11-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the Fiscal Year	Commission
Ended December 31, 2004	File Number 000-23709

DOUBLECLICK INC.
401(k) PLAN
(Name of Plan)

DOUBLECLICK INC.

111 Eighth Avenue, 10th Floor
NEW YORK, NEW YORK 10011
(212) 683-0001

(Name of Issuer of Securities held pursuant to Plan and
address of its principal executive office.)

DoubleClick Inc. 401(k) Plan

Index to Financial Statements and Supplemental Schedule
December 31, 2004 and 2003

	Page
Report of Independent Registered Public Accounting Firm		1
Audited Financial Statements:
Statements of Net Assets Available for Benefits As of December 31, 2004 and 2003		2
Statement of Changes in Net Assets Available for Benefits For the year ended December 31, 2004		3
Notes to Financial Statements		4-9
Supplemental Schedule: *
Schedule I – Schedule H – Line 4i- Schedule of Assets (Held at End of Year) As of December 31, 2004		10
Signature		11
Exhibits
23.1 Consent of Independent Registered Public Accounting Firm		12
EX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS LLP

* Other schedules required by 29 CFR 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of
DoubleClick Inc. 401(k) Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the DoubleClick Inc. 401(k) Plan (the “Plan”) at December 31, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

New York, New York
June 29, 2005

1

DoubleClick Inc. 401(k) Plan

Statements of Net Assets Available for Benefits
As of December 31, 2004 and 2003

	2004		2003
Assets
Investments, at fair value:
Mutual funds	$	29,464,042	$	21,067,483
DoubleClick Inc. common stock		7,242,748		7,433,774
Collective investment fund		2,323,237		1,635,239
Participant loans		352,668		230,940
Total investments		39,382,695		30,367,436
Receivables:
Employer contributions		345,985		269,214
Employee contributions		214,089		155,836
Total receivables		560,074		425,050
Net assets available for benefits	$	39,942,769	$	30,792,486

The accompanying notes are an integral part of these financial statements.

2

DoubleClick Inc. 401(k) Plan

Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2004

	2004
Additions:
Investment income:
Interest, dividends, and capital gain distributions	$	329,064
Net realized and unrealized appreciation in fair value of investments		1,172,788
Total investment income		1,501,852
Contributions:
Employer		2,416,167
Employee		6,753,957
Rollover		2,155,899
Total contributions		11,326,023
Total additions		12,827,875
Deductions:
Benefits paid to participants		3,673,212
Administrative and other fees		4,380
Total deductions		3,677,592
Net increase	$	9,150,283
Net assets available for benefits:
Beginning of year		30,792,486
End of year	$	39,942,769

The accompanying notes are an integral part of these financial statements.

3

DoubleClick Inc. 401(k) Plan

Notes to Financial Statements
December 31, 2004 and 2003

1.	Description of the Plan
	The following description of the DoubleClick Inc. 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the DoubleClick Inc. 401(k) Plan Summary Plan Description and Prospectus for a more complete description of the Plan’s provisions.
	General The Plan is a defined contribution plan established January 1, 1997, covering eligible employees of DoubleClick Inc. (the “Company” or “DoubleClick”), the Plan’s sponsor. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is administered by the Company.
	Participant Accounts A separate account is established and maintained for each Plan participant. Contributions are invested in one or more investment options, as directed by the participant. Income earned and net appreciation or depreciation on Plan investments, for a given investment, are allocated in proportion to the participants’ account balances in that fund. On a daily basis, a participant may elect to transfer all or a portion of his or her account balance in a given investment to one or more of the Plan’s other investments. However, employer contributions in DoubleClick common stock may only be transferred upon termination of employment. Transfers of employee contributions in DoubleClick common stock are subject to blackout periods.
	Effective October 1, 2003 the Company eliminated DoubleClick Stock as an investment election for participant directed funds. Company stock purchased with contributions prior to that date could remain in the fund but no future contributions or fund exchanges are permitted.
	Contributions Plan participants are able to contribute to the Plan up to 20% of their pre-tax earnings. During 2004, the maximum pre-tax contribution allowed by the Internal Revenue Code was $13,000. In addition, participants 50 years of age and older could contribute an additional $3,000 as a “catch-up contribution” in 2004. The Company automatically contributes an amount equal to 50% of the first 6% of a participant’s contribution each pay period in DoubleClick common stock. A “true-up” Employer match will be made in the following year for participants who have contributed 6% or more of their annual salary, but the Company has matched less than 50% of the 6% due to each pay period’s match limit of 50% of 6% of each participant’s contribution amount.
	Vesting Participants are fully vested in their contributions and actual earnings thereon. Contributions by the Company become fully vested after two years of

