content: <PAGE>
   
  _______________________________________________________________________________
   
                        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):
                                 November 18, 1998
  
  
                               INFOSEEK CORPORATION
  
                              ----------------------
              (Exact name of registrant as specified in its charter)
  
  
  
            Delaware                    000-25071             77-0494507
  ------------------------------       -----------       ------------------
  (State or other jurisdiction         (Commission        (I.R.S. Employer
        of incorporation)              File Number)      Identification No.)
   
  
                              1399 Moffett Park Drive
                            Sunnyvale, California 94089
  
                     (Address of Principal Executive Offices)
                                    (Zip Code)
  
        Registrant's telephone number, including area code: (408) 543-6000
  
  
                                  Not Applicable
            -----------------------------------------------------------
           (Former name or former address, if changed since last report)
  
  
  ________________________________________________________________________________
  <PAGE>
   
  ITEM 1.    CHANGES IN CONTROL OF REGISTRANT
  
         (a) On November 18, 1998, Infoseek Corporation, a Delaware corporation
  (the "Registrant"), pursuant to that certain Agreement and Plan of
  Reorganization dated June 18, 1998 by and among the Registrant, Infoseek
  Corporation, a California corporation and wholly owned subsidiary of the
  Registrant ("Infoseek California"), Starwave Corporation, a Washington
  corporation ("Starwave"), and Disney Enterprises, Inc. ("DEI") (the
  "Reorganization Agreement"), the Registrant ceased to be a wholly owned
  subsidiary of Infoseek California and the former shareholders of Infoseek
  California and Starwave became the shareholders of the Registrant as a result of
  the Mergers as described and defined below in Item 2. In addition, also on
  November 18, 1998, pursuant to the Common Stock and Warrant Purchase Agreement
  dated June 18, 1998 by and between the Registrant and The Walt Disney Company, a
  Delaware corporation ("Disney") (the "Purchase Agreement"), Disney acquired
  2,642,000 additional unregistered shares of common stock of the Registrant, par
  value of $0.001 per share ("Infoseek Delaware Common Stock") (the "Shares"), and
  a warrant to purchase 15,720,000 unregistered shares of Infoseek Delaware Common
  Stock (the "Warrant") in exchange for approximately $70 million in cash and a
  five year promissory note, principal amount $139 million. The Warrant vests,
  subject to certain acceleration events, and becomes exercisable as to one-third
  of the shares subject to the Warrant on each of the first three anniversaries of
  November 18, 1998 at an exercise price equal to 120% of the average closing
  sales price of the Infoseek Delaware common stock on the Nasdaq Stock Market for
  the thirty trading days prior to each such vesting date, subject to a $50.00 per
  share maximum exercise price.
  
         As a result of Disney's prior ownership in Starwave through its affiliate
  Disney Enterprises, Inc., and the purchase of  the Shares and the Warrant,
  Disney became the owner of approximately 43% of the outstanding Infoseek
  Delaware Common Stock and will have the right to acquire, through the Warrant
  and over time, approximately 50.1% of Infoseek Delaware Common Stock on a fully
  diluted basis assuming exercise of all outstanding options, warrants and other
  rights to acquire Infoseek Delaware Common Stock (including those assumed
  pursuant to the Reorganization Agreement).
  
         (b)  Not applicable.
  
  ITEM 2.    ACQUISITION OR DISPOSITION OF ASSETS.
  
         (a) On November 18, 1998, pursuant to the Reorganization Agreement the
  Registrant: (i) acquired Infoseek California through the merger of ICO
  Acquisition Corp., a California corporation and a wholly-owned subsidiary of the
  Registrant ("Infoseek Merger Sub"), with and into Infoseek California (the
  "Infoseek Merger"), which survived the Infoseek Merger as a wholly-owned
  subsidiary of the Registrant; and (ii) acquired Starwave through the merger of
  Starwave Acquisition Corp., a Washington corporation and a wholly-owned
  subsidiary of the Registrant  ("Starwave Merger Sub"), with and into Starwave
  (the "Starwave Merger"), which survived the Starwave Merger as a wholly-owned
  subsidiary of the Registrant.
  
                                        -2-
  <PAGE>
   
         Pursuant to the Infoseek Merger, each outstanding share of the common
  stock, no par value, of Infoseek California ("Infoseek California Common
  Stock"), was converted into the right to receive one share of the registered
  Infoseek Delaware Common Stock.  In addition, options and rights to acquire
  approximately 8.6 million shares of Infoseek California Common Stock outstanding
  under Infoseek California's option plans were assumed by the Registrant and
  converted into options and rights to purchase the same number of shares of
  Infoseek Delaware Common Stock.  A Registration Statement on Form S-8 with
  respect to the shares of Infoseek Delaware Common Stock underlying such options
  and rights was filed by the Registrant on November 18, 1998.
  
