S-3/A

          AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 2000
                                                      REGISTRATION NO. 333-31826

________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              -------------------


                                AMENDMENT NO. 1
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                                DOUBLECLICK INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

                                                          
                    DELAWARE                                        13-3870996
        (STATE OR OTHER JURISDICTION OF                           (IRS EMPLOYER
         INCORPORATION OR ORGANIZATION)                        IDENTIFICATION NO.)



                              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 Stockbrokers.
    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. [ ]
                              -------------------


    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.


________________________________________________________________________________





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, MARCH 15, 2000


                                   PROSPECTUS

                                [DOUBLECLICK LOGO]

                         913,284 Shares of Common Stock

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

    This Prospectus relates to the public offering, which is not being
underwritten, of 913,284 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 March 15, 2000, the last reported sale price for the common stock was
$96.81 per share.


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

    AN INVESTMENT IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PLEASE SEE
'RISK FACTORS' BEGINNING ON PAGE 4.

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

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATION 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



                                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 1,800
clients, and in December 1999 delivered nearly 30 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. We
     acquired the AdServer family of software products through our merger with
     NetGravity, Inc. in October 1999.

     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. We merged with Abacus Direct Corporation in November 1999.

                              RECENT DEVELOPMENTS

    In October 1999, we merged with NetGravity, Inc., a leading provider of
interactive online advertising and direct marketing software solutions. This
merger enables us to provide e-commerce merchants and Web publishers the ability
to directly manage their own advertising inventory, consumer data, mission
critical advertising business processes, and relationships with advertisers and
advertising agencies using our AdServer software solutions and related services.

    In November 1999, we merged with Abacus Direct Corporation, a leading
provider of specialized consumer information and analysis for the direct
marketing industry. In November

                                       2


1999, we merged with Businesslink Incorporated, doing business as Opt-In
E-mail.com, a leader in Internet e-mail marketing, publishing and list
management. As a result of this merger, we launched DARTmail in December 1999, a
full service advertising campaign management solution for direct e-mail
marketing.

    In November 1999, we acquired the remaining outstanding shares of
DoubleClick Iberoamerica S.L. that we did not previously own and, in December
1999, we acquired the remaining outstanding shares of DoubleClick Scandinavia
AB, that we did not previously own. As a result, DoubleClick Iberoamerica and
DoubleClick Scandinavia became wholly-owned subsidiaries of DoubleClick.

    In January 2000, we agreed to acquire a 30 percent equity position in
ValueClick, Inc., a provider of cost-per-click Internet advertising solutions.
Under this agreement, ValueClick agreed to issue us a warrant to purchase
additional equity, which will enable us to own up to 45 percent of the equity of
ValueClick.

    In January 2000, we completed a two-for-one stock split of our common stock
and in February 2000, we issued and sold 5,733,411 shares of our common stock in
a registered public offering.

                                       3



                                  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. Please see 'Management's Discussion and Analysis of Financial
Condition and Results of Operations' for detailed information on our limited
operating history.

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 and, as of December 31, 1999, our accumulated
deficit was $109.8 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.
Over 20% of our revenues for each of the years ended December 31, 1999 and 1998
resulted from ads delivered on the Web sites of the top four 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

                                       4


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.

    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 10.8% and 26.9% of revenues for the years ended December 31,
1999 and 1998, 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. Recently, CMGI acquired several Internet advertising and marketing
companies, including AdForce, AdKnowledge and Flycast Communications. As a
result of these transactions, CMGI now owns several companies, including AdSmart
Network and Engage Technologies, that compete with DoubleClick's Internet
advertising solutions, and Engage Technologies, which is majority owned by CMGI,
has announced an agreement to acquire AdSmart and Flycast. 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.

    As explained in detail in the Legal Proceedings section of this prospectus,
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 concerning Internet
users. 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

                                       5


substantial portion of our revenues for the foreseeable future. Our DoubleClick
networks consist of 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 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.

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 December 31, 1998, we had a total of 482 employees (without giving effect
to our acquisitions) and, as of December 31, 1999, we had a total of 1,386
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

                                       6


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. 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

                                       7


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. Recently, CMGI acquired several Internet advertising and
marketing companies, including AdForce, AdKnowledge and Flycast. As a result of
these transactions, CMGI now owns several companies, including AdSmart Network
and Engage Technologies, that compete with our Internet advertising solutions,
and Engage Technologies, which is majority owned by CMGI, has announced an
agreement to acquire AdSmart and Flycast. 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 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.