4

DoubleClick Inc. 401(k) Plan

Notes to Financial Statements
December 31, 2004 and 2003

	employment. The Plan provides that forfeitures, the unvested portion of Company contributions for terminated participants, will serve to reduce future Company contributions.
	Payment of Benefits Upon retirement, disability, death or termination of employment, participants’ account balances are distributed to the participants in the form of a lump-sum amount equal to the value of the accounts, or installments over a period not to exceed the lives of the participants and their beneficiaries. Participants are allowed to withdraw certain portions of their vested contributions under certain circumstances, subject to penalty.
	Participant loans Participants may borrow from their accounts a minimum of $1,000 up to a maximum of the lesser of $50,000, or 50% of their vested balances. Loan terms range from one to five years or up to ten years for loans used to purchase a primary residence. Loans are secured by the balances in participants’ accounts and the interest rate is determined by prime +1% at the time of the loan. Principal and interest is paid ratably through semi-monthly payroll deductions.
	Forfeited Accounts At December 31, 2004 and 2003 forfeited non-vested accounts totaled $151,813 and $68,361, respectively. These accounts will be used to reduce future employer contributions. In 2004, employer contributions were not reduced from activity of forfeited non-vested accounts.
2.	Summary of Significant Accounting Policies
	Basis of presentation The financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States of America.
	Investment valuation The Plan’s investments in mutual funds are stated at market value based on the latest quoted net asset value per share. The Plan’s investment in DoubleClick common stock is stated at market value as determined by the latest quoted market prices. Participant loans are valued at cost, which approximates fair value.
	Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and disclosures at the date of the financial statements and the reported amounts of total additions and deductions in the statement of changes in net assets available for benefits. Actual results could differ from those estimates.

5

DoubleClick Inc. 401(k) Plan

Notes to Financial Statements
December 31, 2004 and 2003

	The Plan invests in mutual funds that hold various securities including U.S. Government securities, corporate debt instruments and common stocks. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in values in the near term would materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits.
	Income recognition Dividends, interest income, and capital gain distributions from mutual funds are recorded as earned.
	Administrative expenses The Company pays a portion of Plan expenses, including custodian fees and brokers commissions, incurred in the management and administration of the Plan. In 2004, the Plan’s administrative fees of $500 were paid by the Company.
	Payment of benefits Benefits are recorded when paid. At December 31, 2004 benefits payable to participants were $9,969.
3.	Investments
	As of December 31, 2004, the Plan’s investments were as follows:

DoubleClick Inc. Common Stock, 930,944 shares	$	7,242,748	*
Van Kampen Comstock Fund		4,818,149	*
Euro Pacific Growth Fund		3,280,166	*
Jennison US Emerging Growth Fund		2,717,340	*
Jennison Equity Opportunity		1,724,798
Growth Fund of America		6,292,668	*
Oppenheimer Global Fund		3,183,227	*
Dryden Stock Index Fund		2,674,059	*
Dryden Total Return Bond Fund		1,809,287
Franklin US Government Securities		714,694
Jennison 20/20 Focus Fund		178,114
State Street Research Emerging Growth Fund		2,071,540	*
Prudential Stable Value Fund		2,323,237	*
Participant Loans		352,668
Total Investments	$	39,382,695

6

DoubleClick Inc. 401(k) Plan

Notes to Financial Statements
December 31, 2004 and 2003

As of December 31, 2003, the Plan’s investments were as follows:

DoubleClick Inc. Common Stock, 721,726 shares	$	7,433,774	*
MFS New Discovery Fund		2,038,170	*
Van Kampen Comstock Fund		2,808,028	*
Euro Pacific Growth Fund		2,271,564	*
Jennison US Emerging Growth Fund		1,828,525	*
Jennison Equity Opportunity		917,722
Growth Fund of America		4,151,688	*
Oppenheimer Global Fund		2,556,729	*
Dryden Stock Index Fund		2,436,925	*
Dryden Total Return Bond Fund		1,382,970
Franklin US Government Securities		617,462
Jennison 20/20 Focus Fund		57,700
Prudential Stable Value Fund		1,635,239	*
Participant Loans		230,940
Total Investments	$	30,367,436

*  Represents 5% or more of the Plan’s net assets

During 2004, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $1,172,788 as follows:

DoubleClick common stock	$	(1,870,633	)
Mutual funds		2,969,226
Collective investment fund		74,195
	$	1,172,788

4.

