1
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

________________________________

FORM 10-K

(Mark One)
[x] Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the fiscal year ended: December 31, 1996

[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________ to ____________

Commission File Number 1-11797

__________________________

INFOSEEK CORPORATION
(Exact name of registrant as specified in its charter)

California 77-0353450
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

2620 Augustine Drive, Suite 250, 95054
Santa Clara, California 95054 ----------
---------------------------------------- (zip code)
(address of principal executive offices)

Registrant's telephone number, including area code: (408) 567-2700

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock,
$0.01 par value
(Title of Class)

______________________________

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

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

The aggregate market value of voting stock held by non-affiliates of
the registrant as of March 14, 1997, was $90,980,644 based upon the last
sales price reported for such date on the NASDAQ National Market System. For
purposes of this disclosure, shares of Common Stock held by persons who hold
more than 5% of the outstanding shares of Common Stock and shares held by
officers and directors of the registrant, have been excluded in that such
persons may be deemed to be affiliates. This determination is not necessarily
conclusive.

At March 27, 1997, registrant had outstanding 26,007,760 shares of
Common Stock.

__________________________________

DOCUMENTS INCORPORATED BY REFERENCE

(1) Parts II and IV incorporate by reference from the Annual
Report to Stockholders for the fiscal year ended December 31,
1996 (the "Annual Report").

(2) Part III incorporates certain information by reference from
the definitive proxy statement for the Annual Meeting of
Stockholders to be held on May 29, 1997 (the "Proxy
Statement").

================================================================================
2
PART I

ITEM 1. BUSINESS

This Annual Report on Form 10-K (the "Report") contains certain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Actual results and the timing of certain events could differ
materially from those projected in the forward-looking statements as a result of
the Risk Factors set forth on page 19 of this Report and other factors discussed
elsewhere in this Report.

Infoseek develops and provides branded, comprehensive Web-based
navigational services that help users access and personalize the vast resources
of the Internet. Infoseek Service is a free service targeted at individual
business and consumer users. The Company believes that Infoseek Service goes
beyond the functionality offered by other search engines and directory
services, by aggregating and packaging the resources of the Internet to serve
the unique and personal interests of each user and create a rich Internet
experience. Infoseek's search engine is able to deliver high accuracy due to
its sophisticated technology that is able to respond to "natural language"
queries.

The Company is based in Santa Clara, California, and was incorporated
under the laws of the State of California on August 30, 1993.

INDUSTRY BACKGROUND

The Internet was originally created by the U.S. government to
facilitate the exchange of information and electronic mail ("email") between a
limited number of academic institutions, defense contractors and government
agencies. The Internet was commercialized in the late 1980s and 1990s and
technological enhancements have since extended the Internet's reach to
consumers and businesses. The most important technological enhancement to the
Internet was the creation of the World Wide Web (the "Web") in the early 1990s.
The Web is an interactive environment, which facilitates the exchange of
multimedia-rich information and entertainment resources among users worldwide.
In addition, technological developments have enabled consumers and businesses
to use the Web for buying and selling products and services.

Navigating the Web

The rapid growth in content on the Web combined with the Web's
unindexed nature presents significant challenges for business and consumers
seeking Internet-based information and resources. Until the emergence of
navigational tools, users had to know a lengthy Web address for each specific
site, or had to move from Web site to Web site using hypertext links, searching
for relevant information. Content providers and advertisers also faced
difficulties in making the existence and location of their Web sites widely
known and available to their target audiences.

A number of tools have emerged to assist users in locating information
on the Web, including Web directories and search engines. Web directories are
typically compiled manually and list Web sites

-2-
3
by specific topics of interest. Directories generally list Web sites by their
hypertext address, enabling a user to go directly to the listed site by
clicking on the address. Entries in a directory also may contain Web site
descriptions or reviews. Search engines offer users the ability to search Web
sites based upon specific word or phrase queries. Search engines typically use
automated software that "crawls" the Web to continuously capture and store
updated Web site information. The information is then indexed in a database in
order to provide immediate retrieval of relevant Web site listings in response
to a query.

Although search engines and directories help users navigate the Web,
the Company believes that these tools have certain limitations and that there
is an opportunity to provide added value to the user experience. One of the
problems not solved by most search engines and directories is that once users
have found specific Web sites of interest, the services do not place that
information in a broader context of other related and relevant Web resources.
Users must often make iterative searches or move from Web site to Web site in
order to achieve a complete response to their search, find related information
and feel that they have fully explored the Internet resources available to
them.

The Company believes that there is an opportunity to provide more
comprehensive services that not only provide specific and relevant responses to
business and consumer searches, but also point the user to related content
resources of the Web in a way that serves a user's unique and personal
interests and creates a richer, more relevant Internet experience. The Company
believes that users will respond to services that aggregate specific and
relevant responses to queries with other relevant and related Web sites,
targeted advertising, personalized news services, discussion groups, and other
resources. The Company believes that services which bring together relevant
content from among the vast resources on the Internet will enhance the user's
Internet experience, attract a high volume of traffic and build brand loyalty.

Advertising on the Web

As the number of Internet users and content providers increase, the
Internet has begun to develop the attributes of a conventional mass medium,
where advertising subsidizes content delivered to users. Advertisers have
recognized that the interactive nature of the Internet can provide an
environment where advertising may become a more effective relationship building
media than it is in other more conventional print and broadcast media. The
interactive and global nature of the Internet has the potential to enable
advertisers to target specific audiences, measure the popularity of advertising
content and make timely changes in response, reach worldwide audiences
cost-effectively, and create innovative and interactive advertisements. The
Company believes that increases in transmission bandwidth through higher speed
Internet connections, and wider multimedia enabling technologies for the Web,
such as Java, VRML and others, will also increase the appeal and effectiveness
of advertisements and make the Web an even more attractive platform for
advertising.

Advertisers currently face difficulties, however, in understanding the
volume and demographics of the user base on the Web. As a result, advertisers
can find it difficult to make the existence and location of their
advertisements widely known and target their audiences effectively. The
Company believes that, in the near term, advertisers will migrate to sites
which can offer a high number of impressions per day. The Company also
believes that, over time, advertisers will be attracted to those

-3-
4
services that experience a high volume of traffic, track users carefully and
deliver advertisers audiences that fit specific buying profiles. In order to
provide such audiences to advertisers, services and sites must develop
technologies to enable them to conduct complex demographic and psychographic
profiling of their consumers. By understanding their audiences, services and
sites will be able to match advertisements with buyers, resulting in targeted,
high impact advertising ("narrowcasting" or "microcasting"). The Company
believes that those sites and services which both garner a high volume of
traffic and offer advertisers the ability to target specific audiences
effectively will be in the best position to take advantage of the advertising
opportunity on the Web.

THE INFOSEEK SOLUTION

Infoseek develops and provides branded, comprehensive Web-based
navigational services that help users access and personalize the vast resources
of the Internet. Infoseek Service not only provides specific and relevant
responses to business and consumer searches, but also aggregates and packages
the resources of the Internet in order to serve a user's unique and personal
interests. By integrating the capabilities of a search engine and a directory,
Infoseek packages specific responses to search queries with communities of
relevant Web, USENET and branded third party content and targeted, related
advertising. By creating communities of related information in real-time for
users, Infoseek Service satisfies the needs of businesses and consumers to
access relevant and related information, the needs of content providers to
reach interested audiences, and the needs of advertisers to deliver
advertisements to a targeted group of potential buyers.

With every search on Infoseek Service, the user receives some or all
of the following: specific and relevant Web site listings in response to the
query, a directory of other related Web sites listed by topic, related and
appropriate advertising, unique editorials on related subjects by well-known
third party content providers and links to relevant discussion groups and other
resources.

The Company's search service integrates search and directory
functions, providing not only specific responses to user queries, but also
direct links in real-time to areas of content that are related to the specific
request. Infoseek Service offers an intelligent way to guide accurate,
organized, and comprehensive query results. Through this approach, users can
either find specific answers to a search query or access a broader environment
of other relevant and related information on the Internet.

Infoseek Service incorporates timely and unique third party content
from a variety of leading media publishers. The range and breadth of material
on the Web is often confusing for consumers, which makes branded, credible
information providers more visible and valuable. Infoseek believes it adds
value to the consumer experience by including editorial material from these
branded content providers in response to user searches. Current third party
content providers include Reuters, PR Newswire and Business Wire.

Infoseek Service also offers a focused search tool, Ultraseek, which
gives power users, or those who want a "search only" service, a way to fully
exploit Infoseek's technology and search the entire real-time index of the Web
using either natural language queries or special search expressions. A search
from

-4-
5
within Ultraseek will return only a list of relevant Web pages and exclude
related information included in a general Infoseek search.

The Company plans to continue to enhance the attractiveness of its
service to users through additional features and functionality. Infoseek has
developed several enhancements to Infoseek Service, which allow for
personalization of content and advertising according to user interests. This
feature allows users to create permanent filters for Internet-based information
such as newswires, stock quotes, USENET listings and other Internet resources.
A personalization option also prompts users to enter the city, state and zip
code where they are located to obtain information such as local weather, movie
or television listings.

The Company believes that by matching the interests of users with
appropriate content and advertisements and by offering the significant traffic
generated by Infoseek's services, it delivers better value to content providers
and advertisers seeking to reach larger or more targeted audiences. The
Company believes that through its service, content providers gain increased
exposure to interested users since these users are linked to broader
communities of related content when undertaking search requests. For example,
Sportsline, one of the Company's third-party providers, would be listed in
response to most queries regarding sports related items.

Infoseek's services provide advertisers with an increased ability to
undertake measurable, targeted, cost-effective and interactive advertising on
the Internet. The Company's services provide advertisers with the flexibility
to target the mass audience of the Internet by advertising on the Company's
general search pages, to target special interest groups by placing
advertisements on directory pages, or, to narrowcast advertisements to specific
audiences by placing advertising only when the user's query contains a specific
word that has been designated as a key word for a particular advertiser. The
Company believes that each of these types of advertising can provide
significant value to advertisers. While larger, mass market campaigns increase
brand awareness, narrower campaigns through directory ads or keyword ads
provide opportunities to engage in high response, product specific advertising.

The Company currently is testing Ultramatch, an advertising and
management system designed to create a user profile based on real, anonymously
observed user behavior to allow precise, targeted advertising. Ultramatch,
developed jointly with Aptex Software, a division of HNC Software, Inc.
("Aptex"), utilizes real time behavioral tracking technology and is based upon
neural network technology developed by Aptex and is expected to be released in
1997. The Company believes that this innovative advertising approach, which
will allow advertisers to microcast advertisements to specific user types based
on sophisticated analysis of searching behavior, should significantly
differentiate the Company's services. The Company's current estimate of the
timing of the commercial release of the Ultramatch technology is a
forward-looking statement that involves risks and uncertainties. The actual
timing of such release could differ materially from that noted in this forward-
looking statement as a result of certain factors, including the complexity of
this software and the risks inherent in the development and deployment of this
technology. See "Risk Factors -- Dependence on Technology Suppliers."