                                       8


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.

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

                                       9


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 completed its acquisition of Sabela
Media. We have also filed patent applications for some of our other technology.

    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 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.

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

                                       10


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.

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 and
the United Kingdom. In Asia (Taiwan, Singapore, and Hong Kong), and under
separate agreement, Japan and Italy, 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.

                                       11


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.

    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

                                       12


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.

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.

                         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

                                       13


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
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

    Growing public concern regarding privacy and the collection, distribution
and use of information about individuals has led to increased federal and state
scrutiny and legislative and regulatory activity. In addition, the
high-technology and direct marketing industries are considering various new,
additional or different self-regulatory standards. This focus, and any
legislation, regulations or standards promulgated, impacts us.

    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. Various
technology and direct marketing industry groups have also been addressing this
issue. The Network Advertising Initiative, an industry self-regulatory group
comprised of third-party ad servers, including us, has proposed a series of
self-regulatory principles. We cannot assure you that the Federal Trade
Commission and the Department of Commerce will endorse these

                                       14


principles, and the position that these agencies adopt may be more adverse to us
than those currently under discussion. Other trade associations are active as
well. The Online Privacy Alliance, a broad coalition of high-technology
companies, is examining fair information practices and may offer proposals for
industry acceptance. The Direct Marketing Association, or DMA, the leading trade
association of direct marketers, has adopted guidelines regarding the fair use
of information which it recommends that industry participants, including us
through DoubleClick Data Services, follow.

    We are also subject to various federal and state regulations concerning the
collection and use of information regarding individuals. These laws include the
Children's Online Privacy Protection Act, the Federal Drivers Privacy Protection
Act of 1994, which relates primarily to our Abacus Direct division, and state
laws which limit or preclude the use of voter registration and drivers license
information, as well as other laws that govern the collection and use of
consumer credit information. Although our compliance with applicable federal and
state laws, regulations and industry guidelines has not had a material adverse
effect on us, governments, trade associations and industry self-regulatory
groups may enact more burdensome laws, regulations and guidelines, including
antitrust and consumer privacy laws, for us and our clients. These regulations
and guidelines could materially and adversely affect the business, financial
condition and results of operations of DoubleClick Data Services.

    The effectiveness of our DART technology could be limited by any regulation
limiting the collection and use of information regarding Internet users. At this
stage, our DART technology targets advertisers to users through the use of
'cookies' and other non-personally-identifiable information, with the exception
of advertisers delivered to German Web sites on which we do not currently use
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. Until there is agreement between
government and industry on privacy standards, however, we will not link
personally identifiable information to anonymous user activity across Web sites.
Since many of the proposed laws or regulations are just being developed, and a
consensus on privacy and data usage has not been reached, we cannot yet
determine the impact these regulations may have on our business.

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 until there is agreement between government and industry on
privacy standards, we will not link personally identifiable information to
anonymous user activity across Web sites. Moreover, 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
without first providing the consumer with notice and an opportunity to opt out
of the targeted advertising. In addition, some of our contracts with Web
publishers prevent us from developing profiles of users of their Web sites. The
current debate about data collection practices may cause additional Web
publishers to seek similar contractual provisions in their agreements with us.
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 or that
additional Web publishers will not seek contractual provisions barring us from
developing profiles of users of their Web sites, either of which could
materially and adversely affect our

                                       15


business, results of operations and financial condition. Also, as a consequence
of governmental 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, which could materially and adversely affect our business, financial
condition or results of operations.

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 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 Direct business.

                                       16


                         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 December 31, 1999, we had 112,453,892 shares of common stock
outstanding, excluding 23,110,571 shares subject to options outstanding as of
such date under our stock option plans that are exercisable at prices ranging
from $0.03 to $124.56 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.

                INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

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

    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 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 'Risk Factors'
and 'DoubleClick Inc.' 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.

                                       17



                              PLAN OF DISTRIBUTION

    We are registering all 913,284 shares (the 'Shares') on behalf of certain
Selling Stockholders. All of the shares originally were issued by us in
connection with our acquisitions of Businesslink Incorporated and 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-

                                       18


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.


                                       19


    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.