         Pursuant to the Starwave Merger, each outstanding share of the common
  stock, par value of $0.01, of Starwave ("Starwave Common Stock") was converted
  into the right to receive 0.2649570 of a share of Infoseek Delaware Common
  Stock.  As a result, approximately 97.8 million shares of Starwave Common Stock
  outstanding immediately prior to the Merger were converted into approximately
  25.9 million registered shares of Infoseek Delaware Common Stock.  In addition,
  options to acquire approximately 8.3 million shares of Starwave Common Stock
  outstanding under Starwave's stock option plans were assumed by the Registrant
  and converted into options to purchase approximately 2.2 million shares of
  Infoseek Delaware Common Stock.  An additional Registration Statement on Form S-
  8 with respect to the shares of Infoseek Delaware Common Stock underlying such
  options was filed by the Registrant on November 18, 1998.  
  
         The summary of the provisions of the Reorganization Agreement set forth
  above is qualified by reference to the Reorganization Agreement, which is
  incorporated herein by reference to Annex A to the Registration Statement on
  Form S-4 of the Registrant (the "Form S-4"), as filed with the Securities and
  Exchange Commission (the "Commission") on October 14, 1998.
  
  ITEM 5.    OTHER EVENTS
  
         On October 2, 1998, the Board of Directors of the Registrant authorized
  and declared a dividend of one Right pursuant to and as defined in that certain
  Preferred Shares Rights Agreement dated October 2, 1998 by and between the
  Registrant and BankBoston, N.A. for each share of Infoseek Delaware Common Stock
  outstanding as of 5:00 p.m. New York time on November 18, 1998.
  
  
  ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
         (a)  FINANCIAL STATEMENTS
  
         The Registrant will provide the financial statements required by
  paragraph (a) of Item 7 of Form 8-K promulgated by the Commission pursuant to
  the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 60
  days of the date that this initial report on Form 8-K must be filed with the
  Commission.
  
                                        -3-
  <PAGE>
   
         (b) PRO FORMA FINANCIAL INFORMATION
  
         The Registrant will provide the pro forma financial information required
  by paragraph (b) of Item 7 of Form 8-K promulgated by the Commission pursuant to
  the Exchange Act within 60 days of the date that this initial report on Form 8-K
  must be filed with the Commission.
  
         (c) EXHIBITS
  
                 2.1  Agreement and Plan of Reorganization dated as of June 18,
                      1998 among Infoseek Corporation, a California corporation,
                      Infoseek Corporation, a Delaware corporation, Starwave
                      Corporation, a Washington corporation, and Disney
                      Enterprises, Inc., a Delaware corporation. (1)
  
                 4.1  Specimen Stock Certificate of Registrant (2)
  
                 4.2  Preferred Shares Rights Agreement dated October 2, 1998 by
                      and between Registrant and BankBoston, N.A. (3)
   
                23.1  Consents of experts (4)
  
                27.1  Financial Data Schedules (4)
  
                99.1  Financial Statements (4)
  
  ------------------------
                 (1)  Incorporated by reference to Annex A-1 to Registrant's
                      Registration Statement on Form S-4, Registration No. 333-
                      65635, as filed with the Commission on October 14, 1998 (the
                      "Form S-4").
  
                 (2)  Incorporated by reference to Exhibit 4.1 to the Form S-4.
  
                 (3)  Incorporation by reference to Registrant's Registration
                      Statement on Form 8-A, filed with the Commission on November
                      17, 1998.
  
                 (4)  To be filed by amendment as applicable.
  
                                        -4-
  <PAGE>
   
                                    SIGNATURE
  
         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.
  
                             INFOSEEK CORPORATION
  
  Date:  December 2, 1998    By:  /s/ Leslie E. Wright
                                 ---------------------------
                             Leslie E. Wright
                             Senior Vice President, Chief Operating Officer 
                             and Chief Financial Officer
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text: _______________________________________________________________________________
   
                        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):
                                 November 18, 1998
  
                               INFOSEEK CORPORATION
  
                              ----------------------
              (Exact name of registrant as specified in its charter)
  
            Delaware                    000-25071             77-0494507
  ------------------------------       -----------       ------------------
  (State or other jurisdiction         (Commission        (I.R.S. Employer
        of incorporation)              File Number)      Identification No.)
   