Nonparticipant-Directed Investments

Participants at their discretion may invest their contributions in any or all of the twelve investment fund options offered under the Plan. However, the Employer’s contributions to the Plan are automatically invested in the DoubleClick Inc. Common Stock Fund (the “Stock Fund”). As of December 31, 2004 and 2003, the net assets of the Stock Fund were $7,242,748 and $7,433,774, respectively. The components of the changes in net assets relating to the Stock Fund are as follows:

7

DoubleClick Inc. 401(k) Plan

Notes to Financial Statements
December 31, 2004 and 2003

Year ended December 31, 2004
Changes in net assets
Net depreciation	$	(1,870,633	)
Contributions		2,358,091
Benefit paid to participants		(647,121	)
Transfers to participant-directed investments		(31,363	)
Net Change	$	(191,026	)

5.	Plan Termination
	While the Company has not expressed an interest to terminate the Plan, it reserves the right to amend or terminate the Plan at any time, subject to the requirements and penalties of ERISA. No such amendment shall have the effect of diverting the whole, or any part, of the assets or income of the Plan for purposes other than for the exclusive benefit of participants and their beneficiaries. In the event of discontinuance and/or termination of the Plan, participants will become 100% vested in the Company contributions and net assets of the Plan will be allocated among the participants and their beneficiaries in accordance with the provisions of ERISA.
6.	Tax Status
	The Internal Revenue Service determined and informed the Company by a letter dated December 13, 2004, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code. The Plan has not been amended since receiving the determination letter. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
7.	Related Party Transactions
	Certain Plan investments are shares of mutual funds managed by Prudential Retirement Services (the “Trustee”) of the Plan. In addition, one of the investment options of the Plan consists of Common Stock of the Plan sponsor, DoubleClick Inc. Transactions with the Trustee and the Company qualify as party-in-interest transactions.
8.	Concentration of Credit Risk
	The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits. At December 31, 2004, Plan participants’ accounts that are invested in the Company’s common stock investment option, which amount to $7,242,748 or 18% of net assets available for benefits, are exposed to market risk in the event of a

8

DoubleClick Inc. 401(k) Plan

Notes to Financial Statements
December 31, 2004 and 2003

	significant decline in the value of the Company’s common stock.
9.	Reconciliation to Form 5500
	The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2004 and 2003, to Form 5500:

	2004			2003
Net assets available for benefits per the financial statements	$	39,942,769		$	30,792,486
Less: Amounts requested by participants to be withdrawn from the Plan but have not yet been paid		(9,969	)		(14,048	)
Net assets available for benefits per the Form 5500	$	39,932,800		$	30,778,438

The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 2004, to Form 5500:

Benefits paid to participants per the financial statements	$	3,673,212
Add: Amounts requested by participants to be withdrawn from the Plan but have not yet been paid at December 31, 2004		9,969
Less: Amounts requested by participants to be withdrawn from the Plan but have not yet been paid at December 31, 2003		(14,048	)
Benefits paid to participants per Form 5500	$	3,669,133

9

DoubleClick Inc. 401(k) Plan

Schedule H – Line 4i
Schedule of Assets (Held at End of Year)
As of December 31, 2004

Schedule I

						(e)Current
(a)	(b) Identity of Issue	(c) Description of Investment	(d) Cost			Value
	State Street Research Emerging Growth Fund	Mutual Fund			**	$	2,071,540
	Van Kampen Comstock Fund	Mutual Fund			**		4,818,149
	Euro Pacific Growth Fund	Mutual Fund			**		3,280,166
*	Jennison US Emerging Growth Fund	Mutual Fund			**		2,717,340
*	Jennison Equity Opportunity	Mutual Fund			**		1,724,798
	Growth Fund of America	Mutual Fund			**		6,292,668
	Oppenheimer Global Fund	Mutual Fund			**		3,183,227
*	Dryden Stock Index Fund	Mutual Fund			**		2,674,059
*	Dryden Total Return Bond Fund	Mutual Fund			**		1,809,287
	Franklin US Government Securities	Mutual Fund			**		714,694
*	Jennison 20/20 Focus Fund	Mutual Fund			**		178,114
*	Prudential Stable Value Fund	Collective Investment Fund			**		2,323,237
*	DoubleClick Inc. Common Stock	Common Stock	$	8,254,202			7,242,748
	Total Investments					$	39,030,027
Participant Loans*		Interest rate charged in 2004: 4.26% - 10.5%
		Range of Maturity: 1-5 years				$	352,668

*  Denotes party in interest

**  Cost information is not required for participant directed investments and therefore is not included.

10

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, DoubleClick Inc., the administrator of the DoubleClick Inc. 401(k) Plan, has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

	DOUBLECLICK INC. 401(k) PLAN
By:	Cory Douglas
	VP of Finance and Corporate Controller
	DoubleClick Inc.

June 29, 2005

11

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-90653, No. 333-95105, No. 333-96991 and No. 333-105200) of DoubleClick Inc. of our report dated June 29, 2005 relating to the financial statements of DoubleClick Inc. 401(k) Plan, which appears in this Form 11-K.

PricewaterhouseCoopers LLP

New York, New York
June 29, 2005

12