                                                      NUMBER OF SHARES   NUMBER OF SHARES
                                                        BENEFICIALLY      REGISTERED FOR
                        NAME                               OWNED           SALE HEREBY
                        ----                               -----           -----------
                                                                   
D. Scott Nuanes.....................................      200,000            200,000
Nordic IT Investor Provider B.V.....................       92,970             92,970
Bryson Investments Ltd..............................       79,768             79,768
Karl Stockman.......................................       79,706             79,706
Ledstiernan BV......................................       57,400             57,400
Ven Capital.........................................       54,760             54,760
Morgan Stanley Dean Witter Equity Funding, Inc......       45,578             45,578
Lars Hallen(1)......................................       32,810             32,810
Mats Sundstrom......................................       28,201             28,201
Celsia S.A..........................................       27,160(7)          27,160
Leader Industries Ltd...............................       23,956             23,956
Thomas Rosen........................................       23,182             23,182
Ledstiernan Investment..............................       19,050             19,050
Carl Palmstierna....................................       18,252             18,252
AB Andrimner........................................       10,342             10,342
Minvest.............................................        9,728              9,728
ANS Ltd.............................................        9,126              9,126
Bo Alexandersson....................................        5,776              5,776
Sven Goran Arvinius(2)..............................       32,826(8)           5,666
Hipshot AB..........................................        4,868              4,868
Mats Nilsson........................................        4,868              4,868
Sandridge Services Ltd..............................        3,748              3,748
Aso Ingenjorsfortbildning AB........................        3,650              3,650
Fredrik Ladin.......................................        2,738              2,738
Magnus Hedman.......................................        2,738              2,738
Par Sanda...........................................        2,738              2,738
Anders Nohrborg.....................................        2,434              2,434
Henrik Hedman.......................................        1,522              1,522
Staffan Liljeqvist..................................        1,338              1,338
Anders Oskar Lindstrom..............................        1,216              1,216
Henrik Ingvarsson...................................        1,216              1,216
Linus Marmstedt.....................................        1,216              1,216
Joakim Antelius(3)..................................        1,122              1,122
Ola Heffler Anders(4)...............................        1,122              1,122
Lars Thomas Munck(5)................................        1,122              1,122
Advokafirman Vinge..................................        1,018              1,018
Richard Bage........................................          608                608
Michael Mattsson....................................          486                486
Simon Gustavsson....................................          366                366
Barbro Irene Matsson................................          366                366
Carama Invest AB....................................          366                366
Billy Gustavsson....................................          244                244
Gustav Ode..........................................          244                244
Lars Fromm..........................................          244                244
Petter Martensson...................................          122                122




                                                  (table continued on next page)

                                       20


(table continued from previous page)




                                                      NUMBER OF SHARES   NUMBER OF SHARES
                                                        BENEFICIALLY      REGISTERED FOR
                        NAME                               OWNED           SALE HEREBY
                        ----                               -----           -----------
                                                                      
Pia Viktoria Irene Bjorkman.........................          122                122
Claes Goran Rangstad................................          122                122
Lars Ingvar Hammar..................................          122                122
Ragnar Mostrom Dodsbo...............................          122                122
Other holders of shares of our common stock(6)......       47,645             47,645
                                                          -------            -------
    Total...........................................      913,284            913,284
                                                          -------            -------
                                                          -------            -------



- ---------

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

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

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

(4) This stockholder is currently the managing director of DoubleClick Sweden.

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

(6) Information about other selling stockholders will be set forth in prospectus
    supplements, if required.

(7) Includes 27,160 shares held for the benefit of Sven Goran Arvinius.

(8) Includes 27,160 shares held by Celsia S.A. for the benefit of this
    stockholder.



                                       21


                      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.

                           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 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.

     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 December 8, 1999.

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

     6. Our Current Report on Form 8-K, filed with the SEC on January 27, 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 February 16, 2000.


     9. 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.



    If you request 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.

