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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

NEWSEDGE CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
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Notes:

Reg. (S) 240.14a-101.

SEC 1913 (3-99)

NEWSEDGE CORPORATION
80 Blanchard Road
Burlington, Massachusetts 01803

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of NewsEdge Corporation:

The Annual Meeting of Stockholders of NewsEdge Corporation (the
"Corporation"), a Delaware corporation, will be held on Friday, May 25, 2001
at 9:45 a.m., local time, at the Westin Hotel--Waltham, located at 70 Third
Avenue, Waltham, Massachusetts for the following purposes:

1. To elect three (3) Class I directors to serve for a three-year term or
until their successors are elected and qualified;

2. To ratify the selection of the firm of Arthur Andersen LLP as
independent auditors for the fiscal year ending December 31, 2001; and

3. To transact such other business as may properly come before the
meeting or any adjournments thereof.

Only stockholders of record at the close of business on April 17, 2001 are
entitled to notice of and to vote at the meeting.

All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to vote
either by telephone, over the Internet or by marking, signing, dating and
returning the enclosed proxy card as promptly as possible in the postage-
prepaid envelope enclosed for that purpose. Any stockholder attending the
meeting may vote in person even if such stockholder has returned a proxy.

By Order of the Board of Directors

Lawrence S. Wittenberg
Secretary

Burlington, Massachusetts
April 30, 2001

NEWSEDGE CORPORATION
80 Blanchard Road
Burlington, Massachusetts 01803

PROXY STATEMENT
April 30, 2001

Proxies in the form enclosed with this proxy statement are solicited by the
Board of Directors of NewsEdge Corporation, a Delaware corporation (the
"Corporation"), for use at the Annual Meeting of Stockholders to be held on
May 25, 2001, at 9:45 a.m., local time, at the Westin Hotel--Waltham, 70 Third
Avenue, Waltham, Massachusetts 02452.

Only stockholders of record at the close of business on April 17, 2001 (the
"Record Date") will be entitled to receive notice of and to vote at the
meeting and any adjournments thereof. As of that date, 18,621,403 shares of
common stock, $.01 par value per share (the "Common Stock"), of the
Corporation were issued and outstanding. The holders of Common Stock are
entitled to one vote per share on any proposal presented at the meeting.
Stockholders may vote in person or by proxy. Execution of a proxy will not in
any way affect a stockholder's right to attend the meeting and vote in person.
Any proxy may be revoked by a stockholder at any time before its exercise by:
(i) voting again by Internet or telephone; (ii) delivering written revocation
or a later dated proxy to the Secretary of the Corporation; or (iii) attending
the Annual Meeting and voting in person.

The representation in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote at the meeting is
necessary to constitute a quorum for the transaction of business. Votes
withheld from any nominee for director, abstentions and broker "non-votes" are
counted as present or represented for purposes of determining the presence or
absence of a quorum for the meeting. A "non-vote" occurs when a broker or
other nominee holding shares for a beneficial owner votes on one proposal, but
does not vote on another proposal because, in respect of such other proposal,
the broker does not have discretionary voting power and has not received
instructions from the beneficial owner.

Directors are elected by a plurality of the votes cast, in person or by
proxy, at the meeting. The nominees for director receiving the highest number
of affirmative votes of the shares present or represented and voting on the
election of directors at the meeting shall be elected to their respective
class of directors. On all other matters being submitted to stockholders, an
affirmative vote of a majority of the shares present or represented and voting
on each such matter is required for approval. An automated system administered
by the Corporation's transfer agent tabulates the votes. The vote on each
matter submitted to stockholders is tabulated separately. Abstentions are
included in the number of shares present or represented and voting on each
matter. Broker "non-votes" are not so included.

The persons named as attorneys-in-fact in the proxies are officers and/or
directors of the Corporation. All properly executed proxies returned in time
to be counted at the meeting will be voted. In addition to the election of
directors, the stockholders will consider and vote upon a proposal to ratify
the selection of auditors as further described in this proxy statement. Where
a choice has been specified on the proxy with respect to the foregoing
matters, the shares represented by the proxy will be voted as specified. Where
no choice is specified, the proxy will be voted FOR the applicable proposal.

The Board of Directors knows of no other matter to be presented at the
meeting. If any other matter should be presented at the meeting upon which a
vote properly may be taken, shares represented by all proxies received by the
Board of Directors will be voted with respect thereto in accordance with the
judgment of the persons named as attorneys in the proxies.

An Annual Report to Stockholders, containing financial statements for the
fiscal year ended December 31, 2000, is being mailed together with this proxy
statement to all stockholders entitled to vote. This proxy statement and the
form of proxy were first mailed to stockholders on or about April 30, 2001.

MANAGEMENT AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The following table sets forth as of the Record Date: (i) the name of each
person who, to the knowledge of the Corporation, owned beneficially more than
5% of the Common Stock of the Corporation outstanding as of such date; (ii)
the name of each director or nominee; (iii) the name of each executive officer
identified in the Summary Compensation Table set forth below under
"Compensation and Other Information Concerning Directors and Officers;" and
(iv) the number of shares owned by each of such persons and all officers,
directors and nominees as a group and the percentage of the outstanding shares
represented thereby.

Shares Percentage
Beneficially Beneficially
Name Owned(1) Owned(2)
- ---- ------------ ------------

Principal Stockholders(3):
Donald L. McLagan(4).............................. 2,163,999 13.68%
c/o NewsEdge Corporation
80 Blanchard Road
Burlington, MA 01803
Directors:
Rory J. Cowan(5).................................. 120,294 *
Michael E. Kolowich(6)............................ 113,861 *
William A. Devereaux(7)........................... 284,057 1.53%
James D. Daniell, Ph.D.(8)........................ 29,000 *
Basil P. Regan(9)................................. 5,707,197 30.61%
Murat H. Davidson, Jr.(10)........................ 113,890 *
Peter Woodward(11)................................ 18,666 *
Named Officers:
Clifford M. Pollan(12)............................ 630,023 3.38%
Ronald Benanto(13)................................ 185,577 1.00%
Thomas Karanian(14)............................... 122,607 *
Jon McNerney...................................... -- --
Charles White(15)................................. 101,844 *
All directors and executive officers as a group:.... 9,591,015 50.2%
(13 persons)(16)

- --------
* Represents less than 1% of the outstanding shares.

(1) Except as otherwise noted, each person or entity named in the table has
sole voting and investment power with respect to the shares. The
inclusion herein of any shares of Common Stock deemed beneficially owned
does not constitute an admission of beneficial ownership of those shares.