The Company's objective is to establish itself as the dominant branded
media navigation and content aggregation service provider on the Internet. The
Company seeks to build a high volume of

-5-
6
traffic on its services to provide a preferred platform for content providers
and advertisers to reach their target audiences. At the core of the Company's
strategy, the Company seeks to provide real-time, content rich Web communities
that create value for the user and establish the Company's platform as an
attractive medium for advertisers.

THE INFOSEEK SERVICE

Infoseek Service, is a navigation and content aggregation service
targeted towards individuals, whether in businesses or at home, and offered
free to users. The Company plans to continue to introduce new services for
individual and organizational markets over time. Infoseek Service provides to
the user fast and relevant search results in response to the user's query.
Moreover, Infoseek Service's integrated search and browse functions guide the
user to a real-time generated, personalized, Web community related to the area
of inquiry. Infoseek Service is offered free of charge to Internet users.

Infoseek Service integrates multiple methods of obtaining information
from the Internet. Users are presented with four principal resources --
Search, Directory, Content Feeds and Service Links -- from which they can
launch specific queries, browse or access proprietary content.

. Search: The Search function allows the user to effect
query-based searches of the Web, USENET News and other premium
content databases or the Directory. To perform a search, a
user types a query in the search box and is then presented a
highly specific response from a search of the entire database.
A search can be effected using either simple keywords,
phrases, full text (natural languages) or more advanced
formalogic formats using expanded syntax. The Search function
utilizes sophisticated techniques to allow users to obtain
specific results for queries, such as "AT&T", "NeXT," "49ers"
or "Vitamin C," which can pose significant challenges to other
search services, due to the case sensitive, numerical or
singular letter aspect of the query. Infoseek Service has won
a number of industry awards including "Best of the Test"
(Internet World May 96), "Number 1 Rated Search Engine" (PC
Computing Sept. 95) and "MVP: Internet Tools" (PC Computing
Dec. 95).

. Directory: The Infoseek Directory is a hierarchical listing of
Web pages that have been selected and abstracted by the
Company and organized by category. Directory enables a user
to click on a directory entry such as Arts & Entertainment or
Sports, and to look through a hierarchy of relevant Internet
sites for areas of interest. For example, under Sports, the
user can proceed from Baseball to Players, and finally, to Ken
Griffey Jr. Directory assists the user by providing abstracts
of each directory entry. In addition, the Company has
licensed certain technology from Aptex which allows the
Company to automatically and continuously update the Company's
Web Directory. Infoseek has been using this technology to
automate the construction of Directory categories, the
assignment of Web pages to each Directory category, as well as
to increase the number of entries in the Directory. As of
December 31, 1996 the Company had increased its directory of
Web sites to over 500,000, the most sites in a directory
provided by a search and navigation service at that time.

-6-
7
. Content Feeds: Content feeds from a variety of third party
services provide users with high quality, up-to-date
information from a variety of familiar, reputable sources.
For example, the Infoseek News Center offers users the latest
business, world, political, technology and sports news from a
variety of data sources such as Reuters, Business Wire, PR
Newswire, and Usenet news groups. News that matches the
user's query is delivery as part of a search result. These
content feeds allow the Company to provide a vast amount of
information that is attractive to businesses and consumers
without the need for the Company to expend its resources to
generate and update this data.

. Service Links: Users can be directly linked to third party
sites by clicking on several different title bars listed at the
side of the search screen or icons presented on the Infoseek
page. Pursuant to arrangements with NYNEX and UPS, users can
access the BigYellow on-line yellow pages directory or the UPS
tracking system by clicking on those links. The standard
Internet advertising on Infoseek also contains direct links to
the advertisers' home page. Without direct hypertext links
such as these a user must either conduct a new search or know
and enter a precise URL to move to another site.

Infoseek Service operates with most popular Web browsers. Although
browser features vary by manufacturer and version, Infoseek Service
automatically configures itself to conform to the specific features of each
user's browser. Where available, Infoseek Service employs advanced features
such as frames, which organize the screen format into clickable areas to
enhance the usability of the service and the appeal to advertisers.

TECHNOLOGY

The Company believes it can differentiate itself by developing
innovative proprietary technology and integrating technology licensed from
third parties where appropriate. The Company's strategy is to develop and
license only technologies that are able to scale with the growth in content on
the Internet, in order to enable the Company to cost-effectively adapt and grow
with the Internet.

Core Search Engine Technology

The Company's current search engine technology is based upon
Ultraseek, an enhanced search technology that was integrated into Infoseek's
services in the fourth quarter of 1996 to offer a new approach to information
retrieval that provides users enhanced levels of accuracy, currency,
comprehensiveness and speed. Ultraseek includes built-in intelligence with
features such as phrase, capitalization and proper name recognition.

The Company's award-winning search engine seeks to deliver high
accuracy, which is characterized by the level of precision and the level of
recall. Precision and recall are two criteria by which the effectiveness of a
search engine technology is often measured. Precision is a measure of how
effectively a search engine calculates the relevance of documents that match
the query. Recall is a measure of what percentage of the total number of
relevant documents in the database are found during

-7-
8
the search. Together, these two measures of search engine performance tend to
be the most important factors to users in evaluating the accuracy and
usefulness of a search engine. For example, in a database of 100 documents
with two documents that exactly match the desired query, the ideal search
engine would retrieve only the two matching documents, thereby achieving both
100% precision and 100% recall.

In addition, due to the dynamic nature of the Internet, the retrieval
of up-to-date information has become another key factor for the evaluation of
Internet search services. To bring current information to the user, the
Company is developing technology to refresh its entire database of Web pages no
less frequently than every four weeks, while regularly updating with new Web
pages. This enables Infoseek Service to deliver accurate, relevant and
up-to-date search results.

Infoseek's search engine is able to recognize proper nouns and analyze
keyword proximity. A request in Infoseek Service for "Pete Rose" will return
the former baseball player and not a large selection of flowers or other
persons named "Pete," thereby retrieving more accurate results. In addition,
the technology is case-sensitive, so that it can distinguish between a search
for "NeXT," the technology company recently acquired by Apple Computer, Inc.,
and "next," the common word. Another key element of the technology include its
ability to "stem" words so that tenses and inflections of a word (such as stop,
stops, stopped and stopping) are considered in the search. Stemming,
improperly performed, results in the retrieval of large volumes of irrelevant
information. The technology also makes use of operators that can filter
documents by either requiring a specific term to appear in all search results
or rejecting any results containing a specific term. Field operators are also
used so that a search term may be linked to or excluded from a specific
portion, or field, of a document, such as the title of a document.

To facilitate the ease of use of the service, Infoseek Service
includes a sophisticated technology to interpret "natural language" queries.
Although many current search engines also provide natural language
capabilities, the results achieved may differ dramatically. The Infoseek
technology is based upon a weighting of various factors such as the case of the
words in the search phrase, how common the words appear in usage, word
proximity and how the words appear in the pages searched. By using the
stemming, case-sensitivity, word proximity, operators and other algorithms in
the search engine, Infoseek Service is able to retrieve highly accurate and
relevant results.

The Company has also provided a proprietary Web spider which works to
enhance the performance of the search engine. A Web spider is software that
identifies and catalogs pages on the Web. This catalog, when indexed with text
retrieval software such as the Company's search engine, can be quickly accessed
by keyword or phrase. Together, the search engine technology and the Web
spider technology are used to index Web pages, the Directory and other sources
of content. When the user submits a query, such as "Explain the lyrics to
Penny Lane", the engine searches the Web index created by the Web spider, the
pages indexed in the Directory and other content, to provide a list of 'hits'
ordered by the relevance of the hits to the user's query.

The Company has also licensed certain software technologies from XSoft,
a unit of XEROX, which the Company uses for the linguistic analysis of Web pages
and search terms. This

-8-
9
technology has been licensed to the Company on a partially exclusive basis for
the first year of the five-year contract, which began on March 31, 1996.

In addition, in May 1996 the Company licensed certain technology from
Aptex that allows the Company to update and to enhance the Company's Web
Directory feature automatically. This technology has automated the assignment
of Web pages to each Directory category. This process was previously performed
manually by Infoseek, as it still is at many other Internet search and
navigation technology companies. This technology has been licensed to the
Company for an initial five year term beginning in October 1996. There can be
no assurance that the Aptex technology will function as anticipated or will
provide the intended benefits, and any such deficiency could require the
Company to incur significant increased costs to expand its Directory as
planned. See "Risk Factors -- Technological Change and New Products and
Services" and "-- Dependence on Technology Suppliers."

Advertising Management

Infoseek has developed certain proprietary systems for the
instantaneous placement of advertisements with targeted audiences on
appropriate Infoseek Service Web pages. Infoseek's advertising management
systems are capable of presenting in real-time advertising that corresponds to
a user's inquiry. If certain key words have been purchased by more than one
advertiser, the system automatically determines which advertisement is
displayed based upon the number of impressions under contract and delivered to
date. As part of the Company's proprietary advertising management system,
Infoseek also maintains a database that tracks the number of searches of each
word queried by Infoseek users, the number of browses through each Directory
category and the number of impressions of each advertisement. This system
assists the Company in estimating the number of expected impressions of
specific advertisement options marketed by the Company or otherwise sought by
advertisers.

In April 1996, the Company licensed certain software technology from
Aptex which the Company used to develop its Ultramatch technology, which is
currently in beta testing and is expected to be released in 1997. Ultramatch
is an advertising and audience management system which utilizes real time
behavioral tracking technology to optimize the matching of advertisements with
the appropriate audience. The Aptex technology underlying Ultramatch has been
licensed to the Company for an initial five year term beginning in October
1996. The Company expects that Ultramatch will provide significant
technological improvements to the Company's advertising and audience management
systems. The Company's current estimate of the timing of the commercial
release of the Ultramatch technology is a forward-looking statement that
involves risks and uncertainties. The actual timing of such release could
differ materially from that noted in this forward-looking statement as a result
of certain factors, including the complexity of this software and the risks
inherent in the development and deployment of this technology. As a result,
there can be no assurance that Ultramatch technology will be developed and
deployed on a timely basis, or at all. See "Risk Factors -- Developing Market;
Unproven Acceptance of Internet Advertising and of the Company's Products and
Services," "-- Reliance on Advertising Revenues" and "-- Dependence on
Technology Suppliers."

