company had an accumulated 
deficit of $69.2 million.  Based upon its current operating plan, the 
Company believes it has adequate cash balances to fund its operations 
through December 31, 1999.  There can be no assurance, however, that the 
Company's actual cash requirements will not exceed anticipated levels, or 
that the Company will generate sufficient revenue to fund its operations 
in the absence of additional funding sources.  If additional funds are 
raised through the issuance of equity securities, stockholders of the 
Company may experience additional dilution, or the securities may have 
rights, preferences or privileges senior to those of the Company's common 
stock.  There can be no assurance that such additional financing will be 
available on acceptable terms, if at all.  If adequate funds are not 
available or are not available on acceptable terms, the Company may be 
unable to continue operations, develop or enhance its products, take 
advantage of future opportunities or respond to competitive pressures or 
other requirements, any of which could have a material adverse effect on 
the Company's business, operating results and financial condition.  

















<PAGE>

















                           PART II.  OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS
           Not applicable


ITEM 2.    CHANGES IN SECURITIES
           Not applicable


ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
           Not applicable


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
           Not applicable


ITEM 5.    OTHER INFORMATION
           Not applicable


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K


a)  Exhibits
    ITEM   DESCRIPTION
    -----   -----------
    (27)    Financial Data Schedule


b)         Report on Form 8-K
            1.  Form 8-K filed on February 4, 1999.
                Item 5. Other Events. (Completed a private placement 
                of its common stock on January 22, 1999, which 
                raised approximately $4.0 million.)

            2. Form 8-K filed on February 26, 1999.
               Item 5. Other events.  (In compliance with the 
               Nasdaq net tangible assets requirements.)






<PAGE>









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

                                                CONNECT, Inc.


Date:  May 14,1999                        /s/ Craig D. Norris
- -------------------------                     -------------------------
                                              Craig D. Norris
                                              President and Chief Executive
                                              Officer
                                              (Principal Executive Officer)


Date:  May 14,1999                        /s/ Craig D. Norris
- -------------------------                     -------------------------
                                              Craig D. Norris
                                              Acting Vice President, Finance &
                                              Administration, and Chief
                                              Financial Officer
                                              (Principal Financial and 
                                              Accounting Officer)




<TABLE> <S> <C>
 
<ARTICLE>      5 
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
         FROM CONDENSED CONSOLIDATED BALANCE SHEETS, CONDENSED
         CONSOLIDATED STATEMENTS OF OPERATIONS AND NOTES TO CONDENSED
         CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
         ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000 
       
<S>                                               <C>
<PERIOD-TYPE>                                     3-MOS
<FISCAL-YEAR-END>                                 DEC-31-1999
<PERIOD-START>                                    JAN-01-1999
<PERIOD-END>                                      MAR-31-1999
<CASH>                                               6,707
<SECURITIES>                                             0
<RECEIVABLES>                                        1,523
<ALLOWANCES>                                           111
<INVENTORY>                                              0
<CURRENT-ASSETS>                                     8,366
<PP&E>                                               4,842
<DEPRECIATION>                                       4,273
<TOTAL-ASSETS>                                       8,982
<CURRENT-LIABILITIES>                                2,561
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                                15
<OTHER-SE>                                           6,214
<TOTAL-LIABILITY-AND-EQUITY>                         8,982
<SALES>                                                675
<TOTAL-REVENUES>                                     2,026
<CGS>                                                   60
<TOTAL-COSTS>                                          903
<OTHER-EXPENSES>                                       923
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                      32
<INCOME-PRETAX>                                        274
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                                    274
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                           274
<EPS-PRIMARY>                                         0.02
<EPS-DILUTED>                                         0.02

         

</TABLE>


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