(2) Applicable percentage of ownership as of the Record Date is based upon
18,621,403 shares of Common Stock outstanding on such date. Beneficial
ownership is determined in accordance with the rules of the Securities
and Exchange Commission (the "Commission"), and includes voting and
investment power with respect to shares. Shares of Common Stock subject
to options currently exercisable or exercisable within 60 days of April
14, 2001 are deemed outstanding for computing the percentage ownership of
the person holding such options, but are not deemed outstanding for
computing the percentage of any other person.

(3) This information was obtained from filings made with the SEC pursuant to
Sections 13(d) and 13(g) of the Securities and Exchange Act of 1934, as
amended.

(4) Includes 444,442 shares held in trust for the benefit of Mr. McLagan's
two children, of which Mr. McLagan's wife is the sole trustee. Mr.
McLagan disclaims beneficial ownership of such shares.

(5) Includes 50,000 shares of Common Stock issuable pursuant to outstanding
stock options and warrants exercisable within 60 days of April 14, 2001.

(6) Includes 8,000 shares of Common Stock issuable pursuant to outstanding
warrants exercisable within 60 days of April 14, 2001.

(7) Includes 53,501 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of April 14, 2001.

(8) Includes 22,500 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of April 14, 2001.

(9) Includes 2,697,382 shares of Common Stock held by Regan Partners, L.P.;
1,675,000 shares of Common Stock held by the Regan International Fund,
L.P.; 470,588 shares of Common Stock held by The Wellcome Trust, Ltd.;
353,500 shares of Common Stock held by the Super Hedge Fund, L.P.; Mr.
Regan is President and sole stockholder of Regan Fund Management, Ltd.,
general partner of Regan Partners L.P. Regan Fund Management Ltd. is the
investment manager for Regan International Fund L.P., provides
investment management services to the Wellcome Trust, Ltd. and has a
trading advisory agreement with the Super Hedge Fund, L.P. Also includes
19,999 shares of Common Stock issuable to Mr. Regan pursuant to
outstanding stock options and warrants exercisable within 60 days of
April 14, 2001; 173,333 shares of Common Stock issuable to Regan
Partners, L.P. pursuant to outstanding warrants exercisable within 60
days of the Record Date; 73,333 shares of Common Stock issuable to Regan
International Fund, L.P. pursuant to outstanding warrants exercisable
within 60 days of April 14, 2001; and 153,333 shares of Common Stock
issuable to The Wellcome Trust, Ltd. pursuant to outstanding warrants
exercisable within 60 days of April 14, 2001.

(10) Includes 5,000 shares of Common Stock held by the 1992 Davidson Family
Trust. Also includes 8,500 shares of Common Stock held by Mr. Davidson's
daughter and 23,529 shares of Common Stock held by H.G. Wellington,
Custodian for the benefit of the Murat H. Davidson Rollover IRA. Also
includes 13,333 shares of Common Stock issuable to H.G. Wellington,
Custodian for the benefit of the Murat H. Davidson Rollover IRA pursuant
to outstanding warrants exercisable within 60 days of April 14, 2001.
Mr. Davidson disclaims beneficial ownership of such shares. Also
includes 13,333 shares of Common Stock issuable to Mr. Davidson pursuant
to outstanding warrants exercisable within 60 days of April 14, 2001.

(11) Includes 6,666 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of April 14, 2001.

(12) Includes 502,279 shares of Common Stock issuable pursuant to outstanding
stock options and warrants exercisable within 60 days of April 14, 2001.

(13) Includes 176,165 shares of Common Stock issuable pursuant to outstanding
stock options and warrants exercisable within 60 days of April 14, 2001.

(14) Includes 121,753 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of April 14, 2001.

(15) Includes 100,344 shares of Common Stock issuable pursuant to outstanding
stock options exercisable within 60 days of April 14, 2001.

(16) Includes 1,481,206 shares of Common Stock issuable pursuant to
outstanding stock options and warrants exercisable within 60 days of
April 14, 2001.

PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors is set at eight members. The Board of Directors is
divided into three classes, one of which consists of two directors and two
which consist of three directors each. Each director serves for a three-year
term. All directors will hold office until their successors have been duly
elected and qualified or until their earlier resignation or removal.

The Board of Directors has nominated and recommended that Messrs. Pollan,
Kolowich and Woodward, who are currently members of the Board of Directors, be
elected Class I directors, to hold office until the 2004 Annual Meeting of
Stockholders or until their successors have been duly elected and qualified or
until their earlier resignation or removal. The Board of Directors knows of no
reason why the nominees should be unable or unwilling to serve, but if any
nominee should for any reason be unable or unwilling to serve, the proxies
will be voted for the election of such other person for the office of director
as the Board of Directors may recommend in the place of such nominee. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for nominees named below.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE NOMINEES LISTED BELOW.

The following table sets forth for the nominees to be elected at the meeting
and, for each director whose term of office will extend beyond the meeting,
the year such nominee or director was first elected a director, the positions
currently held by the nominees and each director with the Corporation, the
year the nominee's or director's term will expire and class of director of
each nominee and each director:

Nominee's or Director's Name
and Year Nominee or Director Year Term Class of
First Became a Director Position(s) with the Corporation Will Expire Director
---------------------------- -------------------------------- ----------- --------

Nominees:
Clifford M. Pollan....... President, Chief Executive 2004 I
2000 Officer and Director

Michael E. Kolowich...... Vice Chairman and Director 2004 I
1998

Peter Woodward........... Director 2004 I
2000

Continuing Directors:
James D. Daniell......... Director 2002 III
1998

Basil Regan.............. Director 2002 III
2000

Rory J. Cowan............ Chairman 2003 II
1993

William A. Devereaux..... Director 2003 II
1998

Murat H. Davidson Director 2003 II
2000....................

OCCUPATIONS OF DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The following table sets forth the director nominees to be elected at the
meeting, the directors, executive officers and key employees of the
Corporation, their ages and the positions currently held by each such person
with the Corporation.

Name Age Position
---- --- -----------------------------------------------

Clifford M. Pollan......... 44 President, Chief Executive Officer and Director

Michael E. Kolowich........ 47 Vice Chairman and Director

Ronald Benanto............. 52 Vice President--Finance, Chief Financial
Officer, Treasurer and Assistant Secretary

Charles White.............. 42 Vice President--eContent

Alton Zink................. 45 Vice President--Human Resources

Thomas Karanian............ 38 Vice President--Client Services and Operations

David M. Scott............. 39 Vice President--Corporate Marketing

John Crozier............... 42 Vice President--North American Sales

Rory J. Cowan(2)........... 48 Chairman of the Board of Directors

James D. Daniell(1)(2)..... 37 Director

Murat H. Davidson, Jr...... 56 Director

William A. Devereaux(1).... 54 Director

Basil Regan(1)............. 60 Director

Peter Woodward(2).......... 28 Director

- --------
(1) Member of Compensation Committee.
(2) Member of Audit Committee.