-9-
10
ADVERTISING SALES

Infoseek derives substantially all of its revenues from the sale of
advertisements. These advertisements appear on the Infoseek Service Web page
when a user enters the service, performs a search, or browses through the
Directory or Toolbar. Advertising revenues represented 82% and 99% of the
Company's total revenues for fiscal 1995 and fiscal 1996, respectively. The
Company believes it has been able to achieve its advertising revenues to date
primarily through the extensive knowledge and relationship-base of its
direct-sales force and through the products and technological advantages it can
offer advertisers.

Sales Force

As of December 31, 1996, Infoseek's advertising sales staff consisted
of 19 representatives located in Santa Clara, New York, San Francisco, Atlanta
and Boston. The staff collectively has advertising experience at media firms
such as Anderson Lembke, Cahners Publishing, Foote Cone & Belding, Inc.,
Hachette Filipacchi, Hearst New Media, Time Warner, New York Times Magazine, US
News & World Report, Inc., and Yankee Publishing Inc. The Company believes
that having an internal sales force with significant prior experience will
allow it to better understand and meet advertisers' needs, increase its access
to potential advertisers and maintain strong relationships with its existing
base of advertising clients.

In November of 1996 the Company introduced Infoseek Network, a new
initiative to allow the Company to sell advertising on third-party Internet
sites. The Infoseek Network benefits both advertisers and third-party hosts by
allowing advertisers to increase the reach and frequency of their messages and
enabling third-party sites to more easily sell their ad space. In March
1997 the Company and Hoover's, Inc. ("Hoover's") entered into a strategic
agreement which integrates Hoover's Company Information Service and the
Infoseek Service as part of the Infoseek Network.

International Advertising

Infoseek is expanding internationally to maintain its popular presence
on the Web. In 1996 the Company launched translated versions of its Infoseek
Service in French, Spanish and German. To further capitalize on the
foreign-language capabilities of the Infoseek Service in 1996 the Company
established strategic advertising sales partnerships with advertising
representative firms in Germany and Italy. The Company also is pursuing
advertising sales partnerships in other European countries and Sweden. In
addition, Infoseek's U.S. sales force is able to sell advertising on the
Company's foreign sites to U.S. advertisers who want to reach non-English
speaking customers. See "Risk Factors -- Risks Associated with International
Expansion."

The Company launched a Japanese language version of the Infoseek
Service in the latter half of 1996. In Japan, advertising the Infoseek
products is accomplished through a strategic development, marketing and
advertising sales agreement with Digital Garage Inc., established in the third
quarter of 1996. Digital Garage also is responsible for maintaining the
Japanese section of the Infoseek site and for

-10-
11
marketing and sales activities in Japan. See "Risk Factors -- Risks Associated
with International Expansion."

Advertising Products and Pricing

The Company offers advertisers four main advertising options that may
be purchased individually or in packages -- search results, topic directory,
keyword and special placement. These options all contain hypertext links to
the advertiser's home page.

. Search Results: Search results advertisements rotate on a
random basis throughout Infoseek Service. Search results
advertising offers advertisers seeking to establish brand
recognition across the broad, general population the broadest
reach of Infoseek users. Search results advertisements are
typically sold in blocks of one thousand impressions to be
generated over a four week period. The current cost per
thousand impressions, ("CPM") ranges from $18 to $26 depending
upon the number of impressions purchased.

. Topic Directory: Topic directory advertisements appear when
an Infoseek user browses through Directory topic pages, such
as Business, Computers, Entertainment and Travel. These
advertisements allow advertisers to target an audience with a
specific area of interest. Like search results
advertisements, topic directory advertisements are sold in
blocks of impressions over a four week period. Because of the
greater selectivity of the audience, current CPMs range from
$35 to $45.

. Keyword: Keyword advertisements are displayed when an
Infoseek user's search contains a particular keyword selected
by the advertiser. This option offers the advertiser a highly
targeted, self-selected audience. Through its proprietary
advertising management system, the Company tracks every word
that is queried by Infoseek users. From it, the Company has
identified keywords that are most frequently queried by
Infoseek users and requested by advertisers. The current four
week rate card CPM for a keyword is $55 for a non-exclusive
buy.

. Special Placement: Special placement advertisements are
displayed on special feature pages, within certain Directory
topic pages and in other manners customized to the needs or
requests of the advertiser. Special placement advertisements
include Infoseek Spotlight, introduced in the fourth quarter
of 1996, which allows advertisers to sponsor a designated
Directory page by placing information about the company at the
bottom of the Directory page with a direct link to the
advertiser's home page. Advertisers may also purchase
advertisements placed on special editorial pages. The Company
seeks to bundle these advertising options to create packages
that offer the greatest value to advertisers. Pricing for
special placements is determined on a case-by-case basis.

-11-
12
enabling third-party sites to more easily sell their ad space. In the first
quarter of 1997, Hoover's Company Information Service was integrated with the
Infoseek Service as part of the Infoseek Network.

During 1996, over 400 advertisers placed advertisements on the
Company's service. For the year ended December 31, 1996 one customer, NYNEX,
which has a representative on the Company's Board of Directors and owns a
substantial amount of the Company's common stock, accounted for 13% of
revenues. Other than NYNEX, no one advertiser accounted for 10% or more of the
Company's revenues for the year ended December 31, 1996. To date, most of
Infoseek's contracts with advertisers have terms of three months or less.

Technological Advantages for Advertisers

The online medium offers advertisers the ability to "narrowcast" their
advertisements. For example, car manufacturers can display their
advertisements when a user executes a car-related search. Infoseek's
technology additionally enables clients to monitor the effectiveness of their
advertisements by tracking click-through rates (the number of viewers who click
to an advertiser's site) to learn more about their target audiences. Infoseek
advertising sales representatives work closely with advertisers to understand
the data and integrate it into their overall advertising strategy. The Company
is exploring new technologies to enhance user behavior tracking and advertising
management capabilities.

The Company currently is testing Ultramatch, an advertising and
management system designed to create a user profile based on real, observed
user behavior to allow precise, targeted advertising. Ultramatch, developed
jointly with Aptex, is based upon neural network technology developed by Aptex
and is scheduled for release in 1997. The Company believes that this
innovative advertising approach, which will allow advertisers to microcast
advertisements to specific user types based on analysis of searching behavior,
should significantly differentiate the Company's services. The Company's
current estimate of the timing of the commercial release of the Ultramatch
technology is a forward-looking statement that involves risks and
uncertainties. The actual timing of such release could differ materially from
that noted in this forward-looking statement as a result of certain factors,
including the complexity of this software and the risks inherent in the
development and deployment of this technology. As a result, there can be no
assurance that Ultramatch technology will be developed and deployed on a timely
basis, or at all. See "Risk Factors -- Developing Market; Unproven Acceptance
of Internet Advertising and of the Company's Products and Services," "--
Reliance on Advertising Revenues" and "-- Dependence on Technology Suppliers."

MARKETING AND DISTRIBUTION

Marketing

The Company's strategy is to build brand awareness for Infoseek
through online and trade advertising, trade shows, broadcast radio, print media
and promotions. The Company's current print media campaign includes
aggressively marketing in publications such as Businessweek, Newsweek, Time,
the New York Times, the Wall Street Journal and Advertising Age. In addition,
the Company cross-

-12-
13
promotes with content providers through advertising swaps both in online media
and traditional print and broadcast media.

In addition, the Company seeks to establish relationships with key
marketing partners. To that effect, the Company has entered into a
co-marketing relationship with Sun Microsystems, Inc. ("Sun") under which
Infoseek has agreed to use Sun equipment exclusively for use with the Infoseek
branded search service. In return, Infoseek will receive advantageous terms on
its purchases of certain Sun equipment and the two companies shall widely
promote each other's products and services.

Distribution

The Company seeks to form relationships that maximize audience reach
and create alternate distribution channels to the Company's services. The
Company has developed the following significant distribution relationships:

Browser Vendors: The Company has relationships with Netscape,
Microsoft, and Backweb, each of which distributes software to its customers
which is used to navigate the Web. Infoseek Service is listed by each of these
companies as a navigational service available to their users. The terms of
these relationships vary widely, both in the prominence given to Infoseek
Service relative to other alternatives and the compensation paid by Infoseek
for advertising. All of these companies feature Infoseek Service as a key
navigational tool and engage in certain promotional activities.

Since March 1995 the Company's service has been listed as a navigational
service on the Netscape Web page accessible via the "Net Search" button. Through
March 1996, the Company's service was listed as the sole premier navigational
service on Netscape. In March 1996, Infoseek entered into a new agreement with
Netscape which provided for Infoseek to be listed as a non-exclusive provider of
navigational services on Netscape's Web page for the period April 10, 1996 to
March 31, 1997. Currently, Netscape's Web page displays four additional premier
providers and Infoseek's current agreement with Netscape provides for payments
of up to an aggregate of $5 million to Netscape over the one-year term of the
agreement. In March 1997 the Company renewed its agreement with Netscape under
terms which extend the current contract through April 1997 and thereafter
provides for Infoseek Service to be one of five premier providers displayed on
Netscape's Web page for the period of May 1, 1997 through April 30, 1998.
Infoseek's agreement with Netscape provides for payments of up to an aggregate
of $12,500,000 to Netscape over the term of the agreement. There can be no
assurance that the Company will be able to maintain or increase its current
level of traffic and any failure to do so could materially and adversely impact
advertising revenues. In addition, the Company cannot anticipate the impact of
any changes Netscape may make to this service, to its Web page or its other
services, or the effect on advertising revenues that may be generated from such
traffic. For example, is possible that any increased presence on Netscape under
the terms of the March 1997 agreement could generate traffic that exceeds the
Company's service capacity. Any interruption in service would adversely affect
advertising revenues. In the alternative, if traffic is decreased significantly
as a result of changes in the Netscape relationshipo or for other reasons, and
the Company is unable to develop alternative viable distribution channels,
advertising revenues would be adversely affected yet the remaining Netscape
obligation due in the first quarter of 1997, $1,250,000, would not be reduced,
the result being that the Company's business, results of operations and
financial condition would be materially and adversely affected. See "Risk
Factors -- Change in Strategic

-13-
14
Relationships" and "--Capacity Constraints and System Failure".

Since August 1995, the Infoseek Service has been listed as a
navigational search service available to users from various "Search Referral
Sources" by Microsoft. Effective as of January 1997, the Company renewed its
Search Services Agreement with Microsoft under terms which extend the search
referral relationship through April 1997. As consideration for the listing of
the Infoseek Service by Microsoft, the Company will display the Microsoft
Internet Explorer logo and Microsoft advertising banners on the Infoseek Service
search results page in relative proportion to the number of search referrals
originating from Microsoft.

