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

FORM 10-Q

[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1999
or
[ ] 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 0-25131

INFOSPACE.COM, INC.
(Exact name of registrant as specified in its charter)

Delaware 91-1718107
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

15375 N.E. 90th Street 98052
Redmond, Washington (Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code: (425) 882-1602

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 _____.

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Outstanding at
Class April 30, 1999
----- --------------
Common Stock, Par Value $.001 23,614,734

INFOSPACE.COM, INC.
FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS

PART I - Financial Information

Item 1. -- Financial Statements

Condensed Consolidated Balance Sheets as of March 31, 1999 and
December 31, 1998........................................................... 3

Condensed Consolidated Statements of Operations for the Three
Months Ended March 31, 1999 and 1998........................................ 4

Condensed Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 1999 and 1998........................................ 5

Notes to Condensed Consolidated Financial Statements.......................... 6

Item 2. -- Management's Discussion and Analysis of Financial
Condition and Results of Operations

Results of Operations......................................................... 9

Liquidity and Capital Resources............................................... 12

Factors Affecting InfoSpace.com's Operating Results, Business
Prospects and Market Price of Stock........................................ 14

Item 3. -- Quantitative and Qualitative Disclosures About Market Risk........... 18

Part II - Other Information

Items 1 through 5 are not applicable with respect to the current reporting
period.

Item 6. -- Exhibits and Reports on Form 8-K....................................... 19

Signatures........................................................................ 20

Item 1. - Financial Statements

INFOSPACE.COM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS March 31, December 31,
1999 1998
------------- ---------------

Current assets:
Cash and cash equivalents................................................. $ 31,477,413 $ 14,590,634
Short-term investments, held-to-maturity (fair market value $36,210,606 72,159,522
and $72,173,013) 36,115,258
Accounts receivable, net of allowance for doubtful accounts of $611,000 3,409,672
and $597,000............................................................. 3,532,969
Prepaid trademark license................................................. 750,000 1,500,000
Prepaid expenses and other assets......................................... 3,462,610 2,130,476
------------ ------------
Total current assets................................................... 75,338,250 93,790,304
Long-term investments, held-to-maturity (fair market value $14,153,371
and $1,252,051)................................................ 14,184,437 1,252,438
Receivable from joint venture............................................... 78,528 68,406
Property and equipment, net................................................. 1,500,672 1,161,936
Other long-term assets...................................................... 353,376 337,500
Other investments........................................................... 800,522 370,790
Intangible assets:
Goodwill.................................................................. 4,860,671 4,860,671
Purchased technology...................................................... 800,000 800,000
Trademark................................................................. 290,000 290,000
Other..................................................................... 276,860 100,000
Advertising contracts..................................................... 85,417 85,417
Accumulated amortization.................................................. (1,158,486) (859,208)
-------------- ---------------
Intangible assets, net................................................. 5,154,462 5,276,880
-------------- ---------------
Total....................................................................... $ 97,410,247 $102,258,254
============== ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................................... $ 452,405 $ 1,586,118
Accrued expenses.......................................................... 1,594,539 5,032,450
Deferred revenues......................................................... 1,460,066 1,391,849
------------ ------------
Total current liabilities.............................................. 3,507,010 8,010,417
Commitments and contingencies (Note 5)
Stockholders' equity
Preferred stock, par value $.0001-Authorized, 15,000,000 shares: issued
and outstanding, no shares - -
Common stock, par value $.0001-Authorized, 50,000,000 shares; issued and
outstanding, 21,440,331 and 21,141,802 shares............................ 2,121 2,114
Additional paid-in capital................................................ 107,657,216 107,549,046
Accumulated deficit....................................................... (10,570,212) (9,865,672)
Deferred expense-warrants................................................. (2,922,937) (3,126,862)
Unearned compensation-stock options....................................... (262,951) (310,789)
------------ ------------
Total stockholders' equity............................................. 93,903,237 94,247,837
------------ ------------
Total....................................................................... $ 97,410,247 $102,258,254
============ ============

See accompanying notes to condensed consolidated financial statements.

INFOSPACE.COM, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, 1999 and 1998

------------- ---------------
1999 1998
------------- ---------------

Revenues........................................................ $ 5,142,358 $ 1,015,440
Cost of revenues................................................ 872,539 212,044
------------ --------------
Gross profit............................................... 4,269,819 803,396
Operating expenses:
Product development........................................... 197,696 49,556
Sales and marketing........................................... 3,848,501 445,870
General and administrative.................................... 1,935,529 324,428
------------ --------------
Total operating expenses................................... 5,981,726 819,854
------------ --------------
Loss from operations....................................... (1,711,907) (16,458)
Other income, net............................................... 1,077,634 4,752
Equity in loss from joint venture............................... (70,267) -
------------ --------------
Net loss........................................................ ($704,540) ($11,706)
------------ --------------
Basic and diluted net loss per share............................ ($0.03) ($0.00)
------------ --------------
Shares used in computing basic and diluted net loss per share... 21,200,150 11,047,059
------------ --------------

See accompanying notes to condensed consolidated financial statements.

