	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)(1)

aQuantive, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 per share

(Title of Class of Securities)

03839G105

(CUSIP Number)

December 31, 2003

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
ý	Rule 13d-1(d)

(1) The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 03839G105

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Oak Investment Partners VIII, Limited Partnership 06-1522124

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 5,634,978 Shares of Common Stock

			6.		Shared Voting Power Not applicable

			7.		Sole Dispositive Power 5,634,978 Shares of Common Stock

			8.		Shared Dispositive Power Not applicable

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,634,978 Shares of Common Stock

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 9.4%

	12.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Oak Associates VIII, LLC 06-1523705

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power Not applicable

			6.		Shared Voting Power 5,634,978 Shares of Common Stock

			7.		Sole Dispositive Power Not applicable

			8.		Shared Dispositive Power 5,634,978 Shares of Common Stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,634,978 Shares of Common Stock

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 9.4%

	12.	Type of Reporting Person (See Instructions) OO-LLC

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Oak VIII Affiliates Fund, Limited Partnership 06-1528836

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 109,139 Shares of Common Stock

			6.		Shared Voting Power Not applicable

			7.		Sole Dispositive Power 109,139 Shares of Common Stock

			8.		Shared Dispositive Power Not applicable

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 109,139 Shares of Common Stock

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.2%

	12.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Oak VIII Affiliates, LLC 06-1531129

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power Not applicable

			6.		Shared Voting Power 109,139 Shares of Common Stock

			7.		Sole Dispositive Power Not applicable

			8.		Shared Dispositive Power 109,139 Shares of Common Stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 109,139 Shares of Common Stock

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.2%

	12.	Type of Reporting Person (See Instructions) OO-LLC

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Oak Management Corporation 06-0990851

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power Not applicable

			6.		Shared Voting Power 5,744,117 Shares of Common Stock

			7.		Sole Dispositive Power Not applicable

			8.		Shared Dispositive Power 5,744,117 Shares of Common Stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,744,117 Shares of Common Stock

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 9.6%

	12.	Type of Reporting Person (See Instructions) CO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Bandel L. Carano

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power Not applicable

			6.		Shared Voting Power 5,744,117 Shares of Common Stock

			7.		Sole Dispositive Power Not applicable

			8.		Shared Dispositive Power 5,744,117 Shares of Common Stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,744,117 Shares of Common Stock

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 9.6%

	12.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Gerald R. Gallagher

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power Not applicable

			6.		Shared Voting Power 5,744,117 Shares of Common Stock

			7.		Sole Dispositive Power Not applicable

			8.		Shared Dispositive Power 5,744,117 Shares of Common Stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,744,117 Shares of Common Stock

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 9.6%

	12.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Edward F. Glassmeyer

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power Not applicable

			6.		Shared Voting Power 5,744,117 Shares of Common Stock

			7.		Sole Dispositive Power Not applicable

			8.		Shared Dispositive Power 5,744,117 Shares of Common Stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,744,117 Shares of Common Stock

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 9.6%

	12.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Fredric W. Harman

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power Not applicable

			6.		Shared Voting Power 5,744,117 Shares of Common Stock

			7.		Sole Dispositive Power Not applicable

			8.		Shared Dispositive Power 5,744,117 Shares of Common Stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,744,117 Shares of Common Stock

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 9.6%

	12.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ann H. Lamont

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power Not applicable

			6.		Shared Voting Power 5,744,117 Shares of Common Stock

			7.		Sole Dispositive Power Not applicable

			8.		Shared Dispositive Power 5,744,117 Shares of Common Stock

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,744,117 Shares of Common Stock

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 9.6%

	12.	Type of Reporting Person (See Instructions) IN

Item 1.
	(a)	Name of Issuer aQuantive, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 506 Second Avenue, 9^th Floor Seattle, Washington 98104

Item 2.
	(a)	Name of Person Filing Oak Investment Partners VIII, Limited Partnership Oak Associates VIII, LLC Oak VIII Affiliates Fund, Limited Partnership Oak VIII Affiliates, LLC Oak Management Corporation Bandel L. Carano Gerald R. Gallagher Edward F. Glassmeyer Fredric W. Harman Ann H. Lamont
	(b)	Address of Principal Business Office or, if none, Residence c/o Oak Management Corporation One Gorham Island Westport, Connecticut 06880
	(c)	Citizenship Please refer to Item 4 on each cover sheet for each filing person.
	(d)	Title of Class of Securities Common stock, par value $0.01 per share
	(e)	CUSIP Number 03839G105