Strategic Relationships: In March 1996, the Company and NYNEX entered
into a one year agreement which provided that from May 1996 until May 1997 the
Company prominently display the BigYellow logo, representing NYNEX's
interactive shopping directory, as the exclusive comprehensive shopping
directory within Infoseek Service. NYNEX agreed to pay to the Company up to an
aggregate of $4.6 million in monthly payments, which amount could be decreased
proportionately if the number of impressions of the BigYellow logo fell below a
specified number. NYNEX may extend the term of this original agreement for
additional one year periods, with the fee to be determined based upon
Infoseek's then current advertising rate structure. In addition, NYNEX has the
right to cancel or renegotiate the agreement based upon certain relative
traffic volumes on the BigYellow and Infoseek Service sites. In February 1997
the Company and NYNEX amended this agreement to extend its terms through June
1998 in exchange for an additional $1.4 million, for a total of $6.0 million
in monthly payments ($2.5 million of which was previously paid under the terms
of the original agreement). Pursuant to the amended contract, the companies
have eliminated certain exclusivity and reimbursement provisions but otherwise
have retained substantially the same terms and conditions as the original
agreement. There can be no assurance, however, that the NYNEX arrangement will
prove to be mutually beneficial, that it will be continued after its amended
term or that the Company will be able to produce the levels of traffic required
to maintain the contract under its present terms or at all. See "Risk Factors
- -- Potential Fluctuations in Future Results" and "-- Changes in Strategic
Relationships."

In March 1997 Infoseek and Cable News Network ("CNN") signed an
agreement to feature the Infoseek Service exclusively on CNN's three Web sites
- -- CNN Interactive, CNNfn Interactive, and AllPolitics -- giving users the
ability to search instantly within CNN's sites or the entire Web for
additional information related to a news story. Under the terms of the
agreement, the Company is required to pay certain monthly minimums over the one
year term of the agreement. An Infoseek button will be prominently featured on
all pages of each of CNN's sites. In addition, most CNN news stories will
include an option to instantly search the Internet, using the Infoseek Service,
for information related to the article's subject. As part of the agreement,
CNN will also use Infoseek's search technology within the CNN sites to allow
users to search CNN Interactive, CNNfn Interactive and AllPolitics, and future
CNN and Turner Entertainment Web sites will also feature Infoseek's search and
navigation services. These new services are scheduled to be available on the
CNN web sites beginning in March. The Company's current estimate of the timing
of the commercial availability of the Infoseek Service on the current or future
CNN sites is a forward-looking statement that involves risks and uncertainties.
The actual timing of such availability could differ materially from that noted
in this forward-looking statement as a result of certain factors, including the
success of the Company and CNN in deploying the technology linking the sites
and establishing Company search technology within the CNN sites. As a result,
there can be no assurance that the Infoseek Service will become commercially
available on the CNN sites within the time frame stated above, or at all. See
"Risk Factors -- Change in Strategic Relationships."

-14-
15
In March 1997 the Company and Hoover's, Inc. ("Hoover's") entered into
an agreement which integrates Hoover's Company Information Service and the
Infoseek Service. As part of this relationship, the Company made an equity
investment of approximately $750,000 in Hoover's and received warrants
exercisable for approximately $750,000 of Hoover's common stock. The Company
has also agreed to make available to Hoover's a revolving credit loan of up to
$250,000. Beginning in March 1997 the Company will be the exclusive
advertising provider to Hoover's advertising- and subscriber-supported Web
sites, including Hoover's Online, IPO Central and Cyberstocks and is required
to pay certain monthly minimums to Hoover's during the term of the contract.
In addition, Infoseek will place advertising sales on the Hoover's Business
Resource site provided through America Online.

The Company has expanded its advertising internationally and in the
third quarter of 1996 established a strategic development, marketing and
advertising sales agreement with the Japanese company Digital Garage Inc.
Digital Garage also is responsible for maintaining the Japanese language
section of the Infoseek site and for marketing and sales activities in Japan.

Other Web Sites: Infoseek promotes the creation of hyperlinks between
Infoseek Service and other Web sites. More than 75,000 pages on the Web
currently contain pointers to Infoseek Service, often with the Infoseek logo
prominently displayed on the pages.

COMPETITION

The market for Internet products and services is highly competitive,
with no substantial barriers to entry, and the Company expects that competition
will continue to intensify. In addition, the market for the Company's products
and services continues to develop, is rapidly evolving and is characterized by
an increasing number of market entrants with competing products and services.
A number of companies offer competitive products and services addressing
certain of the Company's target markets. These companies include America
Online, Inc., CompuServe Corporation, Digital Equipment Corporation, Excite,
Inc., Lycos, Inc., Open Text Corporation, Prodigy Services Company and Yahoo!
Corporation. In addition, the Company competes with metasearch services that
allow a user to search the databases of several catalogs and directories
simultaneously. The Company also competes indirectly with database vendors
that offer information search and retrieval capabilities with their core
database products. In the future, the Company may encounter competition from
providers of Web browser software, including Netscape and Microsoft, online
services and other providers of other Internet products and services who elect
to incorporate their own search and retrieval features into their offerings.

Many of the Company's existing and potential competitors have
significantly greater financial, technical and marketing resources than the
Company. The Company may also be adversely affected by competition from
licensees of its products and technology, current and future advertisers, as
well as from its current, future and former content providers. There can be no
assurance that the Company's competitors will not develop Internet products and
services that are superior to those of the Company or that achieve greater
market acceptance than the Company's offerings. Moreover, a number of the
Company's current advertising customers, licensees and licensors have also
established relationships with certain of the Company's competitors and future
advertising customers, licensees and licensors may establish similar
relationships. In addition, the Company competes with online services and
other Web

-15-
16
site operators as well as traditional offline media such as print and
television for a share of advertisers' total advertising budgets. There can be
no assurance that the Company will be able to compete successfully against its
current or future competitors or that competition will not have a material
adverse effect on the Company's business, results of operations and financial
condition. See "Risk Factors -- Intense Competition."

RESEARCH AND DEVELOPMENT

During 1995 and 1996, the Company spent approximately $1,175,000 and
$4,550,000, respectively, on research and development activities. As of
December 31, 1996, the Company had a research and development staff of 41
full-time employees located at the Company's headquarters in Santa Clara,
California.

The Company has developed a new search engine technology, Ultraseek
which has been designed to significantly improve retrieval and Web page
indexing capabilities beyond the ACSIOM technology that the Company licensed
from the University of Massachusetts. The Company has also licensed certain
software technologies from XSoft, a unit of XEROX, which the Company intends to
use for the linguistic analysis of Web pages and search terms. This technology
has been licensed to the Company on a partially exclusive basis for the first
year of the five-year contract, which began on March 31, 1996. Infoseek has
licensed certain technology from Aptex which automates the development of the
Company's Web Directory feature. Infoseek has used this technology to enhance
the Directory development process by automating the creation of Directory
entries, as well as the abstracts within the Directory entries. In addition to
these technologies and services under development, many of the Company's new
products and product enhancements have been only recently introduced and it is
not yet clear that such products will achieve significant market acceptance.
See "Risk Factors -- Technological Change and New Products and Services."

The Company has been working to establish a mirror, or
duplicate, Infoseek Service site and expects this site to be complete and
functioning in 1997. The Company's current estimate of the timing of the
completion of this duplicate service site is a forward-looking statement that
involves risks and uncertainties. The actual timing of such completion and the
capacity of the service provided could differ materially from that noted in
this forward-looking statement as a result of certain factors, including
hardware or software difficulties and the amount of traffic on Infoseek
Service. As a result, there can be no assurance that a duplicate service site
will be operational within the time frame stated above, or at all. In
addition, any duplicate site will create additional operational and management
complexities, including the need for continual updating and maintenance of
directory listings, possibly among geographically dispersed network servers.
See "Risk Factors--Capacity Constraints and System Failure".

INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

The Company's success depends significantly upon its proprietary
technology. The Company currently relies on a combination of copyright and
trademark laws, trade secrets, confidentiality procedures and contractual
provisions to protect its proprietary rights. The Company seeks to protect

-16-
17
its software, documentation and other written materials under trade secret,
patent and copyright laws, which afford only limited protection. The Company
holds one patent and currently has five United States patent applications
pending. There can be no assurance that the pending applications will be
approved, or that if issued, such patents will not be challenged, and if such
challenges are brought, that such patents will not be invalidated. There can
be no assurance that the Company will develop proprietary products or
technologies that are patentable, that any issued patent will provide the
Company with any competitive advantages or will not be challenged by third
parties, or that the patents of others will not have a material adverse effect
on the Company's ability to do business. The Company has registered and
applied for registration for certain service marks and trademarks, and will
continue to evaluate the registration of additional service marks and
trademarks, as appropriate. The Company generally enters into confidentiality
agreements with its employees and with its consultants and customers.
Litigation may be necessary to protect the Company's proprietary technology.
Any such litigation may be time-consuming and costly. Despite the Company's
efforts to protect its proprietary rights, unauthorized parties may attempt to
copy aspects of the Company's products or services or to obtain and use
information that the Company regards as proprietary. In addition, the laws of
some foreign countries do not protect proprietary rights to as great an extent
as do the laws of the United States. There can be no assurance that the
Company's means of protecting its proprietary rights will be adequate or that
the Company's competitors will not independently develop similar technology or
duplicate the Company's products or design around patents issued to the Company
or other intellectual property rights of the Company.

There have been substantial amounts of litigation in the computer
industry regarding intellectual property rights. There can be no assurance
that third parties will not in the future claim infringement by the Company
with respect to current or future products, trademarks or other proprietary
rights, or that the Company will not counterclaim against any such parties in
such actions. Any such claims or counterclaims could be time-consuming, result
in costly litigation, cause product release delays, require the Company to
redesign its products or require the Company to enter into royalty or licensing
agreements, any of which could have a material adverse effect upon the
Company's business, operating results and financial condition. Such royalty or
licensing agreements, if required, may not be available on terms acceptable to
the Company or at all. See "Risk Factors -- Intellectual Property and
Proprietary Rights" and "-- Government Regulation and Legal Uncertainties."