INFOSPACE.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 1999 and 1998

--------- ---------
1999 1998
--------- ---------

Operating Activities
Net loss.............................................................................. ($704,540) ($11,706)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Trademark amortization............................................................. 750,000 -
Depreciation and other amortization................................................ 450,330 35,064
Compensation expense-stock options................................................. 47,838 44,902
Warrants expense................................................................... 203,925 -
Noncash services exchanged......................................................... - (22,500)
Bad debt expense................................................................... 150,437 37,471
Equity in loss from joint venture.................................................. 70,268 -
Loss on disposal of fixed assets................................................... 1,905 -
Cash provided (used) by changes in operating assets and liabilities:
Accounts receivable.............................................................. (277,200) (120,514)
Receivable from joint venture.................................................... (10,122) -
Investment receivable............................................................ (420,480) -
Prepaid expense and other current assets......................................... (921,528) (35,726)
Other long-term assets........................................................... (15,876) -
Accounts payable................................................................. (1,133,713) 192,702
Accrued expenses................................................................. (3,437,911) (88,252)
Deferred revenue................................................................. 71,683 86,642
----------- ----------

Net cash provided (used) by operating activities................................... (5,174,984) 118,083
Investing Activities
Purchase of domain name............................................................ (100,000) -
Investment in private equity securities............................................ (500,000) -
Capitalized internally developed software......................................... (76,860) -
Purchase of property and equipment................................................. (491,693) (45,350)
Proceeds from sales and maturities of short-term investments....................... 68,196,408 -
Purchase of investments............................................................ (45,074,269) -
----------- ----------
Net cash provided (used) by investing activities................................... 21,953,586 (45,350)
Financing Activities:
Payments for offering costs........................................................ (55,573) -
Proceeds from sale of warrants..................................................... 52,784 -
Proceeds from exercise of stock options............................................ 110,966 110,000
----------- ----------
Net cash provided by financing activities.......................................... 108,177 110,000
----------- ----------
Net Increase in Cash and Cash Equivalents............................................. 16,886,779 182,733
Cash and Cash Equivalents:
Beginning of period................................................................ 14,590,634 324,415
----------- ----------
End of period...................................................................... $ 31,477,413 507,148
----------- ----------
Supplemental Disclosure of Noncash Activities
Settlement of note payable for noncash services.................................... - 22,500

See accompanying notes to condensed consolidated financial statements.

INFOSPACE.COM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. The Company and Basis of Presentation

InfoSpace.com, Inc. (the Company), a Delaware corporation, was founded March
1996. The Company is a leading provider of private label solutions for content,
community and commerce to Web sites and Internet appliances. The Company
conducts its business within one industry segment.

The accompanying unaudited financial statements include all adjustments,
consisting only of normal recurring adjustments that, in the opinion of
management, are necessary to present fairly the financial information set forth
therein. Certain information and note disclosures normally included in financial
statements, prepared in accordance with generally accepted accounting
principles, have been condensed or omitted pursuant to the rules and regulations
of the Securities and Exchange Commission. Results of operations for the three-
month period ended March 31, 1999 are not necessarily indicative of future
financial results.

Investors should read these interim statements in conjunction with the audited
financial statements and notes thereto included in our annual report (Commission
File Number 0-25131) filed on Form 10-K for the fiscal year ended December 31,
1998. Certain prior period balances have been reclassified to conform to
current period presentation.

2. Investment in Privately Held Company

The Company invests in equity instruments of privately-held, information
technology companies for business and strategic purposes. These investments are
included in other long-term assets and are accounted for under the cost method.
For these non-quoted investments, the Company's policy is to regularly review
the assumptions underlying the operating performance and cash flow forecasts in
assessing the carrying values. The Company identifies and records impairment
losses on long-lived assets when events and circumstances indicate that such
assets might be impaired. To date, no such impairment has been recorded.

On January 1, 1999 the Company purchased 250,000 shares of Series D Convertible
Preferred Stock of a privately held online merchant company at $2.00 per share
in a private placement transaction.

3. Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of
credit risk consist primarily of cash equivalents, short-term investments, and
trade receivables. The Company places its cash equivalents with major financial
institutions. The Company operates in one business segment and sells
advertising to various companies across several industries. Accounts receivable
are typically unsecured and are derived from revenues earned from customers
primarily located in the United States operating in a wide variety of industries
and geographic areas. The Company performs ongoing credit evaluations of its
customers and maintains reserves for potential credit losses. For the three
months ended March 31, 1999, one customer accounted for approximately 29% of
revenues. For the year ended December 31, 1998, one customer accounted for
approximately 21% of revenues. At March 31, 1999, one customer accounted for
approximately 36% of accounts receivable. At December 31, 1998, one customer
accounted for approximately 27% of accounts receivable.

4. Reclassification of Expense

Management determined that distribution revenue share costs, previously
classified as Cost of Revenues, were more appropriately classified as Sales and
Marketing. Under these agreements, affiliates are paid a portion of certain
advertising revenues generated from traffic on co-branded distribution pages.
This reclassification has been made to the 1998 financial statements to conform
with the 1999 presentation.

5. Subsequent Events

On April 6, 1999, the Company announced that its Board of Directors had approved
a 2-for-1 stock split of its common stock for stockholders of record on April
19, 1999. The stock began trading at the post-split price on May 5, 1999.

In April 1999, the Company closed a follow-on offering in which net proceeds of
approximately $186.5 million were raised. The Company sold 2,170,000 shares of
its common stock and certain stockholders sold 1,510,000 shares of common stock.

Item 2. -- Management's Discussion and Analysis of Financial Condition and
Results of Operations.

You should read the following discussion and analysis in conjunction with
our Condensed Consolidated Financial Statements and Notes to Condensed
Consolidated Financial Statements thereto included elsewhere in this report. In
addition to historical information, the following discussion contains certain
forward-looking statements that involve known and unknown risks and
uncertainties, such as statements of our plans, objectives, expectations and
intentions. You should read the cautionary statements made in this report as
being applicable to all related forward-looking statements wherever they appear
in this report. Our actual results could differ materially from those discussed
in the forward-looking statements. Factors that could cause or contribute to
such differences include, but are not limited to, those discussed below and in
the section entitled "Factors Affecting InfoSpace.com's Operating Results,
Business Prospects and Market Price of Stock," and in our reports filed with the
Securities and Exchange Commission including our annual report on Form 10-K for
the year ended December 31, 1998 (the "Form 10-K"). You should not rely on these
forward-looking statements, which reflect only our opinion as of the date of
this report. We do not assume any obligation to revise forward-looking
statements.

Overview

InfoSpace.com is a leading provider of private label solutions for
content, community and commerce to Web sites and Internet appliances. We began
operations in March 1996. During the period from inception through December 31,
1996, we had insignificant revenues and were primarily engaged in the
development of technology for the aggregation, integration and distribution of
Internet content and the hiring of employees. In 1997, we expanded our
operations, adding business development and sales personnel in order to
capitalize on the opportunity to generate Internet advertising revenues. We
began generating material revenues in 1997 through the sale of advertising on
the Web pages that deliver our content services.

We currently derive substantially all of our revenues from advertising,
which includes national, local and classifieds, promotions, including content
carriage, e-commerce, premium services, and from our non-advertising based
private label solutions. We tailor agreements to fit the needs of our partners,
and under any one agreement we may earn revenue from a combination of these
sources.

In order to evaluate and forecast revenue derived from these different
revenue sources, the principal revenue metric we utilize is productivity per
page. This metric measures the Company's ability to generate revenue from
traffic. To compute revenue produced per page you divide total revenue for a
reporting period by the total number of page views in the same period. For the
three-month period ended March 31, 1999, traffic totaled 1.2 billion page views,
a 231% increase over the 367 million page views for the comparable quarter in
1998. Revenue per thousand page views was $4.23, and increase from $2.77 for
the comparable quarter of 1998. The productivity per page varies due to the lag
time it takes to sell the page views as traffic grows.

We expect to incur significant operating losses on a quarterly basis in
the future. In light of the rapidly evolving nature of our business, and limited
operating history, we believe that period-to-period comparisons of our revenues
and operating results are not necessarily meaningful, and you should not rely on
them as indicators of future performance. Although we have experienced
sequential quarterly growth in revenues over the past seven quarters, we do not
believe that our historical growth rates are necessarily sustainable or
indicative of future growth.