                                       22




______________________________________________________________________________

    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




                                                              PAGE
                                                              ----
                                                           
DoubleClick Inc.............................................    2
Risk Factors................................................    4
Information Regarding Forward-Looking Statements............   17
Use of Proceeds.............................................   17
Dilution....................................................   17
Plan of Distribution........................................   18
Selling Stockholders........................................   19
Where You Can Find More Information.........................   22
Incorporation by Reference..................................   22
Legal Matters...............................................   22
Experts.....................................................   22



                                     [Logo]

                                 913,284 Shares
                                of Common Stock

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

                                         , 2000

______________________________________________________________________________




                                    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:




                                                                AMOUNT
                                                                ------
                                                           
SEC Registration Fee........................................  $19,816.58
Legal Fees and Expenses.....................................      10,000
Accounting Fees and Expenses................................       5,000
Printing Fees...............................................      20,000
Miscellaneous...............................................   10,183.42
                                                              ----------
    Total...................................................   65,000.00
                                                              ----------
                                                              ----------



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


ITEM 16. EXHIBITS

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




EXHIBIT
NUMBER                                DESCRIPTION
- ------                                -----------
           
 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.




- ---------

* Previously filed.




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

                                      II-2


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 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.

    (c) The undersigned registrant hereby undertakes that:

        (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



                                   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 Amendment No. 1 to
the 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
15th day of March, 2000.



                                                     DOUBLECLICK INC.
                                          By:       /s/ Stephen R. Collins
                                              ..................................
                                                     STEPHEN R. COLLINS
                                                   CHIEF FINANCIAL OFFICER



    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities indicated on March 15, 2000:





                SIGNATURE                                           TITLE(S)
                ---------                                           --------
                                         
                    *                       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

                    *                       Chief Technology Officer and Director
 .........................................
            DWIGHT A. MERRIMAN

                    *                       Director
 .........................................
             DAVID N. STROHM

                    *                       Director
 .........................................
             MARK E. NUNNELLY

                    *                       Director
 .........................................
             W. GRANT GREGORY

                    *                       Director
 .........................................
              DONALD PEPPERS

                    *                       Director
 .........................................
             THOMAS S. MURPHY

                                            Director
 .........................................
             M. ANTHONY WHITE

     *By:     /s/ Stephen R. Collins
 .........................................
            STEPHEN R. COLLINS
             ATTORNEY-IN-FACT



                                      II-4




                                 EXHIBIT INDEX




EXHIBIT
NUMBER                          DESCRIPTION
- ------                          -----------
     
 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.




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

* Previously filed.

EX-5

                                                       1633 BROADWAY, 47TH FLOOR
TELEPHONE: (212) 581-1600                                               NEW YORK
FACSIMILE: (212) 586-7878                                         NEW YORK 10019
                                                                 www.brobeck.com

                                                  March 15, 2000

DoubleClick Inc.
450 West 33rd Street
New York, NY 10001

Ladies and Gentlemen:

                  We have assisted in the preparation and filing by DoubleClick
Inc., a Delaware corporation (the "Company"), of a Registration Statement on
Form S-3, as amended through March 15, 2000 (the "Registration Statement"), with
the Securities and Exchange Commission, relating to the sale by certain selling
stockholders (the "Selling Stockholders") of up to 913,284 shares (the "Shares")
of the Company's common stock, par value $.001 per share.

                  We have examined such records and documents and have made such
examination of laws as we considered necessary to form a basis for the opinion
set forth herein. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity with the originals of all documents submitted to us as copies
thereof. Based upon and subject to the foregoing, we are of the opinion that the
Shares are legally issued, fully paid and nonassessable.

                  We consent to the filing of this opinion letter as Exhibit 5
to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus which is part of the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the Act,
the rules and regulations of the Securities and Exchange Commission promulgated
thereunder, or Item 509 of Regulation S-K.

                  This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company, the Selling Stockholders or the Shares.

                                           Very truly yours,


                                           /s/ BROBECK, PHLEGER & HARRISON LLP
                                           BROBECK, PHLEGER & HARRISON LLP

EX-23

                  CONSENT OF THE INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 18, 2000, except as for
Note 11(b) which is as of February 11, 2000, relating to the consolidated
financial statements and financial statement schedule, which appear in
DoubleClick's Annual Report on Form 10-K for the year ended December 31, 1999.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
March 15, 2000

EX-23

                      CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
NetGravity, Inc. and Subsidiaries:

We consent to the incorporation by reference in the registration statement
on Form S-3 of DoubleClick Inc. dated March 15, 2000 of our report dated
January 27, 1999, with respect to the consolidated balance sheet of NetGravity,
Inc. and subsidiaries as of December 31, 1998 and 1997, and the related
consolidated statements of operations, stockholders' equity, and cash flows
for each of the years in the three-year period ended December 31, 1998.


/s/ KPMG LLP
San Francisco, California
March 15, 2000