EMPLOYEES

As of December 31, 1996, the Company had 113 full-time employees,
including 41 in research and development, 49 in sales and marketing and 23 in
finance and administration. The Company's future performance depends in
significant part upon the continued service of Robert E.L. Johnson, III, the
Company President and Chief Executive Officer and Steven T. Kirsch, a founder
and the Chairman of the Board of the Company, as well as its other key
technical and senior management personnel, none of whom is bound by an
employment agreement. The Company provides incentives such as salary, benefits
and option grants (which are typically subject to vesting over four years) to
attract and retain qualified employees. The loss or substantial diversion of
the services of the Company's officers or other key employees could have a
material adverse effect on the Company's business, operating results and
financial condition. The Company's future success also depends on its
continuing ability to attract and retain

-17-
18
highly qualified technical and management personnel. See "Risk Factors --
Management of Growth; Need to Establish Infrastructure."

-18-
19
RISK FACTORS

This Report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Actual results and
the timing of certain events could differ materially from those projected in
the forward-looking statements as a result of the risk factors set forth below
and other factors discussed elsewhere in this Report. In addition to the other
information contained in this Report, investors should carefully consider the
following risk factors:

Limited Operating History; Anticipation of Continued Losses. The
Company has a limited operating history, which makes it difficult to manage
future operations or predict future operating results. The Company was formed
in August 1993 and did not commence generating revenues until January 1995.
The Company has incurred significant net losses since inception and expects to
continue to incur significant losses on a quarterly and annual basis for the
foreseeable future. As of December 31, 1996, the Company had an accumulated
deficit of $20.8 million. The Company and its prospects must be considered in
light of the risks, costs and difficulties frequently encountered by companies
in their early stage of development, particularly companies in the new and
rapidly evolving Internet market. There can be no assurance that the Company
will be able to address any of these challenges or will be able to sustain
revenue growth or achieve profitability. Moreover, in 1996 the Company
significantly increased its operating expenses to substantially increase its
sales and marketing operating, develop new distribution channels, broaden its
customer support capabilities and fund greater levels of research and
development. Further increases in operating expenses are planned in 1997. To
the extent that any such expenses are not subsequently and timely followed by
increased revenues, the Company's business, results of operations and financial
condition would be materially adversely affected.

Potential Fluctuations in Future Results. As a result of the
Company's limited operating history as well as the very recent emergence of the
Internet market addressed by the Company, the Company has neither internal nor
industry-based historical financial data for any significant period of time
upon which to base planned operating expenses. The Company expects that its
results of operations may also fluctuate significantly in the future as a
result of a variety of factors, including: the continued rate of growth, usage
and acceptance of the Internet; the rate of acceptance of the Internet as an
advertising medium; demand for the Company's products and services; the
advertising budgeting cycles of individual advertisers; the introduction and
acceptance of new or enhanced products or services by the Company or by its
competitors; the Company's ability to anticipate and effectively adapt to a
developing market and to rapidly changing technologies; the Company's ability
to attract, retain and motivate qualified personnel; initiation, renewal or
expiration of significant contracts with NYNEX, Netscape or others; pricing
changes by the Company or its competitors; specific economic conditions in the
Internet market; general economic conditions and other factors. In addition,
the Infoseek Network, which was recently introduced by the Company, is expected
to generate advertising revenues that would typically carry lower gross profit
margins than those associated with advertising sold on the Company's own Web
site. As a result the Company expects that its gross margins may decline
somewhat to the extent that Network sales become material in amount.
Substantially all of the Company's revenues have been generated from the sale
of advertising and the Company expects revenue for the foreseeable future to
continue to be derived

-19-
20
substantially from advertising sales. Moreover, most of the Company's
contracts with advertising customers have terms of three months or less with
options to cancel at any time. Accordingly, future sales and operating results
are difficult to forecast. The Company's expense levels are based in part on
its expectations as to future revenues and to a significant extent are
relatively fixed, at least in the short term. The Company may not be able to
adjust spending in a timely manner to compensate for any unexpected revenue
shortfall. Accordingly, any significant shortfall in relation to the Company's
expectations would have an immediate adverse impact on the Company's business,
results of operations and financial condition. In addition, the Company may
elect from time to time to make certain pricing service or marketing decisions
or acquisitions that could have a short-term material adverse effect on the
Company's business results of operations and financial condition and may not
generate the long-term benefits intended. Due to all of the foregoing factors,
it is likely that in some future period the Company's operating results may be
below the expectations of public market analysis and investors. In such event,
the price of the Company's Common Stock would likely be materially adversely
affected.

The Company's revenues are also dependent on its relationship with
NYNEX. In March 1996, the Company and NYNEX entered into a one year agreement
which provides for the Company's display of the BigYellow logo with Ultraseek.
Amending the terms of the agreement, NYNEX agreed to pay to the Company up to
an aggregate of $4,600,000 in monthly payments, which amount will be decreased
proportionately if the number of impressions of the BigYellow logo is below a
specified number. NYNEX could extend the term of the agreement for additional
one year periods with the fee to be determined based upon Infoseek's then
current advertising rate structure. In addition, NYNEX has the right to cancel
or renegotiate the agreement based upon Infoseek's then current advertising
rate structure. NYNEX also had the right to cancel or renegotiate the
agreement based upon certain relative traffic volumes on the BigYellow and
Infoseek Guide sites. In February 1997 the Company and NYNEX amended this
agreement to extend the term through June 1998 in exchange for a total of
$6,000,000 in monthly payments ($2,500,000 of which was previously paid under
the terms of the original agreement). Pursuant to the amended contract, the
companies have eliminated certain exclusivity and reimbursement provisions but
otherwise have retained substantially the same terms and conditions as the
original agreement. There can be no assurance, however, that the NYNEX
arrangement will prove to be mutually beneficial, that it will be continued
after its amended term or that the Company will be able to produce the levels
of traffic required to maintain the contract under its present terms or at all.

Developing Market; Unproven Acceptance of Internet Advertising and of
the Company's Products and Services. The market for the Company's products and
services has only recently begun to develop, is rapidly evolving and is
characterized by an increasing number of market entrants with products and
services for use on the Internet. The Company's future success is highly
dependent upon the increased use of the Internet for information publication,
distribution and commerce. In particular, because the Company expects to
derive substantially all of its revenues in the foreseeable future from sales
of Internet advertising, the future success of the Company is highly dependent
on the development of the Internet as an advertising medium.

The Company is in a new and rapidly evolving industry with demand for
and market acceptance of recently introduced products and services being
subject to a high level of uncertainty. Accordingly, it is difficult to
predict its size, stability and the extent of its growth, if any. There can be
no assurance

-20-
21
that the market for the Company's products and services will develop that
demand for the Company's products or services by Internet users or by
advertisers will emerge or become sustainable. If the market fails to develop,
develops more slowly than expected or becomes saturated with competitors, or if
the Company's products and services do not achieve or sustain acceptance by the
Internet users or advertisers, the Company's business, results of operations
and financial condition will be materially adversely affected.

Reliance on Advertising Revenues. The Company has derived
substantially all of its revenues to date from the sale of advertisements and
expects such dependence of advertising revenue to continue. The Company's
current business model to generate revenues through the sale of advertising on
the Internet is unproven. The Internet as an advertising medium has not been
available for a sufficient period of time to gauge its effectiveness as
compared with traditional advertising media. In addition, most of the
Company's current advertising customers have limited or no experience using the
Internet as an advertising medium, have not devoted a significant portion of
their advertising expenditures to such advertising and may not find such
advertising to be effective for promoting their products and services relative
to advertising in traditional media. In addition, the Company's advertising
revenues to date have been derived from a limited number of advertising
customers. There can be no assurance that current advertisers will continue to
purchase advertising space and services from the Company or that sufficient
impressions will be achieved or available or that the Company will be able to
successfully attract additional advertisers. Furthermore, with the rapid
growth of available inventory on the Internet and the intense competition among
sellers of advertising space it is difficult to project future levels of
advertising revenues and pricing models that will be adopted by the industry or
individual companies. Accordingly, there can be no assurance that the Company
will be successful in generating significant future advertising revenues and
failure to do so will have a material adverse effect on the Company's business,
results of operations and financial condition.

Change in Strategic Relationships. From March 1995 through March 1996,
the Company's service was listed as the sole premier navigational service on
the Netscape Web page accessible via the "Net Search" button. In March 1996,
Infoseek entered into a new agreement with Netscape which provides that
Infoseek will be listed as a non-exclusive premier provider of navigational
services on Netscape's Web page for the period of April 10, 1996 to March 31,
1997. Currently, Netscape's Web page displays four additional premier
providers. Infoseek's agreement with Netscape provides for payments of up to
an aggregate of $5,000,000 to Netscape over the term of the agreement. In
March 1997 the Company renewed its agreement with Netscape under terms which
extend the current contract through April 1997 and thereafter provides for
Infoseek Service to be one of five premier providers displayed on Netscape's
Web page for the period of May 1, 1997 through April 30, 1998. Infoseek's
agreement with Netscape provides for payments of up to an aggregate of
$12,500,000 to Netscape over the term of the agreement. There can be no
assurance that the Company will be able to maintain or increase its current
level of traffic and any failure to do so could materially and adversely impact
advertising revenues. In addition, the Company cannot anticipate the impact of
any changes Netscape may make to this service, to its Web page or its other
services, or the effect on advertising revenues that may be generated from such
traffic. For example, is possible that any increased presence on Netscape
under the terms of the March 1997 agreement could generate traffic that exceeds
the Company's service capacity. In the alternative, if traffic is decreased
significantly as a result of changes in the Netscape relationship or for other
reasons, and the Company is unable to develop alternative viable distribution
channels, advertising revenues would

-21-
22
be adversely affected yet the remaining $1,250,000 Netscape obligation due
under the March 1996 contract and any amounts due under the March 1997 contract
would not be reduced, the result being that the Company's business, results of
operations and financial condition would be materially and adversely affected.

Technological Changes and New Products and Services. The market for
Internet products and services is characterized by rapid technological change,
changing customer needs, frequent new product introductions and evolving
industry standards. These market characteristics are exacerbated by the
emerging nature of this market and the fact that many companies are expected to
introduce new Internet products and services in the near future. The Company's
future success will depend on its ability to continually and on a timely basis
introduce new products, services and technologies and to continue to improve
the performance, features and reliability of the Company's products and
services in response to both evolving demands of the marketplace and
competitive product offerings.

