8-K

________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                           CURRENT REPORT PURSUANT TO
                           SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 7, 2000

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

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

                                    DELAWARE
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)

                                             
                  000-23709                                  13-3870996
          (COMMISSION FILE NUMBER)               (I.R.S. EMPLOYER IDENTIFICATION NO.)

  450 WEST 33RD STREET, NEW YORK, NEW YORK                       10001
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)



                                 (212) 683-0001
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                      N.A.
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

________________________________________________________________________________




ITEM 5. OTHER EVENTS.

    On August 7, 2000, DoubleClick Inc. and AltaVista Company announced a
restructuring of the agreement covering the services that DoubleClick provides
to AltaVista.

    A copy of the press release with respect to this announcement is attached
hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS




   EXHIBIT NUMBER
   --------------
         
   99.1     Press Release issued on August 7, 2000 announcing a restructuring
            of the agreement covering the services that DoubleClick provides
            to AltaVista.




                                   SIGNATURES

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

                                 DOUBLECLICK INC.
                                 .....................................
                                 (Registrant)

                                  By: /s/ Elizabeth Wang
                                      .................................
                                      Name: Elizabeth Wang
                                      Title: Vice President and General Counsel


Dated: August 10, 2000

                            STATEMENT OF DIFFERENCES



The copyright symbol shall be expressed as..................................'c'










  EXHIBIT                    EXHIBIT INDEX
  -------                    -------------
      
   99.1     Press Release issued on August 7, 2000 announcing a restructuring
            of the agreement covering the services that DoubleClick provides
            to AltaVista.

EX-99.1

DOUBLECLICK AND ALTAVISTA
RESTRUCTURE AND EXTEND
RELATIONSHIP

AltaVista Extends DART Agreement, Accelerates Worldwide Ad Sales Responsibility

NEW YORK and PALO ALTO, CALIFORNIA, August 7, 2000--DoubleClick Inc. (Nasdaq:
DCLK), the Industry's leading global Internet advertising solutions company,
and AltaVista Company, the premier knowledge resource at www.altavista.com.
today announced a restructuring of their agreement, which was contractually
scheduled to end on December 31, 2001.

Under the new agreement, AltaVista has extended DoubleClick's DART for
Publishers ad serving solution through 2004. In addition, AltaVista will
accelerate taking lead advertising sales responsibility for its worldwide
network of Web sites in the United Kingdom, France, Germany, Italy, Sweden,
and the Netherlands by January 1, 2001.

The majority of advertising served on AltaVista will use DART through 2002.
In 2003, at least half of all of AltaVista's ads will be served through DART.
AltaVista will assure majority responsibility for ad serving thereafter.
In addition, DoubleClick's DART for Advertisers solution will run the
majority of AltaVista's online advertising compaigns through 2004.

With respect to ad sales, AltaVista will call on worldwide strategic
advertisers, compared to the 200 large U.S. advertisers specified under the
old agreement. DoubleClick will continue to represent most of AltaVista's
international markets on an exclusive third party basis through December 31,
2001, subject to AltaVista's right to assume lead advertising sales
responsibility in those markets. After AltaVista assumes the lead in a market,
DoubleClick will represent AltaVista in that market on a non-exclusive basis
through 2004, as part of DoubleClick's worldwide ad Networks. DoubleClick has
over 900 sales professionals in 41 offices in 23 countries, and maintains
relationships with over 5,400 advertisers worldwide.

"This agreement is a major step forward in accelerating our path to
profitability by allowing AltaVista to directly serve our advertising
partners," said Rod Schrock, president and CEO, AltaVista Company. "AltaVista
and DoubleClick have achieved mutual success and will continue working
closely together."

"We are excited to continue both serving and selling ads for AltaVista," said
Kevin Ryan, CEO, DoubleClick. "They are a great company and we make a
great team."







About AltaVista

AltaVista Company is the premier knowledge resource on the Internet at
www.altavista.com. Building on its strong search heritage and patented
technology, AltaVista unlocks the vast Internet to provide the richest, most
relevant information access across multiple dimensions, including: Web pages,
shopping, up-to-the-minute news, live audio and video, and community resources.
AltaVista offers informative services including the multi-dimensional AltaVista
Search, pure Web page Raging Search (www.raging.com) from AltaVista, AltaVista
Shopping com, Customized Search Centers, AltaVista Free Internet Access, and
AltaVista Business Search Solutions, AltaVista is a majority-owned operating
company of CMGI, Inc. (Nasdaq: CMGI), Andover, Mass AltaVista is headquartered
in Palo Alto, Calif.

About DoubleClick Inc. DoubleClick Inc. (www.doubleclick.net) is a leading
provider of comprehensive global Internet advertising solutions for marketers
and Web publishers. Combining technology, media and data expertise. DoubleClick
centralizes planning, execution, control, tracking and reporting for online
media campaigns. DoubleClick Inc. has Global headquarters in New York City and
maintains over 40 offices around the world.

This news release contains statements of a forward looking nature relating to
the future events of the future financial results of DoubleClick. Investors are
cautioned that such statements are only predictions and that actual events or
results may differ materially. In evaluation such statements, investors should
specifically consider the various factors which could cause actual events or
results to differ materially from those indicated from such forward-looking
statements, including matters set forth in DoubleClick's reports and documents
filed from time to time with the Securities and Exchange Commission.

This release contains forward-looking statements which address a variety of
subjects including, for example, the expected benefits of AltaVista's
restructured and extended alliance with DoubleClick. The following important
factors and uncertainties, among others, could cause actual results to differ
materially from those described in these forward-looking statements: AltaVista
may experience difficulties taking full advantage of its ability to directly
serve its advertising partners; AltaVista may experience difficulties
integrating technologies, operations and personnel of recent acquisitions.
AltaVista's growth depends upon continued and increased demand for and market
acceptance of AltaVista's web sites; and increased competition and technological
changes in the markets in which AltaVista competes. For a detailed discussion at
these and other cautionary statements, please refer to CMGI's filings with the
Securities and Exchange Commission, including CMGI's Annual Report on Form 10-K
for the most recently ended fiscal year.

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