Clifford M. Pollan joined the Corporation in 1989 as a Vice President,
served as Vice President--Sales and Marketing from May 1995 to March 1999 and
as President and Chief Operating Officer from April 1999. In March 2000, Mr.
Pollan was elected Chief Executive Officer and joined the Board of Directors.
From 1986 to 1989, Mr. Pollan was a Director of Sales at Lotus Development
Corporation, a computer software company.

Michael E. Kolowich joined the Corporation in February 1998 as Vice Chairman
and Director in connection with the Corporation's merger with Individual, Inc.
From September 1996 to February 1998, Mr. Kolowich served as Individual's
President, Chief Executive Officer and Chairman of the Board of Directors.
Prior to joining Individual, Mr. Kolowich served from July 1996 until
September 1996 as Vice President/Business Operations of Nets Inc., an Internet
content provider formed in June 1996 when AT&T New Media Services, a provider
of interactive online information services for business professionals, merged
with Industry.Net. Mr. Kolowich also serves as a member of the Board of
Directors of SmarterKids.com, Inc.

Ronald Benanto joined the Corporation in July 1999 as Vice President--
Finance and Operations, Treasurer and Assistant Secretary. From February 1998
to July 1999, Mr. Benanto served as Vice President, Finance at Genesis Direct,
Inc., a direct marketing and e-commerce company that, subsequent to Mr.
Benanto's departure, filed for Chapter 11 bankruptcy in August 1999. From
October 1991 to December 1997, Mr. Benanto was the Senior Vice President,
Finance and Chief Financial Officer at Viewlogic Systems, Inc., an electronic
design automation company.

Charles White joined the Corporation in May 1993 as a Marketing
Representative. In February 1996, Mr. White was promoted to Manager of New
Business Development, a position he held until 1997. In August

1997, Mr. White was promoted to Director of Workgroup Sales. In May 1999 Mr.
White became the Director of Middle Markets, a position he held until June
2000, when he was promoted to Vice President--eContent.

Alton Zink joined the Corporation in March 1998 as Director--Human
Resources. Mr. Zink became Vice President--Human Resources in April 1999.
Prior to joining the Corporation Mr. Zink was Director of Corporate Human
Resources at PictureTel Corporation, a telecommunications company, from 1989
to 1998.

Thomas Karanian joined the Corporation in September 1994 as Director--
Quality Engineering, served as Director--Client Services from December 1996
through August 1999, at which time he became Vice President--Client Services
and Operations. Prior to joining the Corporation, Mr. Karanian was Quality
Engineer Manager at Lotus Development Corporation, a computer software
development company.

John Crozier joined the Corporation in June 1994 as an Account Manager. In
June 1997, Mr. Crozier was promoted to District Manager, a position he held
until May 1998, when he was promoted to Area Director. In May 2000, Mr.
Crozier was promoted to Vice President--North American Sales.

David M. Scott joined the Corporation in November 1995 as Marketing Manager,
Financial Markets. Mr. Scott became International Marketing Director in
December 1997 and Corporate Marketing Director in December 1998. He has been
in his current role of Vice President--Corporate Marketing since July 2000.
Prior to joining the Corporation, Mr. Scott was a Marketing Director in the
eContent division of Knight-Ridder in Asia.

Rory Cowan has served on the Board of Directors of the Corporation since May
1993 and was elected Chairman in March 2000. Since December 1996, Mr. Cowan
has been Chairman and Chief Executive Officer of Lionbridge Technologies, an
international software services company. From 1991 to 1996, Mr. Cowan was an
Executive Vice President of R.R. Donnelley & Sons Company, a supplier of
commercial print and print-related services. During 1995 and 1996, Mr. Cowan
was also the Chief Executive Officer of Stream International, Inc., a software
services company. Mr. Cowan also served as Chairman of Interleaf, Inc. from
October 1996 to January 1997. Mr. Cowan currently serves as a director of
Fairmarket, Inc.

James D. Daniell, Ph.D. became a director of the Corporation in February
1998, in connection with the Corporation's merger with Individual. Dr. Daniell
served on Individual's Board from 1997 until the merger. Dr. Daniell has been
Chief Executive Officer of Order Trust LLC, an electronic commerce company,
since November 1997. From February 1997 to November 1997, he served as Chief
Operating Officer and Vice President of Strategy and New Business Development
at AT&T Networked Commerce Services, an internet service provider. Dr. Daniell
serves as Vice Chairman of the Massachusetts Software Council and is also the
Board of Advisors of espanol.com.

Murat H. Davidson became a director of the Corporation in June 2000. Mr.
Davidson has been Managing Director of Regan Partners L.P., a limited
partnership that invests in turnaround companies and special situations since
1996. Mr. Davidson serves as a member of the board of directors of Zaring
National Corporation.

William A. Devereaux became a director of the Corporation in February 1998,
in connection with the Corporation's merger with Individual. Mr. Devereaux
served on Individual's board of directors from 1989 until the merger. Mr.
Devereaux has been Managing Director of American Capital Company, a venture
capital and merchant banking company, since 1988.

Basil Regan became a director of the Corporation in March 2000. Mr. Regan
founded and is General Partner of Regan Partners, L.P., a limited partnership
that invests primarily in turnaround companies and special situations in 1989.
Mr. Regan is also President of Regan International Fund Ltd. and Regan Fund
Management Ltd. Mr. Regan serves as a member of the board of directors of
Hanover Direct Corporation.

Peter Woodward became a director of the Corporation in March 2000. Since
1996, Mr. Woodward has been a research analyst with Regan Partners L.P., a
limited partnership that invest primarily in turnaround companies

and special situations. Prior to joining Regan Partners, Mr. Woodward was a
research analyst for Munn, Bernhard & Associates, a New York investment
management company, focusing on technology and related companies.

Executive officers of the Corporation are elected by the Board of Directors
on an annual basis and serve until their successors have been duly elected and
qualified.

THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors met 14 times during the fiscal year ended December
31, 2000. Each of the directors attended at least 75% of the meetings of the
Board of Directors during fiscal 2000. The Corporation established an Audit
Committee and Compensation Committee during fiscal 1995. The Audit Committee
of the Board of Directors, of which Messrs. Cowan, Daniell and Woodward are
currently members, is responsible for reviewing the results and scope of
audits and other services provided by the Corporation's independent auditors.
The Audit Committee did not meet during fiscal 2000. The Compensation
Committee, whose members currently are Messrs. Daniell, Devereaux and Regan,
makes recommendations concerning the salaries and incentive compensation of
executive officers, employees and consultants to the Corporation and
administers the Corporation's stock plans. The Compensation Committee met
twice during fiscal 2000. The Board of Directors does not have a standing
nominating committee.

COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS

Compensation of Directors

On January 23, 1996, the Compensation Committee of the Board of Directors
approved the Director Compensation Plan. Under the Director Compensation Plan,
each non-employee director receives both an annual retainer of $5,000 and a
fee of $1,000 for each Board meeting physically attended. A "non-employee
director," for purposes of the Director Compensation Plan, is a director who
is not an employee of the Corporation. Non-employee directors are also
reimbursed for their reasonable out-of-pocket travel expenses associated with
their attendance at Board meetings. During the fiscal year ended December 31,
2000, Mr. Daniell earned $9,000, Mr. Deveraux earned $11,000, Mr. Davidson
earned $8,000 and Messrs. Cowan, Regan and Woodward each earned $12,000 under
the Director Compensation Plan.

In addition, in order to provide an incentive to non-employee directors,
options have been granted to non-employee directors pursuant to the 1995 Non-
employee Director Stock Option Plan, as amended, (the "Director Plan"). Under
the Director Plan, each non-employee director received, on the date such
person was first elected to the Board, an option to purchase 20,000 shares
(the "Initial Option") of the Corporation's Common Stock, vesting over three
years. A "non-employee director" for purposes of the Director Plan, is a
director, who is not an employee or officer of the Corporation. Subsequent to
the grant of the Initial Option, each non-employee director who has attended
at least 75% of the board meetings during the previous fiscal year received an
option to purchase 2,500 shares of Common Stock, vesting on the first
anniversary of the date of such grant. All options granted under the Director
Plan have an exercise price equal to the fair market value of the Common Stock
on the date of grant. Each option granted under the Director Plan will expire
ten years from the date of grant. As of June 5, 2000, all options available
under the Director Plan had been granted. The Corporation continues to grant
non-employee directors (as such term is defined in the Director Plan) options
under its 1995 Stock Plan, as amended.

During the fiscal year ended December 31, 2000, Messrs. Cowan, Daniell and
Devereaux each received options to purchase 2,500 shares at an exercise price
of $2.75 per share. Messrs. Regan and Woodward each received options to
purchase 20,000 shares at an exercise price of $2.00 per share and Mr.
Davidson received options to purchase 20,000 shares at an exercise price of
$2.75 per share.

Executive Compensation Summary

The following table sets forth summary information concerning the
compensation paid or earned for services rendered to the Corporation in all
capacities during the fiscal years ended December 31, 2000, 1999, and 1998 to
(i) each individual who served as the Corporation's Chief Executive Officer
for the fiscal year ended December 31, 2000 and (ii) each of the other four
most highly compensated executive officers of the Corporation who received
total annual salary and bonus in excess of $100,000 in the fiscal year ended
December 31, 2000 (the "Named Executive Officers").

Summary Compensation Table

Long-Term
Compensation
Securities
Name and Principal Annual Compensation Underlying All Other
Position Year Salary($) Bonus($)(1) Options(#) Compensation(2)
------------------ ---- --------- ------------ ------------ ---------------

Donald L. McLagan(3).... 2000 38,542 16,713 -- $147,298(4)
Chairman, Chief 1999 176,827 13,779 -- 800
Executive Officer and
Director 1998 156,000 19,991 100,500 800

Clifford M. Pollan(3)... 2000 232,496 89,780 300,000 $ 840
President and Chief
Executive Officer 1999 172,497 44,690 120,000 800
and Director 1998 156,000 35,591 80,500 800

Ronald Benanto.......... 2000 182,313 65,000 75,000 --
Vice President--
Finance, 1999 85,479 21,981 150,000 --
Chief Financial
Officer, Treasurer 1998 -- -- -- --
& Assistant Secretary

Thomas Karanian......... 2000 158,000 111,779 75,000 $ 2,304
Vice President--Client 1999 135,250 18,922 20,845 11,300
Services and
Development 1998 91,500 13,313 16,750 2,289

Jon McNerney(5)......... 2000 241,500 148,978 130,000 $ 1,260
Senior Vice President-- 1999 238,500 19,991 40,000 26,707
Worldwide Sales 1998 174,000 -- 50,500 1,200

Charles White........... 2000 160,000 101,256 77,000 $ 17,910
Vice President--
eContent 1999 86,333 -- 10,845 106,910
1998 58,083 6,487 13,966 59,656

- --------
(1) Includes bonuses earned with respect to services rendered in the fiscal
year indicated, whether or not such bonus was actually paid during such
fiscal year.

(2) Represents matching contributions made by the Corporation to the Named
Executive Officer under the Corporation's 401(k) plan, commissions paid
and gains on stock option exercises.

(3) Mr. McLagan retired as the Corporation's Chairman and Chief Executive
Officer and Director in March 2000. Effective March 14, 2000, Mr. Pollan
was named Chief Executive Officer and was appointed to the Board of
Directors.

(4) Also includes severance payments made to Mr. McLagan subsequent to his
retirement in March 2000.

(5) Mr. McNerney resigned from the Company effective January 15, 2001.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table provides certain information concerning grants of
options to purchase the Corporation's Common Stock made during the year ended
December 31, 2000 to each of the Named Executive Officers. No stock
appreciation rights ("SARs") were granted during the fiscal year ended
December 31, 2000.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

Individual Grants
-------------------------------------------------
Percent of
Total
Number of Options/SARs
Securities Granted
Underlying to Employees Exercise or Grant Date
Options/SARs in Fiscal Base Price Expiration Present
Name Granted Year ($/Share) Date $/Value(1)
---- ------------ ------------ ----------- ---------- ----------

Donald L. McLagan.. -- -- -- -- --
Clifford M.
Pollan............ 300,000(2) 13.3% $2.25 4/13/10 $570,000
Ronald Benanto..... 75,000(2) 3.3% $2.25 4/13/10 $142,500
Thomas Karanian.... 75,000(2) 3.3% $2.25 4/13/10 $142,500
Jon McNerney....... 130,000(2) 5.8% $2.25 4/13/10 $247,000
Charles White...... 42,500(2) $2.25 4/13/10 $ 80,750
34,500(2) 3.4%(3) $2.00 6/5/10 $ 65,550

- --------

(1) In accordance with Securities and Exchange Commission rules, the Black-
Scholes option pricing model was chosen to estimate the grant date present
value of the options set forth in this table. The Corporation's use of
this model should not be construed as an endorsement of its accuracy at
valuing options. All stock option valuation models, including the Black-
Scholes model, require a prediction about the future movement of the stock
price. The following assumptions were made for purposes of calculating the
Grant Date Present Value: an option term of 5 years, volatility at 1.41,
interest rate at (5.17-6.69)%. The real value of the options in this table
depends upon the actual performance of the Corporation's stock during the
applicable period.

(2) Options will vest one-half six months from the date of grant with the
remainder vesting on the one year anniversary date.

(3) Represents percentage of the total options granted of 77,000 shares.

AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES

The following table provides information as to options exercised in 2000 by
the Named Executive Officers, the value realized upon such exercises and the
value of options held by such officers at year end based on the closing price
of the Corporation's Common Stock on December 31, 2000.

Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal Year-End Option/SAR Values

Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-the-Money Options at
Shares Fiscal Year-End Fiscal Year-End
Acquired on Value ------------------------- -------------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable($)(1) Unexercisable($)(1)
---- ----------- -------- ----------- ------------- ----------------- -------------------

Donald L. McLagan....... -- -- 71,333 29,167 -- --
Clifford M. Pollan...... -- -- 320,907 224,593 -- --
Ronald Benanto.......... -- -- 108,333 116,667 -- --
Thomas Karanian......... 74 $264 79,076 54,302 -- --
Jon McNerney............ -- -- 92,915 162,984 -- --
Charles White........... -- -- 65,342 43,799 -- $232

- --------
(1) Value is based on the difference between the option exercise price and the
fair market value at December 29, 2000 ($0.906 per share as quoted on the
Nasdaq National Market) multiplied by the number of shares underlying the
option.

Compensation Committee's Report on Executive Compensation

This report is submitted by the Compensation Committee. The Compensation
Committee during fiscal year 2000 initially comprised Ms. June Rokoff and
Messrs. Cowan and Daniell, each of whom are non-employee directors. In March
2000 subsequent to Ms. Rokoff's resignation from the Board of Directors, the
Compensation Committee was re-constituted to comprise Messrs. Daniell,
Devereaux and Regan, who are also non-employee directors. Pursuant to
authority delegated by the Board of Directors, the Compensation Committee is
responsible for reviewing and administering the Corporation's stock plans and
reviewing and approving compensation matters concerning the executive
officers, employees and consultants to the Corporation.

Cash Compensation. Messrs. McLagan, Pollan, Benanto, Karanian, McNerney and
White each received annual base salaries of $38,542, $232,496, $182,313,
$158,000, $241,500 and $160,00, respectively through December 31, 2000. The
Compensation Committee attempts to keep the base salary for the Corporation's
executive officers competitive by comparing it with those of other companies
in the syndicated content and electronic publishing technologies industries
and other companies with similar market capitalizations. The Compensation
Committee's goal is to align the interests of the Corporation's executive
officers with its stockholders by incenting them through performance based
bonuses and equity compensation.

On February 13, 1997, the Compensation Committee of the Board of Directors
approved a short-term cash incentive compensation plan (the "Accountability
Group Bonus Plan"), which provides that the executive officers, along with
other designated members of senior management, receive bonuses based upon the
Corporation's financial performance in the current fiscal year. Each executive
officer's bonus may range from zero to a maximum amount determined by
reference to the final audited financial statements of the Corporation. During
the fiscal year ended December 31, 2000, Messrs. McLagan, Pollan, Benanto,
Karanian, McNerney and White each earned a bonus of $16,713, $89,780, $65,000,
$111,779, $148,978 and $101,256, respectively pursuant to the Accountability
Group Bonus Plan.

Equity Compensation. The Corporation's equity compensation program is
designed to provide long-term incentives to executive officers to encourage
executive officers to remain with the Corporation and to provide executives
with the opportunity to obtain significant, long-term stock ownership. The
Compensation Committee generally grants options that become exercisable over a
three-year period and that have exercise prices equal to the fair market value
of the Common Stock on the date of grant. However, in the case of executive
officers who beneficially own more than ten percent (10%) of the Corporation's
Common Stock, the Internal Revenue Code of 1986, as amended, requires that the
exercise price of incentive stock options granted to such executive officers
be 110% of the fair market value of the Common Stock on the date of grant. In
2000, pursuant to the 1995 Stock Plan, the Compensation Committee granted
299,998 non-qualified stock options to Mr. Pollan, 74,996 non-qualified stock
options to Mr. Benanto, 75,000 non-qualified stock options to Mr. Karanian,
130,000 non-qualified stock options to Mr. McNerney, and 51,751 non-qualified
stock options to Mr. White. In addition, the Compensation Committee granted
two incentive stock options to Mr. Pollan, four incentive stock options to Mr.
Benanto, 25,249 incentive stock options to Mr. White and 2,688 incentive stock
options to Mr. Karanian.

Other Benefits. The Corporation also has various broad-based employee
benefit plans. Executive officers participate in these plans on the same terms
as eligible, non-executive employees, subject to any legal limits on the
amounts that may be contributed or paid to executive officers under these
plans. The Corporation offers a stock purchase plan under which employees may
purchase Common Stock at a discount. The Corporation also maintains insurance
and other benefit plans for its employees.

Tax Deductibility of Executive Compensation. In general, under Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), the
Corporation cannot deduct for federal income tax purposes, compensation in
excess of $1 million paid to certain executive officers. This deduction
limitation does not apply, however, to compensation that constitutes
"qualified performance-based compensation" within the meaning of Section
162(m) of the Code and the Treasury Regulations promulgated thereunder. The
Compensation

Committee has considered the limitations on deductions imposed by Section
162(m) of the Code, and it is the Compensation Committee's present intention
that, for so long as it is consistent with its overall compensation objective,
substantially all tax deductions attributable to executive compensation will
not be subject to the deduction limitations of Section 162(m) of the Code.

Respectfully submitted by the members of the Compensation Committee of the
Board of Directors

William Deveraux
James Daniell
Basil Regan
June Rokoff(1)
- --------
(1) Ms. Rokoff resigned from the Compensation Committee and the Board of
Directors on March 13, 2000.

Compensation Committee Interlocks and Insider Participation

Interlocks. The Compensation Committee during fiscal year 2000 initially
comprised Ms. June Rokoff and Messrs. Cowan and Daniell. In March 2000,
subsequent to Ms. Rokoff's resignation, the Corporation's Compensation
Committee was reconstituted and currently consists of Messrs. Daniell,
Deveraux and Regan. No executive officer of the Corporation served as a member
of the compensation committee of another entity (or other committee of the
board of directors performing equivalent functions or, in the absence of any
such committee, the entire board of directors) of which either Messrs.
Daniell, Deveraux and Regan is an executive officer.

Employment Agreement with Mr. Kolowich. In connection with the Corporation's
merger with Individual, the Corporation entered into an employment agreement
with Michael E. Kolowich, the Corporation's Vice Chairman and a Director of
the Corporation and formerly the Chairman, President and Chief Executive
Officer of Individual. Under this employment agreement, Mr. Kolowich served as
a full-time senior executive to the Corporation from February 24, 1998 (the
effective date of the merger with Individual (the "Effective Date") until
April 30, 1998 (the "Transition Period"). From May 1, 1998 until February 24,
2001, Mr. Kolowich served as a senior executive consultant to the Corporation
(the "Remaining Term"). Furthermore, during the term of his employment
agreement, the Corporation agreed to take all action necessary and proper to
cause Mr. Kolowich to be elected to the Corporation's Board of Directors and
to serve as the Vice Chairman of the Corporation. Pursuant to the employment
agreement, Mr. Kolowich received a salary at the annual rate of $250,000
during the Transition Period and $50,000 during the Remaining Term. Mr.
Kolowich was eligible to participate in the benefits plans maintained by the
Corporation during the term of the employment agreement. Also, under the terms
of the employment agreement, Mr. Kolowich will be bound by non-competition and
non-disclosure requirements. Upon the Effective Date, the Corporation assumed
all stock options then held by Mr. Kolowich all of which became immediately
exercisable, with the exception of 784 shares.