There can be no assurance that any new or proposed product or service
will attain market acceptance. Failure of the Company to successfully design,
develop, test, market and introduce new and enhanced technologies and services,
in particular, Ultraseek or any enhancements of the Company's current search
technology or the failure of the Company's recently introduced products and
services to achieve market acceptance could have a material adverse effect upon
the Company's business, operating results and financial condition. While the
Company's Ultramatch technology is currently in beta testing and is expected to
be commercially released in 1997, this new technology, which is being developed
with Aptex Software, is complex and subject to risks inherent in the
development and deployment process. There can be no assurance that the Company
will not experience difficulties that could delay or prevent the successful
development, introduction or marketing of new or enhanced technologies,
products and services, or that the Company's new or recently introduced
products and services will adequately meet the requirements of the marketplace
and achieve significant market acceptance. Due to certain market
characteristics, including technologic change, changing customer needs,
frequent new product and service introductions and evolving industry standards,
timeliness of introduction of these new products and services is critical.
Delays in the introduction of new products and services may result in customer
dissatisfaction and may delay or cause a loss of advertising revenue. There
can be no assurance that the Company will be successful in developing new
products or services or improving existing products and services that respond
to technological changes or evolving industry standards, that the Company will
not experience difficulties that could delay or prevent the successful
development, introduction and marketing of new or improved products and
services, or that its new products and services will adequately meet the
requirements of the marketplace and achieve market acceptance. In addition,
new or enhanced products and services introduced by the Company may contain
undetected errors that require significant design modifications. This could
result in a loss of customer confidence and user support, thus adversely
affecting the use of the Company's products and services, which in turn would
have a material adverse effect upon the Company's business, results of
operations or financial condition. If the Company is unable to develop and
introduce new or improved products or services in a timely manner in response
to changing market conditions or customer requirements, the Company's business,
operating results and financial condition will be materially adversely
affected.

-22-
23
Dependence on Technology Suppliers. The Company is dependent
currently upon several suppliers for the integral components of its current and
future technologies. In April 1996, the Company licensed certain software
technology from Aptex which the Company used to develop its Ultramatch
technology, which is currently in beta testing and is expected to be released
in 1997. Ultramatch is an advertising and audience management system which
utilizes real time behavioral tracking technology to optimize the matching of
advertisements with the appropriate audience. The Aptex technology underlying
Ultramatch has been licensed to the Company for an initial five year term,
beginning in October 1996. The Company expects that Ultramatch will provide
significant technological improvements to the Company's advertising and
audience management systems. The Company expects the proposed technology to
provide significant technological improvements to the Company's advertising and
audience management systems. The actual timing of such release could differ
materially as a result of certain factors, including the Company's success in
completing the development and deployment of this technology. As a result,
there can be no assurance that Ultramatch technology will be developed and
deployed on a timely basis, or at all.

Also in May 1996, the Company licensed certain technology from Aptex
that allows the Company to update and to enhance the Company's Web Directory
feature automatically. This technology has automated the assignment of Web
pages to each Directory category. This process was previously performed
manually by Infoseek, as they still are at many other search and navigation
companies. This technology has been licensed to the Company for an initial
five year term beginning in October 1996. There can be no assurance that the
Aptex technology will function as anticipated or will provide the intended
benefits which could require the Company to incur significantly increased costs
to expand its Directory feature.

The Company has also licensed certain software technologies from XSoft
to be used for the linguistic analysis of search terms. This technology has
been licensed to the Company on a partially exclusive basis for the first year
of the five year contract, which began on March 31, 1996. In addition, the
Company may develop other technology alliances and enter into other license
arrangements with technology vendors.

There can be no assurance that the Aptex or XSoft technologies will be
successfully designed, developed and tested, or, that if the technologies are
successfully developed, any product or service into which the technologies are
incorporated will be successfully accepted by the marketplace. Any failure of
Aptex, XSoft or any future technology vendor to provide prompt and effective
support and maintenance to the Company, or to continue to upgrade their
respective technologies in order to continue to be competitive, could have a
material adverse effect on the Company's business, results of operations and
financial condition.

Dependence Upon Third Party Content Development. A key element of the
Company's strategy involves the use of unique content developed by third
parties exclusively for Infoseek. A significant majority of the Company's
relationships with such third parties, however, have only recently been
developed and are contracted on three month trial bases. There can be no
assurance that these content sponsors will continue to provide content that is
unique to Infoseek, that they will not seek to charge the Company a significant
fee for the supply of such content, that they will not enter into similar

-23-
24
arrangements with or provide similar content to the Company's competitors, that
they will continue their relationship with the Company, or that they will not
establish their own services to compete against the Company for advertising
revenue. Nor can there be any assurance that the Company's current or future
third-party content providers will provide content that is attractive to Web
users or that their efforts will result in significant revenue to the Company.
Any failure of these parties to develop and maintain high-quality and
attractive content could result in dilution to the Infoseek brand and could
have a material adverse effect on the Company's business, results of operations
and financial condition.

Intense Competition. The market for Internet products and services is
highly competitive with no substantial barriers to entry and the Company
expects that competition will continue to intensify. In addition, the market
for the Company's products and services has only recently begun to develop, is
rapidly evolving and is characterized by an increasing number of market
entrants with competing products and services. The Company does not believe
this market will support the increasing number of competitors and their
products and services. Although the Company believes that the diverse segments
of the Internet market may provide opportunities for more than one supplier of
products and service similar to those of the Company, it is possible that a
single supplier may dominate one or more market segments. Accordingly, any
failure of the Company to provide product and service offerings that achieve
success in the short-term could result in an insurmountable loss in market and
brand acceptance and could, therefore, have a material adverse and long-term
effect upon the Company's business, results of operations and financial
condition.

Management of Growth; Need to Establish Infrastructure. The rapid
growth that the Company believes is necessary to successfully offer its products
and services has placed, and is expected to continue to place, a significant
strain on the Company's managerial, operational and financial resources. The
Company continues to expand its operations and increase its dependence and
reliance on computer generated information. This evolution necessitates
continuous reassessment of the appropriateness of the Company's computerized
data and systems. The Company's current management information system is
cumbersome and inefficient and requires a significant amount of manual effort
using personal computer spreadsheets in order to process and analyze
information. This situation makes it difficult for management to obtain timely
and accurate information. The Company is evaluating a number of new financial
and management controls, reporting systems and procedures, as well as its
information systems and technology. Such expansion efforts will create
significant strain upon the Company's existing resources.

There can be no assurance that the Company will be able to effectively
manage the expansion of its operations, that the Company's new management team
will work together effectively, that the Company will be able to attract and
retain qualified personnel, that the Company's systems, procedures or controls
will be adequate to support the Company's operations or that Company management
will be able to achieve the rapid execution necessary to fully exploit any
potential market opportunity for the Company's products and services and media
properties. In addition, the Company intends to establish at least one mirror,
or duplicate, site, which may be in another geographic location, which will
create additional operational and management complexities, including the need
for continual updating and maintenance of directory listings, possibly among
geographically dispersed network servers. Any inability

-24-
25
to effectively manage growth could have a material adverse effect on the
Company's business, results of operations and financial condition.

Intellectual Property and Proprietary Rights. The Company's success
depends significantly upon its proprietary technology. The Company currently
relies on a combination of copyright and trademark laws, trade secrets,
confidentiality procedures and contractual provisions to protect its proprietary
rights. The Company generally enters into confidentiality agreements with its
employees and consultants. The Company seeks to protect its software,
documentation and other written materials under trade secret and copyright laws,
which afford only limited protection. In addition, the Company holds one patent
and currently has five United States patent applications pending. There can be
no assurance that any pending applications will be approved, that if issued any
such patent will not be challenged, and that if challenged, any such patent(s)
will not be invalidated. There can be no assurance that any issued patent will
provide the Company with any competitive advantages or will not be challenged by
third parties. The Company has registered and applied for registration for
certain service marks and trademarks, and will continue to evaluate the
registration of additional service marks and trademarks as appropriate. Despite
the Company's efforts to protect its proprietary rights, unauthorized parties
may attempt to copy aspects of the Company's products or services or to obtain
and use information that the Company regards as proprietary. In addition, the
laws of some foreign countries do not protect proprietary rights to as great an
extent as do the laws of the United States. Litigation may be necessary to
protect the Company's proprietary technology. Any such litigation may be
time-consuming and costly. There can be no assurance that the Company's means
of protecting its proprietary rights will be adequate or that the Company's
competitors will not independently develop similar technology or duplicate the
Company's products or services or design around patents or other intellectual
property rights of the Company.

There have been substantial amounts of litigation in the information
technology industry regarding intellectual property rights. There can be no
assurance that the Company will develop proprietary products or services or
technologies that are patentable or that the patents of others will not have a
material adverse effect on the Company's ability to do business. In addition,
there can be no assurance that third parties will not in the future claim
infringement by the Company with respect to current or future products or
services, trademarks or other proprietary rights, or that the Company will not
counterclaim against any such parties in such actions. Any such claims or
counterclaims could be time-consuming, result in costly litigation, cause
product release delays, require the Company to redesign its products or
services or require the Company to enter into royalty or licensing agreements,
any of which could have a material adverse effect upon the Company's business,
operating results and financial condition. Such royalty or licensing
agreements, if required, may not be available on terms acceptable to the
Company or at all.

Capacity Constraints and System Failure. A key element of the
Company's strategy is to generate a high volume of traffic to its products and
services. Accordingly, the performance of the Company's products and services
is critical to the Company's reputation, its ability to attract advertisers to
the Company's Web sites and market acceptance of these products and services.
Any system failure that causes interruptions or that increases response time of
the Company's products and services would result in less traffic to the
Company's Web sites and, if sustained or repeated, would reduce the
attractiveness of the Company's products and services to advertisers and
customers. In addition, an

-25-
26
increase in the volume of searches conducted through the Company's products and
services could strain the capacity of the software, hardware or
telecommunications lines deployed by the Company, which could lead to slower
response time or system failures. The Company renewed its contract with
Netscape pursuant to which the Company hopes to increase its presence as a
Netscape premier provider. If the Company receives a greater share of Netscape
traffic it is possible that the capacity of the Company's hardware or software
could be exceeded and service interruptions or failures could occur. As the
number of Web pages and users increase, there can be no assurance that the
Company's products, services and systems will be able to scale appropriately.
The Company is also dependent upon Web browser companies and Internet and
online service providers for access to its products and services, and users
have experienced and may in the future experience difficulties due to system or
software failures or incompatibilities not within the Company's control. The
Company is also dependent on hardware suppliers for prompt delivery,
installation and service of servers and other equipment and services used to
provide its products and services. The Company has been working to establish a
duplicate Infoseek Service site and expects this site to be complete and
functioning in 1997. The Company's current estimate of the timing of the
completion of this duplicate service site is a forward-looking statement that
involves risks and uncertainties. The actual timing of such completion and the
capacity of the service provided could differ materially from that noted in
this forward-looking statement as a result of certain factors, including
hardware or software difficulties and the amount of traffic on Infoseek
Service. As a result, there can be no assurance that a duplicate service site
will be operational within the time frame stated above, or at all. In
addition, any duplicate site will create additional operational and management
complexities, including the need for continual updating and maintenance of
directory listings, possibly among geographically dispersed network servers.
Any disruption in the Internet access and service provided by the Company or
its service providers could have a material adverse effect upon the Company's
business, results of operations and financial condition.

