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):
                          June 18, 2003 (June 18, 2003)

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

                                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 and Regulation FD Disclosure.

On June 18, 2003, DoubleClick Inc. issued a press release to announce the
pricing of an aggregate of $135 million of Zero Coupon Convertible
Subordinated Notes due 2023, to be sold pursuant to Rule 144A under the
Securities Act of 1933, as amended, and Regulation S thereunder (plus an
option for up to an additional $20.25 million aggregate principal amount of
Zero Coupon Convertible Subordinated Notes due 2023). The notes are being sold
at 100% of their principal amount. The notes are convertible under certain
circumstances into DoubleClick  common stock at a conversion price of
approximatley $13.12 per share, subject to adjustment. A copy of the press
release is attached as Exhibit 99.1 hereto.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

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

99.1     Press Release dated June 18, 2003







                                   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/ Bruce Dalziel
                                           -----------------------------------
                                           Name: Bruce Dalziel
                                           Title: Chief Financial Officer

Dated: June 18, 2003





EXHIBIT                             EXHIBIT INDEX
- -------                             -------------
99.1              Press Release dated June 18, 2003

EX-99.1

                                                                    Exhibit 99.1


FOR IMMEDIATE RELEASE                            CONTACT:  Jennifer Blum
                                                           212.381.5705
                                                           jblum@doubleclick.net


              DOUBLECLICK INC. PRICES $135 MILLION OF ZERO COUPON
                    CONVERTIBLE SUBORDINATED NOTES DUE 2023

NEW YORK, NY, June 18, 2003 -- DoubleClick Inc. (Nasdaq: DCLK) today announced
the pricing of $135 million aggregate principal amount of Zero Coupon
Convertible Subordinated Notes due 2023, which are being issued in a private
offering.

The Notes are being sold at 100 percent of their principal amount. The sale of
the Notes is expected to close on June 23, 2003, subject to customary closing
conditions. The initial purchasers have an option to purchase up to an
additional $20.25 million in aggregate principal amount of the Notes. The Notes
will be the Company's general unsecured obligations and will be subordinated in
right of payment to all of its existing and future senior debt. The Company may
not redeem the Notes for five years. DoubleClick Inc. is using the net
proceeds, together with existing cash to the extent necessary, to redeem its
4.75% Convertible Subordinated Notes due 2006.

The Notes will not bear interest and have a zero yield to maturity. Each $1,000
principal amount of the Notes will be convertible under certain circumstances
into 76.2311 shares of DoubleClick common stock. Therefore, the Notes are
convertible in the aggregate into approximately 10.3 million shares of common
stock or approximately 11.8 million shares of common stock if the initial
purchasers exercise their option to purchase additional Notes. The conversion
rate is equivalent to a conversion price of approximately $13.12 per share,
subject to adjustment. This represents a 40 percent conversion premium based on
the closing sale price of $9.37 of DoubleClick Inc. common stock on June 17,
2003.

The Notes have been offered only to qualified institutional buyers in reliance
on Rule 144A under the Securities Act of 1933, and outside the United States
pursuant to Regulation S of the Securities Act. The Notes and the shares of
common stock of DoubleClick Inc. issuable upon the conversion of the Notes have
not been registered under the Securities Act and may not be offered or sold in
the United States or to a U.S. person absent registration or an applicable
exemption from registration requirements.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering would be unlawful.

About DoubleClick Inc.
DoubleClick Inc. has global headquarters in New York City and maintains 21
offices around the world.


                                      ###