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Not applicable

Item 4.	Ownership
This Amendment No. 3 to Schedule 13G is the first of two Schedule 13G amendments being filed by the Reporting Persons on the date hereof. This Amendment No. 3 to Schedule 13G reports the beneficial ownership of the Reporting Persons as of December 31, 2003 pursuant to Rule 13d-2(b) of the Securities Exchange Act of 1934, as amended. On February 2, 2004, Oak Investment Partners VIII, Limited Partnership (“Oak Investment VIII”) and Oak VIII Affiliates Fund, Limited Partnership (“Oak Affiliates VIII”) made an in-kind distribution, without any additional consideration, of 5,600,643 shares and 108,474 shares of Common Stock, respectively, to their respective limited partners. As a result of these in-kind distributions, each of the Reporting Persons is no longer a beneficial owner of more than five percent of the Common Stock. The Reporting Persons are filing an Amendment No. 4 to Schedule 13G to report the beneficial ownership of the Reporting Persons as of February 2, 2004 after giving effect to the consummation of the in-kind distributions.
The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons is based upon 59,970,641 shares outstanding as of November 7, 2003, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003, plus shares issuable upon exercise of options to acquire Common Stock as described in the following two paragraphs.
Amounts shown as beneficially owned by each of Oak Investment VIII, Oak Associates VIII, LLC, Oak Management Corporation (“Oak Management”), Bandel L. Carano, Gerald R. Gallagher, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont include currently exercisable options to purchase 34,335 shares of Common Stock which may be deemed to be held by Fredric W. Harman on behalf of Oak Investment VIII.
Amounts shown as beneficially owned by each of Oak Affiliates VIII and Oak VIII Affiliates, LLC, Oak Management, Bandel L. Carano, Gerald R. Gallagher, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont include currently exercisable options to purchase 665 shares of Common Stock which may be deemed to be held by Fredric W. Harman on behalf of Oak Affiliates VIII.
By making this filing, the Reporting Persons acknowledge that they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with the securities of the Issuer. Each Reporting Person disclaims the existence of a “group” and disclaims beneficial ownership of all shares of Common Stock or securities convertible into or exercisable for Common Stock other than any shares or other securities reported herein as being owned by it, him or her, as the case may be.
Please see Items 5, 6, 7, 8, 9 and 11 for each cover sheet for each filing entity.

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable

Item 8.	Identification and Classification of Members of the Group
Not applicable

Item 9.	Notice of Dissolution of Group
Not applicable

Item 10.	Certification
Not applicable

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2004

Entities:

Oak Investment Partners VIII, Limited Partnership Oak Associates VIII, LLC Oak VIII Affiliates Fund, Limited Partnership Oak VIII Affiliates, LLC Oak Management Corporation

	By:	/s/ Edward F. Glassmeyer
			Edward F. Glassmeyer, as General Partner or Managing Member or as Attorney-in-fact for the above-listed entities


Individuals:

Bandel L. Carano Gerald R. Gallagher Edward F. Glassmeyer Fredric W. Harman Ann H. Lamont


	By:	/s/ Edward F. Glassmeyer
			Edward F. Glassmeyer, Individually and as Attorney-in-fact for the above-listed individuals

INDEX TO EXHIBITS

EXHIBIT A		Agreement of Reporting Persons

EXHIBIT B		Power of Attorney

Exhibit 99.(b)

EXHIBIT B

Power of Attorney

The undersigned hereby make, constitute and appoint each of Edward F. Glassmeyer and Ann H. Lamont, acting jointly or individually, with full power of substitution, the true and lawful attorney-in-fact for the undersigned, in the undersigned’s name, place and stead and on the undersigned’s behalf, to complete, execute and file with the United States Securities and Exchange Commission (the “Commission”), a statement on Schedule 13G with respect to the securities of any or all of the following entities:

aQuantive, Inc., a Washington corporation;

Concur Technologies, Inc., a Delaware corporation;

InterNAP Network Services Corporation, a Delaware corporation;

and any and all amendments thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and any other forms, certificates, documents or instruments (including a Joint Filing Agreement) that the attorneys-in-fact (or either of them) deems necessary or appropriate in order to enable the undersigned to comply with the requirements of said Section 13(d) and said rules and regulations.

This Power of Attorney shall remain in effect for a period of two years from the date hereof or until such earlier date as a written revocation thereof is filed with the Commission.

Dated: February 9, 2004

Oak Management Corporation

By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: President


Oak Investment Partners VI, Limited Partnership
By: Oak Associates VI, LLC, its general partner

By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member


Oak Associates VI, LLC

By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member


Oak VI Affiliates Fund, Limited Partnership
By: Oak VI Affiliates, LLC

By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member


Oak VI Affiliates, LLC

By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member


Oak Investment Partners VII, Limited Partnership
By: Oak Associates VII, LLC, its general partner

By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member

Oak Associates VII, LLC

By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member


Oak VII Affiliates Fund, Limited Partnership
By: Oak VII Affiliates, LLC

By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member


Oak VII Affiliates, LLC

By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member


Oak Investment Partners VIII, Limited Partnership
By: Oak Associates VIII, LLC, its general partner

By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member


Oak Associates VIII, LLC

By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member


Oak VIII Affiliates Fund, Limited Partnership
By: Oak VIII Affiliates, LLC

By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member

Oak VIII Affiliates, LLC

By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member


Oak Investment Partners IX, Limited Partnership
By: Oak Associates IX, LLC, its general partner


By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member


Oak Associates IX, LLC


By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member


Oak IX Affiliates Fund - A, Limited Partnership
By: Oak IX Affiliates, LLC


By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member


Oak IX Affiliates Fund, Limited Partnership
By: Oak IX Affiliates, LLC


By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member

Oak IX Affiliates, LLC


By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member


Oak Investment Partners X, Limited Partnership
By: Oak Associates X, LLC, its general partner

By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member


Oak Associates X, LLC

By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member


Oak X Affiliates Fund, Limited Partnership
By: Oak X Affiliates, LLC

By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member


Oak X Affiliates, LLC

By:	/s/ Edward F. Glassmeyer
	Name: Edward F. Glassmeyer
	Title: Managing Member


/s/ Bandel L. Carano
	Bandel L. Carano


/s/ Gerald R. Gallagher
	Gerald R. Gallagher

/s/ Edward F. Glassmeyer
	Edward F. Glassmeyer


/s/ Fredric W. Harman
	Fredric W. Harman


/s/ Ann H. Lamont
	Ann H. Lamont


/s/ David B. Walrod
	David B. Walrod