The process of managing advertising within large, high traffic Web
sites such as the Company's is an increasingly important and complex task. The
Company relies on internal advertising inventory management and analysis
systems to provide enhanced internal reporting and customer feedback on
advertising. To the extent that any extended failure of the Company's
advertising management system results in incorrect advertising insertions, the
Company may be exposed to "make good" obligations with its advertising
customers, which, by displacing advertising inventory, could have a material
adverse effect on the Company's business, results of operations and financial
condition.

In addition, the Company's operation depends upon its ability to
maintain and protect its computer systems located in Santa Clara, California.
This system is vulnerable to damage from fire, floods, earthquakes, power loss,
telecommunications failures, break-ins and similar events. The Company does
not currently have a disaster recovery plan in effect. Despite the
implementation of network security measures by the Company, its servers are
also vulnerable to computer viruses, break-ins and similar disruptive problems.
Computer viruses, break-ins or other problems caused by third parties could
lead to interruptions, delays in or cessation of service to users of the
Company's products and services. The occurrence of any of these risks could
have a material adverse effect on the Company's business, results of operations
and financial condition.

-26-
27
Dependence on Key Personnel. The Company's future performance depends
in significant part upon the continued contributions of its key technical and
senior management personnel including, in particular, Robert E.L. Johnson, III,
the Company's President and Chief Executive Officer and Steven T. Kirsch, a
founder and the Chairman of the Board of the Company, none of whom is bound by
an employment agreement. The Company provides incentives such as salary,
benefits and option grants (which are typically subject to vesting over four
years) to attract and retain qualified employees. The loss of the services of
Mr. Johnson or Mr. Kirsch or any of the Company's officers or other key
employees could have a material adverse effect on the Company's business,
operating results and financial condition. The Company's future success also
depends on its continuing ability to attract and retain highly qualified
technical and management personnel. Competition for such personnel is intense,
and there can be no assurance that the Company can retain its key technical and
management employees or that it can attract, assimilate or retain other highly
qualified technical and management personnel in the future.

Government Regulation and Legal Uncertainties. The Company is not
currently subject to direct regulation by any government agency, other than
regulations applicable to businesses generally, and there are currently few
laws or regulations directly applicable to access to or commerce on the
Internet. It is possible that a number of laws and regulations may be adopted
with respect to the Internet, covering issues such as user privacy, pricing and
characteristics and quality of products and services. For example, the
recently enacted Telecommunications Reform Act of 1996 imposes criminal
penalties on anyone who distributes obscene, lascivious or indecent
communications on the Internet. The adoption of any such laws or regulations
may decrease the growth of the Internet, which could in turn decrease the
demand for the Company's products, increase the Company's cost of doing
business, or otherwise have an adverse effect on the Company's business,
results of operations or financial condition. Moreover, the applicability to
the Internet of existing laws governing issues such as property ownership,
copyright, trade secret, libel and personal privacy is uncertain and
developing. Any such new legislation or regulation, or application or
interpretation of existing laws, could have a material adverse effect on the
Company's business, results of operations or financial condition.

Risks Associated with International Expansion. As part of its business
strategy, the Company is seeking opportunities to expand its products and
services into international markets. The Company believes that such expansion
is important to the Company's ability to continue to grow and to market its
products and services. In marketing its products and services internationally,
however, the Company will face new competitors. In addition, the ability of the
Company to enter the international markets will be dependent upon the Company's
ability to create localized versions of its products and services. There can be
no assurance that the Company will be successful in creating localized versions
of its products and services or marketing or distributing its products abroad or
that, if the Company is successful, its international revenues will be adequate
to offset the expense of establishing and maintaining international operations.
To date, the Company has limited experience in marketing and distributing its
products internationally. In addition to the uncertainty as to the Company's
ability to establish an international presence, there are certain difficulties
and risks inherent in doing business on an international level, such as
compliance with regulatory requirements and changes in these requirements,
export restrictions, export controls relating to technology, tariffs and other
trade barriers, protection of intellectual property rights, difficulties in
staffing and managing international operations,

-27-
28
longer payment cycles, problems in collecting accounts receivable, political
instability, fluctuations in currency exchange rates and potentially adverse
tax consequences. There can be no assurance that one or more of such factors
will not have a material adverse effect on any international operations
established by the Company and, consequently, on the Company's business,
operating results and financial condition.

Liability for Information Retrieved from the Internet. Because
Internet services provided by the Company require the Company to link users to
information which is downloaded, indexed and distributed from Web pages
published by a large number of Internet Web sites and content providers, there
is potential that claims will be made against the Company on theories such as
defamation, negligence, copyright or trademark infringement, distribution of
obscene, lascivious or indecent communications or other theories of liability
based on the nature and content of such materials. Such claims have been
brought, and sometimes successfully pressed, against online services in the
past. Additionally, claims could be made against the Company for copyright
infringement based on the improper dissemination of information. Although the
Company carries general liability insurance, the Company's insurance may not
cover potential claims of this type, or may not be adequate to indemnify the
Company for all liability that may be imposed. Any imposition of liability
that is not covered by insurance or is in excess of insurance coverage could
have a material adverse effect on the Company.

Future Capital Needs; Uncertainty of Additional Financing. The
Company currently anticipates that its cash, cash equivalents and short-term
investment balances, together with cash flows generated from advertising
revenues, will be sufficient to meet its anticipated needs for working capital,
capital expenditures and business expansion for at least the next 12 months.
Thereafter, the Company may need to raise additional funds. The Company may
need to raise additional funds sooner in order to fund more rapid expansion to
develop new or enhanced services or products, to respond to competitive
pressures or to acquire complementary products, businesses or technologies. If
additional funds are raised through the issuance of equity or convertible debt
securities, the percentage ownership of the shareholders of the Company will be
reduced, shareholders may experience additional dilution and such securities
may have rights, preferences or privileges senior to those of the holders of
the Company's Common Stock. There can be no assurance that additional
financing will be available on terms favorable to the Company or at all. If
adequate funds are not available or are not available on acceptable terms, the
Company may not be able to fund its expansion, take advantage of unanticipated
acquisition opportunities, develop or enhance services or products or respond
to competitive pressures. Such inability could have material adverse effect on
the Company's business, results of operations and financial condition.

ITEM 2. PROPERTIES

The Company's principal administrative, sales, marketing, and research
and development facility is located in approximately 13,000 square feet of
space in Santa Clara, California. This facility is leased pursuant to multiple
leases which expire at various dates through February 2000. In June, 1996 the
Company signed a lease for office space in another building in New York, New
York. The lease for this second facility, which totals approximately 3,376
square feet, expires in May 2001. In March of 1997 the Company signed a lease
agreement for a 48,000 square foot facility in Sunnyvale, California.The
Company is obligated to lease an additional 13,500 square feet after the first
six months of the agreement, which commences in mid-April 1997 and extends
through mid-October 2002. In addition, the Company

-28-
29
has an option for additional space up to a total of 93,000 square feet. This
facility is intended to house the Infoseek corporate headquarters and allow the
Company to consolidate all current corporate operations into one location. The
Company believes that its existing facilities are adequate for its current
needs and that additional space will be available as needed. There can be no
assurance that a system failure at the Company's principal location would not
adversely affect the performance of the Company's products and services.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Incorporated by reference to the information under the headings
"Proposal No. 1--Election of Directors," "Proposal No.2--Ratification and
Approval of Amendment to 1996 Stock Option/Stock Issuance Plan" and "Proposal
No. 3--Ratification of Appointment of Independent Auditors" in the Proxy
Statement to be filed pursuant to Regulation 14A with the Securities and
Exchange Commission not later than 120 days after the end of the fiscal year
covered by this Report.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

Incorporated by reference from the information under the caption
"Infoseek Corporate Data -- Stock Symbol," "-- Stock Market" and "-- Stock
Trading" in the Annual Report.

ITEM 6. SELECTED FINANCIAL DATA

Incorporated by reference to the information under the caption
"Summary Financial Data" in the Annual Report.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Incorporated by reference to the information under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Risk Factors that May Affect Future Results" in the Annual
Report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial statements of the Company at December 31, 1996 and 1995 and
for each of the three years in the period ended December 31, 1996, the report
thereon of Ernst & Young LLP, independent auditors, are incorporated by
reference from the Annual Report.

-29-
30
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

PART III

Certain information required by Part III is omitted from this Report
in that the Registrant intends to file the Proxy Statement pursuant to
Regulation 14A with the Securities and Exchange Commission not later than 120
days after the end of the fiscal year covered by this Report, and such
information is incorporated by reference herein.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information concerning the Company's directors required by this
Item is incorporated by reference to the information under the heading
"Proposal No. 1 -- Election of Directors" in the Company's Proxy Statement.

The information concerning the Company's executive officers required
by this Item is incorporated by reference to the information under the heading
"Other Information -- Executive Officers" in the Company's Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference to
information under the heading "Executive Compensation," "Option Grants in Last
Fiscal Year," and "Aggregate Option Exercises in Last Fiscal Year and Fiscal
Year End Option Values" in the Company's Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is incorporated by reference to
the information under the heading "Security Ownership of Certain Beneficial
Owners and Management" in the Company's Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item is incorporated by reference to
the information under the headings "Compensation Committee Interlocks and
Insider Participation" and "Certain Transactions" in the Company's Proxy
Statement.
PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

-30-
31
(A) 1. FINANCIAL STATEMENTS

The Financial Statements of Infoseek Corporation and the Report of
Ernst & Young LLP, independent auditors are incorporated herein by reference to
the Annual Report.

2. EXHIBITS

Exhibit No. Description
----------- -----------

1.1* Underwriting Agreement filed with the Company's Initial Public
Offering.

3.1* Amended and Restated Articles of Incorporation of the Registrant.

3.2* Bylaws of the Registrant, as amended.

4.1* Reference is made to Exhibits 3.1 and 3.2.

4.3* Third Amended and Restated Investors' Rights Agreement dated April 19,
1996 among the Registrant and the investors and founders named therein.

4.4* Warrant Agreement between the Registrant and Venture Lending and
Leasing, Inc. dated as of October 7, 1995.

10.1* Infoseek Corporation Stock Option Plan, as amended on March 20, 1996,
subject to qualification by the State of California.

10.2* Infoseek Corporation 1996 Stock Option/Stock Issuance Plan.

10.3* Infoseek Corporation Employee Stock Purchase Plan.

10.4* Form of Offer Letter among the Registrant and its officers.

10.5* Form of Indemnification Agreement entered into between the Registrant
and its directors and officers.