Results of Operations

First Quarter 1999 Compared to First Quarter 1998

Revenues. Revenues increased $4.13 million, or 406.4%, to $5.14 million in
the three-month period ended March 31, 1999, from $1.02 million for the
comparable period in 1998. This increase is due primarily to increased expansion
of our affiliate network, increased traffic to our affiliate network that
results in increased page views, increased use of our content and commerce
services, as well as larger and longer term agreements with certain advertisers
and affiliates. Barter revenues were 3.6% of total revenues for the three month
period ended March 31, 1999.

We have experienced, and expect to continue to experience, seasonality in
our business, with reduced user traffic on our affiliate network expected during
the summer and year-end vacation and holiday periods, when usage of the Internet
has typically declined. Advertising sales in traditional media, such as
broadcast and cable television, generally decline in the first and third
quarters of each year. Depending on the extent to which the Internet and
commercial online services are accepted as an advertising medium, seasonality in
the level of advertising expenditures could become more pronounced for Internet-
based advertising. Seasonality in Internet service usage and advertising
expenditures is likely to cause quarterly fluctuations in our results of
operations.

Cost of Revenues. Cost of revenues consists of expenses associated with
the enhancement, maintenance and support of our content services, including
direct personnel expenses, communication costs such as high-speed Internet
access with dedicated DS-3 communication lines, server equipment depreciation,
and license fees related to third-party content. Cost of revenues were $873,000,
or 17.0% of revenues, for the three-month period ended March 31, 1999 as
compared to $212,000, or 20.9% of revenues, for the three-month period ended
March 31, 1998. The absolute dollar increase is primarily attributable to costs
incurred in order to support greatly increased delivery of content and commerce
solutions. We expect the absolute dollars spent on enhanced content and expanded
communication backbone will continue to increase for the foreseeable future. We
currently anticipate cost of revenues will be in the range of high teens to low
twenties as a percentage of revenues for the remainder of 1999.

Product Development Expenses. Product development expenses consist
principally of personnel costs, and include expenses for research, design and
development of the proprietary technology we use to aggregate, integrate and
distribute our content and commerce services. Product development expenses
increased $148,000, or 298.9%, to $198,000 in the three-month period ended March
31, 1999, from $50,000 for the comparable period in 1998. As a percentage of
revenues, these expenses were 3.8% for the three-month period ended March 31,
1999 versus
9

4.9% for the comparable period in 1998. The increase in absolute dollars is
primarily attributable to increases in engineering personnel needed for
continued development of our products and service offerings. We believe that
significant investments in technology are necessary to remain competitive.
Accordingly, we expect product development expenses to continue to increase in
absolute dollars as we hire additional engineering personnel who will develop
and enhance our proprietary technology.

On January 1, 1999 we adopted Statement of Position 98-1 (SOP 98-1),
Accounting for the Costs of Computer Software Developed or Obtained for Internal
Use, which requires certain product development costs to be capitalized and
amortized over future periods, which prior to the adoption of SOP 98-1, were
expensed. For the three-month period ended March 31, 1999, we capitalized
approximately $77,000 of product development costs.

Sales and Marketing Expenses. Sales and marketing expenses consist
primarily of salaries and related benefits for sales and marketing personnel,
trademark licensing, carriage fees and distribution revenue share paid to
certain affiliates to include our content services on their Web sites,
traditional advertising and promotional expenses, sales office expenses and
travel expenses. Sales and marketing expenses increased $3.4 million, or 763.1%,
to $3.85 million in the three-month period ended March 31, 1999, from $446,000
for the comparable period in 1998. As a percentage of revenues, these expenses
were 74.8% for the three-month period ended March 31, 1999 versus 43.9% for the
comparable period in 1998. The increase was primarily due to trademark licensing
and carriage fees paid to certain affiliates under agreements entered into
during the third and fourth quarters of 1998, and to expansion of our business
development group in Redmond and expansion of our sales offices in San Francisco
and New York. In accordance with our plan for 1999, we plan to significantly
increase sales and marketing expenses in the coming quarters to support the
launch of our new service offerings.

General and Administrative Expenses. General and administrative expenses
consist primarily of fees for professional services, bad debt expenses, goodwill
and intangible asset amortization, occupancy and general office expenses,
salaries and related benefits for administrative and executive staff, B&O taxes
to the State of Washington on gross receipts and franchise taxes to the State of
Delaware on total assets and outstanding stock. General and administrative
expenses increased $1.6 million, or 496.6%, to $1.9 million in the three-month
period ended March 31, 1999, from $324,000 for the comparable period in 1998. As
a percentage of revenues, these expenses were 37.6% for the three-month period
ended March 31, 1999 versus 31.9% for the comparable period in 1998. These
increases were primarily due to increased staffing levels necessary to manage
and support our expanding operations, expansion of our facilities, and
amortization of goodwill related to the Outpost acquisition.