Severance Agreement and Release with Mr. McLagan. In March 2000, the Company
entered into a severance agreement and release with Donald L. McLagan in
connection with his retirement as Chief Executive Officer and Chairman. Under
the terms of the severance agreement and release, Mr. McLagan received
severance at an annual rate of $185,000 commencing March 14, 2000 up to and
through March 14, 2001 The Company further agreed that Mr. McLagan's options
would be exercisable until March 14, 2001. Also under the terms of the
severance agreement and release, Mr. McLagan will be bound by non-competition,
non-solicitation and non-disclosure requirements through March 14, 2001.

and conditions of the employment agreements, these individuals are entitled to
the following compensation: Clifford M. Pollan, $250,000 salary and $80,000
bonus; Ronald Benanto, $190,000 salary and $70,000 bonus; Charles White,
$180,000 salary and $65,000 bonus; Thomas Karanian, $158,000 salary and
$52,000 bonus; Alton Zink, $150,000 salary and $70,000 bonus and David Scott,
$161,000 salary and $60,000 bonus.

INDEPENDENT ACCOUNTANTS

Arthur Anderson LLP has acted as the Corporation's independent accountants
for the fiscal year ended December 31, 2000. On recommendation of the Audit
Committee, the Board has appointed Arthur Anderson LLP to audit the 2001
financial statements. A representative of Arthur Anderson LLP is expected to
be present at the annual meeting and will be afforded the opportunity to make
a statement, if they so desire, and to respond to appropriate questions.

The Audit Committee of the Corporation's Board reviews summaries of the
services provided by Arthur Anderson LLP and the related fees and has
considered whether the provision of non-audit services is compatible with
maintaining the independence of Arthur Anderson LLP.

Audit and All Other Fees

The following sets forth the aggregate fees billed to NewsEdge Corporation
for the fiscal year ended December 31, 2000, by Arthur Anderson LLP:

Audit fees...................................................... $120,000
Financial information systems design and implementation fees.... 0
All other fees.................................................. 49,750
--------
$169,750
========

Audit Committee Report

The primary purpose of the Audit Committee of the Board of Directors is to
assist the Board in fulfilling its oversight responsibilities by reviewing (i)
the financial information which is provided to the stockholders, governmental
and regulatory bodies and others, (ii) the system of financial internal
controls which management and the Board have adopted and (iii) the audit
process.

The Corporation's Audit Committee consists of three members of the Board of
Directors, Rory J. Cowan, James D. Daniell and Peter Woodward, all of whom are
"independent directors" for purposes of the National Association of Securities
Dealers' listing standards. All members of the Audit Committee are financially
literate and Rory J. Cowan, chairman of the Audit Committee, has extensive
financial management experience.

The Board adopted a written charter for the Audit Committee on May 4, 2000,
a copy of which is attached hereto as Appendix A.

The Audit Committee has reviewed and discussed the audited financial
statements for the fiscal year ended December 31, 2000, with the Corporation's
management and the independent auditors.

The Audit Committee discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended. In addition, the Committee
has discussed with the independent auditors the auditor's independence from
NewsEdge and its management, including the matters in the written disclosures
required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committee.

Based upon these reviews and discussions, the Audit Committee recommended to
the Board of Directors, and the Board of Directors approved, that the audited
financial statements be included in the Corporation's Annual Report on SEC
Form 10-K for the fiscal year ended December 31, 2000. The Audit Committee and
the Board have also recommended, subject to shareholder approval, the
selection of the Corporation's independent auditors, Arthur Anderson LLP.

Respectfully submitted by the members of the Audit Committee of the Board of
Directors

Rory J. Cowan
James D. Daniell
Peter Woodward

Stock Performance Graph

The following graph compares the percentage change in the cumulative total
stockholder return on the Corporation's Common Stock during the period from the
Corporation's initial public offering on August 11, 1995 through December 31,
2000, with the cumulative total return for the Nasdaq Stock Market (U.S.
Companies) and the Nasdaq Computer and Data Processing Services Stock Index
(the "Nasdaq Computer Index"). The comparison assumes $100 were invested on
August 11, 1995 in the Corporation's Common Stock at the $15.00 initial
offering price and in each of the foregoing indices and assumes reinvestment of
dividends, if any.
[CHART APPEARS HERE]

6/28/96 9/30/96 12/31/96 3/31/97 6/30/97 9/30/97 12/31/97 3/31/98 6/30/98

NewsEDGE Corporation $222 $193 $128 $ 85 $ 73 $ 68 $ 61 $ 94 $ 66
Nasdaq Composite Index $119 $124 $130 $122 $145 $169 $159 $186 $191
Nasdaq Computer Index $124 $126 $131 $122 $156 $171 $161 $213 $236

9/30/98 12/31/98 3/31/99 6/30/99 9/30/99 12/31/99 3/31/00 6/30/00 9/30/00 12/31/00

NewsEDGE Corporation $ 58 $ 78 $ 57 $ 52 $ 62 $ 78 $ 28 $ 17 $ 13 $ 6
Nasdaq Composite Index $173 $223 $251 $275 $281 $415 $467 $406 $374 $250
Nasdaq Computer Index $223 $288 $347 $361 $374 $634 $624 $510 $471 $291

(1) Prior to August 11, 1995 the Corporation's Common Stock was not publicly
traded. Comparative data is provided only for the period since that date.
This chart is not "solicited material", is not deemed filed with the
Securities and Exchange Commission and is not to be incorporated by
reference in any filings of the Corporation under the Securities Act of
1933, as amended or the Securities Exchange Act of 1934, as amended,
whether made before or after the date hereof and irrespective of any
general incorporation language in any such filing.

(2) The stock price performance shown on the graph is not necessarily
indicative of future price performance. Information used on this graph
was obtained from the Nasdaq Stock Market and the Nasdaq Stock Market and
the Nasdaq Computer indices were prepared for Nasdaq by the Center for
Research in Security Prices at the University of Chicago, a source
believed to be reliable, although the Corporation is not responsible for
any errors or omissions in such information.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN TRANSACTIONS

William Blair & Company, an affiliate of William Blair Venture Partners III
("Blair"), is a customer of the Corporation and was billed an aggregate of
approximately $115,000 in NewsEdge subscriber fees in the year ended December
31, 2000. Ms. Carnahan, a general partner of Blair, served on the Board of
Directors of the Corporation through March 2000.

