________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                           CURRENT REPORT PURSUANT TO
                           SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 7, 2000

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

                                DOUBLECLICK INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                    DELAWARE
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)

                                             
                  000-23709                                  13-3870996
          (COMMISSION FILE NUMBER)               (I.R.S. EMPLOYER IDENTIFICATION NO.)

  450 WEST 33RD STREET, NEW YORK, NEW YORK                       10001
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)



                                 (212) 683-0001
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                      N.A.
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

________________________________________________________________________________




ITEM 5. OTHER EVENTS.

    On August 7, 2000, DoubleClick Inc. and AltaVista Company announced a
restructuring of the agreement covering the services that DoubleClick provides
to AltaVista.

    A copy of the press release with respect to this announcement is attached
hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS




   EXHIBIT NUMBER
   --------------
         
   99.1     Press Release issued on August 7, 2000 announcing a restructuring
            of the agreement covering the services that DoubleClick provides
            to AltaVista.




                                   SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                 DOUBLECLICK INC.
                                 .....................................
                                 (Registrant)

                                  By: /s/ Elizabeth Wang
                                      .................................
                                      Name: Elizabeth Wang
                                      Title: Vice President and General Counsel


Dated: August 10, 2000

                            STATEMENT OF DIFFERENCES



The copyright symbol shall be expressed as..................................'c'










  EXHIBIT                    EXHIBIT INDEX
  -------                    -------------
      
   99.1     Press Release issued on August 7, 2000 announcing a restructuring
            of the agreement covering the services that DoubleClick provides
            to AltaVista.