Other Income, Net. Other income consists primarily of interest income.
Other income increased to $1.1 in the three-month period ended March 31, 1999,
from $5,000 for the comparable period in 1998. This increase was primarily due
to interest earned on higher average cash and investment balances resulting from
proceeds received from private financings in July and August of 1998 and from
the net proceeds from our initial public offering completed on December 15,
1998.

Equity in Loss from Joint Venture. Equity in loss from joint venture
consists of losses attributable to our 50% interest in TDL InfoSpace (Europe)
Limited, our joint venture with
10

Thomson Directories Limited in the United Kingdom. For the three-month period
ended March 31, 1999, we recorded joint venture losses totaling approximately
$70,000 in this joint venture, due primarily to start-up operating costs and
direct selling costs.

Provision for Income Taxes. Net operating losses have been incurred to
date on a cumulative basis, and no tax benefit has been recorded, as sufficient
uncertainty exists regarding the realizability of the deferred tax assets.

Net Loss. Our losses increased $693,000 to $705,000 in the three-month
period ended March 31, 1999, from $12,000 for the comparable period in 1998. Our
cumulative losses sustained since inception total $10.6 million.

Quarterly and Seasonal Fluctuations. Our financial results have varied on
a quarterly basis and are likely to fluctuate substantially in the future. These
fluctuations may be caused by several factors, many of which are beyond our
control. These factors include:

. the addition or loss of affiliates;

. variable demand for our content and commerce solutions by our
affiliates;

. the cost of acquiring and the availability of content;

. the overall level of demand for content and commerce services;

. our ability to attract and retain advertisers and content providers;

. seasonal trends in Internet usage and advertising placements;

. the amount and timing of fees we pay to our affiliates to include our
content and commerce solutions on their Web sites;

. the productivity of our direct sales force and the sales forces of the
independent yellow pages publishers, media companies and direct
marketing companies that sell local Internet yellow pages advertising
for us;

. the amount and timing of increased expenditures for expansion of our
operations, including the hiring of new employees, capital
expenditures and related costs;

. our ability to continue to enhance, maintain and support our
technology;

. the result of litigation that is currently ongoing against
InfoSpace.com, or any litigation that is filed against us in the
future;

. our ability to attract and retain personnel;

. the introduction of new or enhanced services by us or our affiliates,
or other companies that compete with us or our affiliates;

. price competition or pricing changes in Internet advertising and
Internet services, such as ours;

. technical difficulties, system downtime, system failures or Internet
brown-outs;

. political or economic events and governmental actions affecting
Internet operations or content; and

. general economic conditions and economic conditions specific to the
Internet.

If one or more of these factors or other factors occur, our business could
suffer.

In addition, because InfoSpace.com only began operations in March 1996, and
because the market for Internet services such as ours is new and evolving, it is
very difficult to predict future financial results. We plan to significantly
increase our sales and marketing, research and development and general and
administrative expenses in the remainder of 1999. Our expenses are partially
based on our expectations regarding future revenues, and are largely fixed in
nature, particularly in the short term. As a result, if our revenues in a period
do not meet our expectations, our financial results will likely suffer.

Liquidity and Capital Resources

From our inception in March 1996 through May 1998, we funded operations
with approximately $1.5 million in equity financing and, to a lesser extent,
from revenues generated for services performed. In May 1998, we completed a $5.1
million private placement of our common stock, and in July and August 1998, we
completed an additional private placement of our common stock for $8.2 million.
Sales of our common stock to employees pursuant to our 1998 Stock Purchase
Rights Plan also raised $1.7 million in July 1998. Our initial public offering
in December 1998 yielded net proceeds of $77.8 million and a follow-on public
offering in April 1999 yielded net proceeds of $186.5 million. As of March 31,
1999, we had cash and short-term investments of $67.6 million.

Net cash used by operating activities was $5.2 million in the three months
ended March 31, 1999. Cash used in operating activities in the three months
ended March 31, 1999 consisted primarily of net operating losses, increases in
prepaid expenses and other assets, and reductions in accrued expenses and
accounts payable.

Net cash provided by investing activities was $22.0 million in the three
months ended March 31, 1999. Cash provided by investing activities consisted
primarily of proceeds from investment maturities, offset by investment
purchases, investment in private equity securities, and equipment purchases.