10.6* Series A Preferred Stock Purchase Agreement dated February 25, 1994
among the Registrant and the investors named therein, as amended
March 3, 1994.

10.7* Series A Preferred Stock Supplemental Purchase Agreement dated July 22,
1994 between the Registrant and the Applied Computing Systems Institute
of Massachusetts, Inc.

10.8* Series B Preferred Stock Purchase Agreement dated June 30, 1994 among
the Registrant and the investors named therein, as amended July 7,
1994.

10.9* Series C Preferred Stock Purchase Agreement dated May 4, 1995 among the
Registrant and the investors named therein, as amended June 30, 1995.

-31-
32

Exhibit No. Description
----------- -----------

10.10* Third Amended and Restated Agreement regarding co-sale dated April 19,
1996 among the Registrant and the investors and founders named therein.

10.11* Third Amended and Restated Co-Sale Agreement dated April 19, 1996 among
the founder and the investors named therein.

10.12* Amended and Restated Put Option Agreement dated May 4, 1995 among the
Registrant and the investors named therein.

10.13* Founders Agreement dated February 1, 1994 among the Registrant and the
founders named therein, as amended June 30, 1994.

10.14*+ Series E Preferred Stock Purchase Agreement dated March 29, 1996 among
the Registrant and the investors named therein.

10.15* Stock Purchase Agreements dated January 24, 1996 between the Registrant
and Robert E.L. Johnson III.

10.16* Employee Stock Purchase Agreement dated January 30, 1996 between the
Registrant and Robert E.L. Johnson. III.

10.17* Employee Stock Purchase Agreement dated March 28, 1996 between the
Registrant and Leonard J. LeBlanc.

10.18* Employee Stock Purchase Agreement dated March 9, 1996 between the
Registrant and John Nauman.

10.19* Employee Stock Purchase Agreement dated March 9, 1996 between the
Registrant and Craig Forman.

10.20* Lease Agreements dated December 13, 1993, November 7, 1995, January 8,
1996 and January 10, 1996 between the Registrant and Spieker
Properties, L.P.

10.21++ Lease extension agreement dated September 11, 1996 and September 17,
1996 between Registrant and Spieker Properties, L.P.

10.22++ Lease agreement dated September 11, 1996 and September 17, 1996 between
Registrant and Spieker Properties, L.P.

10.23* Standard Office Sublease dated May 30, 1995 between the Registrant and
Innovative Information Systems, Inc.

10.24* Standard Form of Office Lease dated April 1996 between the Registrant and
Richfield Investment Company.

10.25* Software Development and Licensing Master Agreement dated July 8, 1994,
as amended on February 13, 1995 and April 24, 1995 between the
Registrant and Applied Computing Systems Institute of Massachusetts,
Inc.

-32-
33

Exhibit No. Description
----------- -----------

10.26* Software License Agreement between the Registrant and ADB Inc. dated
December 22, 1995, as amended April 19, 1996.

10.27* Internet Services and Products Master Agreement dated May 22, 1995
between the Registrant and BBN Planet Corporation.

10.28*+ Internet Search Service Access Agreement dated August 23, 1995 between
the Registrant and Microsoft Corporation, as amended on December 18,
1995.

10.29*+ Internet Search Service Access Agreement between the Registrant and
NETCOM Online Communication Services, Inc. dated October 13, 1995, as
amended on March 20, 1996.

10.30* Net Search Program -- Premier Provider Agreement between the Registrant
and Netscape Communications Corporation dated March 22, 1996, as
amended on that date.

10.31** Premier Provider Services Agreement between Registrant and Netscape
Communications Corporation dated March 17,
1997.

10.32*+ Software License and Distribution Agreement between the Registrant and
Personal Library Software, Inc. dated June 17, 1994.

10.33*+ XSoft/Infoseek Software Distribution and License Agreement -- Lexicons,
dated March 31, 1996 between the Registrant and XSoft, a division of
XEROX Corporation.

10.34* Customer Support Program Agreement for Infoseek among the Registrant
and SunService Corporation dated January 1, 1996.

10.35* Purchase Orders dated March 21, 1996, February 1, 1996, December 1,
1995, October 25, 1995, October 6, 1995 between the Registrant and Sun
Microsystems, Inc.

10.36* Form Consulting Services Agreement among the Registrant and its
consultants.

10.37*+ Letter of Agreement dated April 2, 1996 between the Registrant and HNC
Software Inc.

10.38*+ Agreement in Principle dated March 21, 1996 between the Registrant and
HNC Software Inc.

10.39* Joint Marketing Agreement dated effective April 15, 1996 between the
Registrant and Sun Microsystems Inc.

-33-
34

Exhibit No. Description
----------- -----------

10.40*+ Online Service Agreement dated February 28, 1995 between the Registrant
and Reuters NewMedia, Inc., as amended January 4, 1996 and April 19,
1996.

10.41** Amendment No. 3 to Online Service Agreement between the Registrant and
Reuters NewMedia, Inc., dated October 30, 1996.

10.42** Fourth Amendment to the On-Line Directory Agreement between the
Registrant and Reuters NewMedia, Inc., dated August 30, 1996.

10.43 Office lease dated March 4, 1997 between Registrant and Linnar Realty
Corp. #8.

10.44*+ Infoseek/NYNEX Agreement between the Registrant and NYNEX Information
Technologies Company, dated March 29, 1996.

10.45*+ Software License Agreement dated March 29, 1996 between the Registrant
and NYNEX Information Technologies Company.

10.46** Amendment No. 1 to Infoseek/NYNEX Agreement between the Registrant and
NYNEX Information Technologies Company, dated May 10, 1996.

10.47** Amendment No. 2 to Infoseek/NYNEX Agreement between the Registrant and
NYNEX Information Technologies Company, dated February 19, 1997.

10.48*+ Agreement between the Registrant and Verity, Inc. dated March 31, 1996.

10.49* Cooperation Agreement between the Registrant and Quarterdeck
Corporation dated April 2, 1996.

10.50* Infoseek Impressions Agreement -- Ad Exchange between the Registrant
and FreeLoader, Inc. dated March 8, 1996.

10.51** Amendment No. 1 to XSoft/Infoseek Software Distribution and License
Agreement, between the Registrant and XSoft, a division of XEROX
Corporation, dated December 16, 1996.

10.52** Amendment No. 2 to XSoft/Infoseek Software Distribution and License
Agreement,between the Registrant and XSoft, a division of XEROX
Corporation, dated December 16, 1996.

-34-
35

Exhibit No. Description
----------- -----------

10.53*+ Memorandum of Understanding between the Registrant and IDG
Communications Inc. dated April 22, 1996.

10.54* Loan Agreements between the Registrant and Venture Lending & Leasing,
Inc. dated October 5, 1995 and February 9, 1996 and related Notes (Note
No. 42-002 dated March 28, 1996; Note No. 42-001 dated February 29,
1996; Note No. 27-002 dated November 30, 1995 and Note No. 27-001 dated
October 11, 1995) between the Registrant and Venture Lending & Leasing,
Inc.

10.55*+ License and Software Distribution Agreement between the Registrant and
HNC Software Inc. dated April 25, 1996.

10.56*+ Amendment No. 3 to Software Development and Licensing Master Agreement
between the Registrant and Applied Computing Systems Institute of
Massachusetts, Inc. dated March 18, 1996.

10.57* First Amendment to Series A Preferred Stock Supplemental Purchase
Agreement dated March 18, 1996 between the Registrant and the Applied
Computing Systems Institute of Massachusetts, Inc.

10.58+ Software License Agreement dated May 8, 1996 between the Registrant and
HNC Software Inc.

11.1 Computation of Earnings/(Loss) Per Share.

13.1 Portions of the Annual Report to Stockholders for the fiscal year ended
December 31, 1996 expressly incorporated by reference herein.

23.1 Consent of Ernst & Young LLP, Independent Auditors.

24.1 Power of Attorney (see page 40).

27.1 Financial Data Schedule.

____________________________________________
* Incorporated by reference to the Company's Registration Statement Form
S-1, as amended, (File No. 333-04142) declared effective June 11, 1996.
** Confidential treatment requested for certain portions of this exhibit.
+ Confidential treatment granted by order effective June 10, 1996.
++ Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996.

-35-
36
(B) REPORTS ON FORM 8-K

Not Applicable.

See Item 14(A)(2) above.

-36-
37
INFOSEEK CORPORATION

INDEX TO FINANCIAL STATEMENT SCHEDULES

FINANCIAL STATEMENT SCHEDULES:

Valuation and Qualifying Accounts Year Ended
December 31, 1994, 1995 and 1996 . . . . . . . . . . . . . . . . . . . II

-37-
38
SCHEDULE II

INFOSEEK CORP.
VALUATION AND QUALIFYING ACCOUNTS
YEAR ENDED DECEMBER 31
(IN THOUSANDS)

Additions
Balance at Charged to
Beginning of Costs and Balance at End
Year Expenses Write-Offs of Year
------------ ---------- ---------- --------------

Allowance for doubtful accounts:

1995 -- $ 42 -- $ 42

1996 $ 42 $ 651 $ (343) $ 350

There was no allowance for doubtful accounts activity in 1994.

-38-
39
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leonard J. LeBlanc, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any amendments to this Report on Form 10-K, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and conforming all
that said attorney-in-fact, or his substitute or substitutes, any do or cause
to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1933, as amended, the Registrant has duly caused report to be signed on its
behalf by the undersigned, thereunto duly authorized.

INFOSEEK CORPORATION

By: /s/Robert E. L. Johnson, III
Robert E. L. Johnson, III
President and Chief Executive Officer

SIGNATURE CAPACITY IN WHICH SIGNED DATE

/s/Robert E. L. Johnson, III President, Chief Executive Officer, and March 31, 1997
- ---------------------------- Director (Principal Executive Officer)
(Robert E. L. Johnson, III)

/s/Leonard J. LeBlanc Executive Vice President, Finance, Chief March 31, 1997
- ---------------------------- Financial Officer and Assistant Secretary
(Leonard J. LeBlanc) (Principal Financial and Accounting
Officer)

/s/Steven T. Kirsch Director March 31, 1997
- ----------------------------
(Steven T. Kirsch)

/s/H. DuBose Montgomery Director March 31, 1997
- ----------------------------
(H. DuBose Montgomery)

/s/Oliver D. Curme Director March 31, 1997
- ----------------------------
(Oliver D. Curme)

/s/John E. Zeisler Director March 31, 1997
- ----------------------------
(John E. Zeisler)

/s/Matthew J. Stover Director March 31, 1997
- ----------------------------
(Matthew J. Stover)

-40-
40
INDEX TO EXHIBITS

Exhibit
Number Exhibits
------ --------