Employment Agreement with Mr. Kolowich. In connection with the Corporation's
merger with Individual, the Corporation entered into an employment agreement
with Michael E. Kolowich, the Corporation's Vice Chairman and a Director of
the Corporation and formerly the Chairman, President and Chief Executive
Officer of Individual. Under this employment agreement, Mr. Kolowich served as
a full-time senior executive consultant to the Corporation from February 24,
1998 (the effective date of the merger with Individual (the "Effective Date")
until April 30, 1998 (the "Transition Period"). From May 1, 1998 until the
third anniversary of the Effective Date, Mr. Kolowich served as a senior
executive consultant to the Corporation (the "Remaining Term"). Furthermore,
during the term of his employment agreement, the Corporation agreed to take
all action necessary and proper to cause Mr. Kolowich to be elected to the
Corporation's Board of Directors and to serve as the Vice Chairman of the
Corporation. Pursuant to the employment agreement, Mr. Kolowich received a
salary at the annual rate of $250,000 during the Transition Period and $50,000
during the Remaining Term. Mr. Kolowich was eligible to participate in the
benefits plans maintained by the Corporation during the term of the employment
agreement. Also, under the terms of the employment agreement, Mr. Kolowich
will be bound by non-competition and non-disclosure requirements. Upon the
Effective Date, the Corporation assumed all stock options then held by Mr.
Kolowich all of which became immediately exercisable, with the exception of
784 shares.

Employment Agreements with Messrs. Pollan, Benanto, White, Karanian, Zink
and Scott. In January 2001, Messrs. Pollan, Benanto, White, Karanian, Zink and
Scott entered into employment agreements with the Corporation. The employment
agreements provide for, among other things, performance bonuses based on a
percentage of each executive's salary. The agreements also provide for a
change of control bonus equal to one year's salary and a six month severance
payment if the executive is terminated without cause. As per the terms and
conditions of the employment agreements, these individuals are entitled to the
following compensation: Clifford M. Pollan, $250,000 salary and $80,000 bonus;
Ronald Benanto, $190,000 salary and $70,000 bonus; Charles White, $180,000
salary and $65,000 bonus; Thomas Karanian, $158,000 salary and $52,000 bonus;
Alton Zink, $150,000 salary and $70,000 bonus and David Scott, $161,000 salary
and $60,000 bonus.

PROPOSAL 2

APPOINTMENT OF AUDITORS

The Board of Directors proposes that the firm of Arthur Andersen LLP
certified public accountants, be appointed to serve as auditors for the fiscal
year ending December 31, 2001. The ratification of this selection is not
required under the laws of the State of Delaware, where the Corporation is
incorporated, but the results of this vote will be considered by the Board of
Directors in selecting auditors for future fiscal years. Arthur Andersen LLP
has served as the Corporation's accountants since 1988. It is expected that a
member of Arthur Andersen LLP will be present at the meeting with the
opportunity to make a statement if so desired and will be available to respond
to appropriate questions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE "FOR" THE RATIFICATION OF THIS SELECTION.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities and Exchange Act, as amended, requires the
Corporation's directors, executive officers and holders of more than 10% of
the Corporation's Common Stock (collectively, "Reporting Persons") to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of Common Stock of the Corporation. Such
persons are required by regulations of the Securities and Exchange Commission
to furnish the Corporation with copies of all such filings. Based on its
review of the copies of such filings received by it with respect to the fiscal
year ended December 2000 and written representations from certain Reporting
Persons, the Corporation believes that all Reporting Persons, except for
Charles White and Michael Kolowich, complied with all Section 16(a) filing
requirements in the fiscal year ended December 31, 2000.

STOCKHOLDER PROPOSALS

Proposals of Stockholders intended for inclusion in the proxy statement to
be furnished to all Stockholders entitled to vote at the next Annual Meeting
of Stockholders of the Corporation must be received at the Corporation's
principal executive offices not later than February 15, 2002. In order to
curtail controversy as to the date on which a proposal was received by the
Corporation, it is suggested that proponents submit their proposals by
Certified Mail, Return Receipt Requested to NewsEdge Corporation, 80 Blanchard
Road, Burlington, Massachusetts 01803, attention: Secretary. In general,
stockholder proposals intended to be presented at an annual meeting, including
proposals for the nomination of directors, must be received by the Corporation
45 days in advance of the mail date of the prior year's proxy statement, or by
April 19, 2001, to be considered for the 2001 Annual Meeting of the
stockholders.

INCORPORATION BY REFERENCE

To the extent that this proxy statement has been or will be specifically
incorporated by reference into any filing by the Corporation under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, the sections of the proxy statement entitled "Report of Compensation
Committee of Board of Directors on Executive Compensation", "Report of Audit
Committee of Board of Directors" and "Stock Performance Graph" shall not be
deemed to be so incorporated, unless specifically otherwise provided in any
such filing.

EXPENSES AND SOLICITATION

The cost of solicitation of proxies will be borne by the Corporation, and in
addition to soliciting Stockholders by mail through its regular employees, the
Corporation may request banks, brokers and other custodians, nominees and
fiduciaries to solicit their customers who have stock of the Corporation
registered in the names of a nominee and, if so, will reimburse such banks,
brokers and other custodians, nominees and fiduciaries for their reasonable
out-of-pocket costs. Solicitation by officers and employees of the Corporation
may also be made of some Stockholders in person or by mail, telephone or
telegraph following the original solicitation.

The contents and the sending of this proxy statement has been approved by
the Board of Directors of the Corporation.

APPENDIX A

NEWSEDGE CORPORATION

Audit Committee Charter

A. Purpose and Scope

The primary function of the Audit Committee (the "Committee") is to assist
the Board of Directors in fulfilling its responsibilities by reviewing: (i)
the financial reports provided by the Corporation to the Securities and
Exchange Commission ("SEC"), the Corporation's shareholders or to the general
public, and (ii) the Corporation's internal financial and accounting controls.

B. Composition

The Committee shall be comprised of a minimum of three directors as
appointed by the Board of Directors, who shall meet the independence and audit
committee composition requirements under any rules or regulations of The
NASDAQ National Market, as in effect from time to time, and shall be free from
any relationship that, in the opinion of the Board of Directors, would
interfere with the exercise of his or her independent judgment as a member of
the Committee.

All members of the Committee shall either (i) be able to read and understand
fundamental financial statements, including a balance sheet, cash flow
statement and income statement, or (ii) be able to do so within a reasonable
period of time after appointment to the Committee. At least one member of the
Committee shall have employment experience in finance or accounting, requisite
professional certification in accounting, or other comparable experience or
background which results in the individual's financial sophistication,
including being or having been a chief executive officer, chief financial
officer or other senior officer with financial oversight responsibilities.