We believe that existing cash balances, cash equivalents and cash generated
from operations will be sufficient to meet our anticipated cash needs for
working capital and capital expenditures for at least the next 12 months.
However, the underlying assumed levels of revenues and expenses may not prove to
be accurate. We may seek additional funding through public or private financings
or other arrangements prior to such time. Adequate funds may not be available
when needed or may not be available on favorable terms. If we raise additional
funds by issuing equity securities, dilution to existing stockholders will
result. If funding is insufficient at any time in the future, we may be unable
to develop or enhance our products or services, take advantage of business
opportunities or respond to competitive pressures, any of which could harm our
business. See "Factors Affecting InfoSpace.com's Operating Results, Business
Prospects and Market Price of Stock--We May Require Additional Funding."

Year 2000 Compliance

Many currently installed computer systems and software products are coded
to accept only two-digit entries in the date code field and cannot distinguish
21st century dates from 20th century dates. These date code fields will need to
accept four digit entries to distinguish 21st century dates. As a result, many
companies may need to upgrade, repair or replace their computer systems and
software ("IT Systems") and other property and equipment not directly associated
with IT Systems ("Non-IT Systems"), including ones with embedded technology such
as microcontrollers, in order to comply with Year 2000 requirements.

We have conducted an internal review of most of our internal IT Systems and
Non-IT Systems. Because we developed our software products and services
internally, beginning at inception in 1996 when the Year 2000 problem already
had some visibility, we were largely able to anticipate four digit requirements.
In conjunction with ongoing reviews of our own products and services, we are
also reviewing our IT infrastructure, including network equipment and servers.
We do not anticipate material problems with network equipment, as our current
configuration was installed in 1998. Similarly, most of our servers were
purchased in 1997 and 1998, and each server is being amortized over a three-year
period. With this relatively current equipment, we do not anticipate material
Year 2000 compliance problems, and any servers that we find cannot be updated
will be replaced either in the normal replacement cycle or on an accelerated
basis. We have also internally standardized our machines on Windows NT 4.0,
using reasonably current service packs, which we are advised by our vendor are
Year 2000 compliant.

We use multiple software systems for internal business purposes, including
accounting, email, development, human resources, customer service and support,
and sales tracking systems. All of these applications have been purchased within
the last three years. We have made inquiries of vendors of systems we believe to
be mission critical to our business regarding their Year 2000 readiness.
Although we have received various assurances, we have not received affirmative
documentation of Year 2000 compliance from any of these vendors, and we have not
performed any operational tests on our internal systems. We generally do not
have any contractual rights with third party providers should their equipment or
software fail due to Year 2000 issues. If this third party equipment or software
does not operate properly with regard to Year 2000, we may incur unexpected
expenses to remedy any problems. These expenses could potentially include
purchasing replacement hardware and software. We have not determined the state
of compliance of certain third-party suppliers of services such as phone
companies, long distance carriers, financial institutions and electric
companies, the failure of any one of which could severely disrupt our ability to
carry on our business.

We anticipate that our review of Year 2000 issues and any remediation
efforts will continue throughout calendar 1999. To date, we have spent less than
an estimated $10,000 to remediate our Year 2000 issues. If any Year 2000 issues
are uncovered with respect to these systems or our other internal systems, we
believe that these problems will be able to be resolved without material
difficulty as replacement systems are available on commercially reasonable
terms. We presently estimate that the total remaining cost of addressing Year
2000 issues will not exceed $100,000. These estimates were derived utilizing a
number of assumptions, including the assumption that we have already identified
our most significant Year 2000 issues. However, these assumptions may not be
accurate, and actual results could differ materially from those anticipated. In
view of our Year 2000 review and remediation efforts to date, the recent
development of our products and services, the recent installation of our
networking equipment

and servers, and the limited activities that remain to be completed, we do not
consider contingency planning to be necessary at this time.

Our applications operate in complex network environments and directly and
indirectly interact with a number of other hardware and software systems. We are
unable to predict to what extent our business may be affected if our systems or
the systems that operate in conjunction with it experience a material Year 2000
failure. Known or unknown errors or defects that affect the operation of our
software and systems could result in delay or loss of revenue, interruption of
services, cancellation of customer contracts, diversion of development
resources, damage to our reputation, increased service and warranty costs, and
litigation costs, any of which could adversely affect our business, financial
condition and results of operations. The most likely worst case scenario is that
the Internet fails and we are unable to offer our content and commerce services.

Factors Affecting Infospace.com's Operating Results, Business Prospects and
Market Price of Stock

In addition to other information in this report, investors evaluating us
and our business should carefully consider the following risk factors and the
additional risk factors set forth in our Form 10-K under the heading "Factors
Affecting InfoSpace.com Operating Results," including the following risks: our
business model is evolving and unproven, we rely on our relationships with
affiliates, we rely on third parties for sales of Internet yellow pages
advertising, advertisers may not adopt the Internet as an advertising medium,
our advertising arrangements involve risks, we depend on third parties for
content, we depend on key personnel, we need to hire additional personnel, we
need to manage our growth and implement procedures and controls, our
international expansion plans involve risks, our business is highly competitive,
our business relies on the performance of our systems, our industry is
experiencing consolidation, we are subject to pending legal proceedings, we rely
on internally developed software and systems, rapid technological change affects
our business, we rely on the Internet infrastructure, we receive information
that may subject us to liability, our networks face security risks, we may be
unable to adequately protect or enforce our intellectual property rights, we may
become subject to government regulation, potential acquisitions involve risks,
we may require additional funding, management owns a large percentage of our
stock, year 2000 issues could adversely impact our business, our stock price has
been and may continue to be volatile, future sales of our common stock may
depress our stock price, certain anti-takeover provisions my affect the price of
our stock. These risks may impair our operating results and business prospects
and the market price of our stock. This report contains forward-looking
statements that involve risks and uncertainties. These forward-looking
statements include, but are not limited to, statements regarding expected
operating losses, increased spending on enhanced content and expanded
communication backbone, anticipated cost of revenues, increased product
development expenses, increased sales and marketing expenses, anticipated cash
needs and the absence of material Year 2000 compliance problems and the time
frame and cost of addressing any Year 2000 problems. Forward-looking statements
are subject to known and unknown risks, uncertainties and other factors that may
cause our and the strategic Internet services industry's actual results, levels
of activity, performance, achievements and prospects to be materially different
from those expressed or implied by such forward-looking statements. The risks
set forth below and elsewhere in this form report could cause actual results to
differ materially from those projected.

We Have a Limited Operating History and a History of Losses.

We have a very limited operating history, which makes it difficult to
evaluate our business and prospects. We have incurred net losses since our
inception in March 1996. At March 31, 1999, we had an accumulated deficit of
approximately $10.6 million. We expect to incur significant operating losses on
a quarterly basis in the future. We may never be profitable. Our prospects must
be considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of development, particularly
companies in new and rapidly evolving markets such as Internet services. To
address the risks we face and to be able to achieve and sustain profitability,
we must, among other things:

. develop and maintain strategic relationships with potential content
providers and affiliates;

. identify and acquire the rights to additional content;

. successfully integrate new features with our content and commerce
services;

. expand our sales and marketing efforts, including relationships with
third parties to sell local advertising for our Internet yellow pages
directory services;

. maintain and increase our affiliate and advertiser base;

. successfully expand into international markets;

. retain and motivate qualified personnel; and

. successfully respond to competitive developments.

If we do not effectively address the risks we face, our business will
suffer and we may never achieve or sustain profitability.

Our Financial Results Are Likely to Fluctuate.

Our financial results have varied on a quarterly basis and are likely to
fluctuate substantially in the future. These fluctuations may be caused by
several factors, many of which are beyond our control. These factors include:

. the addition or loss of affiliates;

. variable demand for our content and commerce solutions by our
affiliates;

. the cost of acquiring and the availability of content;

. the overall level of demand for content and commerce services;

. our ability to attract and retain advertisers and content providers;

. seasonal trends in Internet usage and advertising placements;

. the amount and timing of fees we pay to our affiliates to include our
content and commerce solutions on their Web sites;

. the amount and timing of increased expenditures for expansion of our
operations, including the hiring of new employees, capital expenditures
and related costs;

. our ability to continue to enhance, maintain and support our technology;

. the result of litigation that is currently ongoing against
InfoSpace.com, or any litigation that is filed against us in the future;

. our ability to attract and retain personnel;

. the introduction of new or enhanced services by us or our affiliates, or
other companies that compete with us or our affiliates;

. price competition or pricing changes in Internet advertising and
Internet services, such as ours;

. technical difficulties, system downtime, system failures or Internet
brown-outs;

. political or economic events and governmental actions affecting Internet
operations or content; and

. general economic conditions and economic conditions specific to the
Internet.

If one or more of these factors or other factors occur, our business could
suffer.

In addition, because InfoSpace.com only began operations in March 1996, and
because the market for Internet services such as ours is new and evolving, it is
very difficult to predict future financial results. We plan to significantly
increase our sales and marketing, research and development and general and
administrative expenses in 1999. Our expenses are partially based on our
expectations regarding future revenues, and are largely fixed in nature,
particularly in the short term. As a result, if our revenues in a period do not
meet our expectations, our financial results will likely suffer.