The Board may appoint one member who does not meet the independence
requirements set forth above and who is not a current employee of the
Corporation or an immediate family member of such employee if the Board, under
exceptional and limited circumstances, determines that membership on the
Committee by the individual is required in the best interests of the
Corporation and its shareholders. The Board shall disclose in the next proxy
statement after such determination the nature of the relationship and the
reasons for the determination.

The members of the Committee shall be elected by the Board of Directors at
the meeting of the Board of Directors following each annual meeting of
stockholders and shall serve until their successors shall be duly elected and
qualified or until their earlier resignation or removal. Unless a Chair is
elected by the full Board of Directors, the members of the Committee may
designate a Chair by majority vote of the full Committee membership.

C. Responsibilities and Duties

To fulfill its responsibilities and duties the Committee shall:

Document Review

1. Review and assess the adequacy of this Charter periodically as
conditions dictate, but at least annually (and update this Charter if
and when appropriate).

2. Review with representatives of management and representatives of the
independent accounting firm the Corporation's audited annual financial
statements prior to their filing as part of the Annual Report on Form
10-K. After such review and discussion, the Committee shall recommend
to the Board of Directors whether such audited financial statements
should be published in the Corporation's annual report on Form 10-K.
The Committee shall also review the Corporation's quarterly financial
statements prior to their inclusion in the Corporation's quarterly SEC
filings on Form 10-Q.

A-1

3. Take steps designed to insure that the independent accounting firm
reviews the Corporation's interim financial statements prior to their
inclusion in the Corporation's quarterly reports on Form 10-Q.

Independent Accounting Firm

4. Recommend to the Board of Directors the selection of the independent
accounting firm, and approve the fees and other compensation to be paid
to the independent accounting firm. The Committee shall have the
ultimate authority and responsibility to select, evaluate and, when
warranted, replace such independent accounting firm (or to recommend
such replacement for shareholder approval in any proxy statement).

5. On an annual basis, receive from the independent accounting firm a
formal written statement identifying all relationships between the
independent accounting firm and the Corporation consistent with
Independence Standards Board ("ISB") Standard 1. The Committee shall
actively engage in a dialogue with the independent accounting firm as
to any disclosed relationships or services that may impact its
independence. The Committee shall take, or recommend that the Board of
Directors take, appropriate action to oversee the independence of the
independent accounting firm.

6. On an annual basis, discuss with representatives of the independent
accounting firm the matters required to be discussed by Statement on
Auditing Standards ("SAS") 61, as it may be modified or supplemented.

7. Meet with the independent accounting firm prior to the audit to review
the planning and staffing of the audit.

8. Evaluate the performance of the independent accounting firm and
recommend to the Board of Directors any proposed discharge of the
independent accounting firm when circumstances warrant. The independent
accounting firm shall be ultimately accountable to the Board of
Directors and the Committee.

Financial Reporting Processes

9. In consultation with the independent accounting firm and management,
review annually the adequacy of the Corporation's internal financial
and accounting controls.

Compliance

10. To the extent deemed necessary by the Committee, it shall have the
authority to engage outside counsel and/or independent accounting
consultants to review any matter under its responsibility.

Reporting

11. Prepare, in accordance with the rules of the SEC as modified or
supplemented from time to time, a written report of the audit
committee to be included in the Corporation's annual proxy statement
for each annual meeting of stockholders occurring after December 14,
2000.

While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Corporation's financial statements are
complete and accurate and are in accordance with generally accepted accounting
principles.

A-2

DETACH HERE

PROXY

NEWSEDGE CORPORATION

Proxy for Annual Meeting of Stockholders, May 25, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Clifford M. Pollan and Ronald Benanto, and
each of them with full power of substitution to vote all shares of stock of
NEWSEDGE CORPORATION (the "Corporation") which the undersigned is entitled to
vote at the Annual Meeting of Stockholders of the Corporation to be held on
Friday, May 25, 2001, at 9:45 a.m. local time at the Westin Hotel-Waltham, 70
Third Avenue, Waltham, Massachusetts 02452, and at any adjournment thereof, upon
matters set forth in the Notice of Annual Meeting and Proxy Statement dated
April 30, 2001, a copy of which has been received by the undersigned.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED. IF NO CHOICE IS
SPECIFIED, THEN THIS PROXY WILL BE VOTED IN FAVOR OF: ELECTING THE NOMINEES OR
ANY NOMINEE FOR WHICH APPROVAL HAS NOT BEEN WITHHELD AND RATIFYING THE SELECTION
OF ARTHUR ANDERSEN LLP AS AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.

- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------

- ----------------- ----------------
Vote by Telephone Vote by Internet
- ----------------- ----------------

It's fast, convenient and immediate! It's fast, convenient, and your vote is immediately
Call Toll-Free on a Touch-Tone Phone confirmed and posted.
1-877-PRX-VOTE (1-877-779-8683)
- --------------------------------------------------- ---------------------------------------------------
Follow these four easy steps: Follow these four easy steps:

1. Read the accompanying Proxy Statement and 1. Read the accompanying Proxy Statement and
Proxy Card. Proxy Card.

2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/newz

3. Enter your 14-digit Voter Control Number 3. Enter your 14-digit Voter Control Number
located on your Proxy Card above your name. located on your Proxy Card above your name.

4. Follow the recorded instructions. 4. Follow the instructions provided.
- --------------------------------------------------- ---------------------------------------------------

Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/newz any time!

Do not return your Proxy Card if you are voting by Telephone or Internet

DETACH HERE

Please mark
[X] votes as in
this example

The Board of Directors recommends a vote for the following proposals:

1. To elect three (3) Class I directors to serve
for a three-year term except as marked to
the contrary below: 2. To ratify the selection of the
firm of Arthur Andersen LLP as FOR AGAINST ABSTAIN
Nominees: (01) Michael E. Kolowich, (02) Clifford M. Pollan auditors for the Corporation for [_] [_] [_]
(03) Peter Woodward. the fiscal year ending
December 31, 2001.
FOR WITHHELD
ALL [_] [_] FROM ALL 3. To transact such other business as may properly come
NOMINEES NOMINEES before the meeting and any adjournments thereof.

[_] ______________________________________
For all nominees except as noted above MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]

Please sign your name exactly as it appears on your stock
certificate(s), write in the date and return this proxy as
soon as possible in the enclosed envelope. If the stock is
registered in more than one name, each joint owner should
sign. If signing as attorney, executor, trustee,
administrator or guardian, please give full title as such.
Only authorized officers should sign for corporations.

Signature:_______________________________ Date:________________ Signature:_______________________________ Date:________________