Our Business Is Seasonal.

During the summer months and year-end holiday season, Internet usage
typically declines, and our affiliates experience reduced user traffic. In
addition, advertising sales in traditional media, such as broadcast and cable
television, generally declines in the first and third quarters of the year. This
seasonality is likely to cause fluctuations in our financial results.

We Rely on Advertising and Promotion Revenues.

We derive substantially all of our revenues from the sale of national and
local advertisements and promotions on the Web pages that deliver our content,
and we expect this to continue in the future. Our ability to increase our
revenues will depend upon a number of factors, including the following:

. the acceptance of the Internet as an advertising medium by national and
local advertisers;

. the acceptance and regular use of our content and commerce solutions by
a large number of users who have demographic characteristics that are
attractive to advertisers;

. the success of our strategy to sell local Internet yellow pages
advertising through third parties;

. the expansion and productivity of our advertising sales force; and

. the development of the Internet as an attractive platform for electronic
commerce.

We are relying on revenues from local Internet yellow pages advertising as
a significant source of our future revenues. However, we have not yet generated
significant revenues from local Internet yellow pages advertising.

We Rely on a Small Number of Advertising Customers.

We derive a substantial portion of our revenues from a small number of
advertising customers. We expect that this will continue in the foreseeable
future. In particular, 800-U.S. Search, Inc. accounted for approximately 20.6%
of our revenues for the year ended December 31, 1998 and 28.8% of our revenue
for the three months ended March 31, 1999. In addition, 800-U.S. Search
represented approximately 35.7% of our accounts receivable as of March 31, 1999.

Our top ten advertising customers represented 62.7% of our revenues in the
first quarter of 1999. If we lose any of these customers, including 800-U.S.
Search in particular, or if any of these customers are unable or unwilling to
pay us amounts that they owe us, our financial results will suffer.

Many of Our Customers Are Emerging Internet Companies.

A significant portion of our revenues is derived from sales of advertising
to other Internet companies. Many of these companies have limited operating
histories, are operating at a loss and have limited access to capital. Many of
these businesses could fail and, in any event, represent credit risks. Our bad
debt expense represented approximately 3.3% of our revenues in the quarter ended
March 31, 1999 compared to 4.6% for the quarter ended December 31, 1998 and 9.7%
for the quarter ended September 30, 1998. If our customer base experiences
financial difficulties or fails to experience commercial success, our business
will suffer.

You Should Not Rely on Forward-looking Statements.

You should not rely on forward-looking statements in this report. This
report contains forward-looking statements that involve risks and uncertainties.
We use words such as "anticipates," "believes," "plans," "expects," "future,"
"intends" "may," "will," "should," "estimates," "predicts," "potential,"
"continue" and similar expressions to identify such forward-looking statements.
This report also contains forward-looking statements attributed to certain third
parties relating to their estimates regarding the growth of certain markets.
Forward-looking statements are subject to known and unknown risks, uncertainties
and other factors that may

cause our and the strategic Internet services industry's actual results, levels
of activity, performance, achievements and prospects to be materially different
from those expressed or implied by such forward-looking statements. These risks,
uncertainties and other factors include, among others, those identified under
"Factors Affecting InfoSpace.com's Operating Results, Business Prospects and
Market Price of Stock" and elsewhere in this report.

These forward-looking statements, apply only as of the date of this report.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties, and assumptions, the forward-looking
events discussed in this report might not occur. Our actual results could differ
materially from those anticipated in these forward-looking statements for many
reasons, including the risks faced by us described above and elsewhere in this
report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to financial market risks, including changes in interest
rates. We typically do not attempt to reduce or eliminate our market exposures
on our investment securities because the majority of our investments are short-
term. We do not have any derivative instruments.

The fair value of our investment portfolio or related income would not be
significantly impacted by either a 100 basis point increase or decrease in
interest rates due mainly to the short-term nature of the major portion of our
investment portfolio.

All the potential changes notes above are based on sensitivity analysis
performed on our balances as of March 31, 1999.

PART II -- OTHER INFORMATION

Items 1 through 5

Not applicable with respect to the current reporting period.

Item 6. -- Exhibits and Reports on Form 8-K:

a. Exhibits

27.1 Financial Data Schedule

b. Reports on Form 8-K.

No reports on Form 8-K were filed with the Securities and Exchange Commission
during the quarter ended March 31, 1999.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

INFOSPACE.COM, INC.

By:/s/ Tammy D. Halstead
-----------------------
Tammy D. Halstead
Vice President and
Chief Accounting Officer

Dated: May 13, 1999