  
                              1399 Moffett Park Drive
                            Sunnyvale, California 94089
  
                     (Address of Principal Executive Offices)
                                    (Zip Code)
  
        Registrant's telephone number, including area code: (408) 543-6000
  
                                  Not Applicable
            -----------------------------------------------------------
           (Former name or former address, if changed since last report)
  
  ________________________________________________________________________________
  ITEM 1.    CHANGES IN CONTROL OF REGISTRANT
  
         (a) On November 18, 1998, Infoseek Corporation, a Delaware corporation
  (the "Registrant"), pursuant to that certain Agreement and Plan of
  Reorganization dated June 18, 1998 by and among the Registrant, Infoseek
  Corporation, a California corporation and wholly owned subsidiary of the
  Registrant ("Infoseek California"), Starwave Corporation, a Washington
  corporation ("Starwave"), and Disney Enterprises, Inc. ("DEI") (the
  "Reorganization Agreement"), the Registrant ceased to be a wholly owned
  subsidiary of Infoseek California and the former shareholders of Infoseek
  California and Starwave became the shareholders of the Registrant as a result of
  the Mergers as described and defined below in Item 2. In addition, also on
  November 18, 1998, pursuant to the Common Stock and Warrant Purchase Agreement
  dated June 18, 1998 by and between the Registrant and The Walt Disney Company, a
  Delaware corporation ("Disney") (the "Purchase Agreement"), Disney acquired
  2,642,000 additional unregistered shares of common stock of the Registrant, par
  value of $0.001 per share ("Infoseek Delaware Common Stock") (the "Shares"), and
  a warrant to purchase 15,720,000 unregistered shares of Infoseek Delaware Common
  Stock (the "Warrant") in exchange for approximately $70 million in cash and a
  five year promissory note, principal amount $139 million. The Warrant vests,
  subject to certain acceleration events, and becomes exercisable as to one-third
  of the shares subject to the Warrant on each of the first three anniversaries of
  November 18, 1998 at an exercise price equal to 120% of the average closing
  sales price of the Infoseek Delaware common stock on the Nasdaq Stock Market for
  the thirty trading days prior to each such vesting date, subject to a $50.00 per
  share maximum exercise price.
  
         As a result of Disney's prior ownership in Starwave through its affiliate
  Disney Enterprises, Inc., and the purchase of  the Shares and the Warrant,
  Disney became the owner of approximately 43% of the outstanding Infoseek
  Delaware Common Stock and will have the right to acquire, through the Warrant
  and over time, approximately 50.1% of Infoseek Delaware Common Stock on a fully
  diluted basis assuming exercise of all outstanding options, warrants and other
  rights to acquire Infoseek Delaware Common Stock (including those assumed
  pursuant to the Reorganization Agreement).
  
         (b)  Not applicable.
  
  ITEM 2.    ACQUISITION OR DISPOSITION OF ASSETS.
  
         (a) On November 18, 1998, pursuant to the Reorganization Agreement the
  Registrant: (i) acquired Infoseek California through the merger of ICO
  Acquisition Corp., a California corporation and a wholly-owned subsidiary of the
  Registrant ("Infoseek Merger Sub"), with and into Infoseek California (the
  "Infoseek Merger"), which survived the Infoseek Merger as a wholly-owned
  subsidiary of the Registrant; and (ii) acquired Starwave through the merger of
  Starwave Acquisition Corp., a Washington corporation and a wholly-owned
  subsidiary of the Registrant  ("Starwave Merger Sub"), with and into Starwave
  (the "Starwave Merger"), which survived the Starwave Merger as a wholly-owned
  subsidiary of the Registrant.
  
                                        -2-
  Pursuant to the Infoseek Merger, each outstanding share of the common
  stock, no par value, of Infoseek California ("Infoseek California Common
  Stock"), was converted into the right to receive one share of the registered
  Infoseek Delaware Common Stock.  In addition, options and rights to acquire
  approximately 8.6 million shares of Infoseek California Common Stock outstanding
  under Infoseek California's option plans were assumed by the Registrant and
  converted into options and rights to purchase the same number of shares of
  Infoseek Delaware Common Stock.  A Registration Statement on Form S-8 with
  respect to the shares of Infoseek Delaware Common Stock underlying such options
  and rights was filed by the Registrant on November 18, 1998.
  
         Pursuant to the Starwave Merger, each outstanding share of the common
  stock, par value of $0.01, of Starwave ("Starwave Common Stock") was converted
  into the right to receive 0.2649570 of a share of Infoseek Delaware Common
  Stock.  As a result, approximately 97.8 million shares of Starwave Common Stock
  outstanding immediately prior to the Merger were converted into approximately
  25.9 million registered shares of Infoseek Delaware Common Stock.  In addition,
  options to acquire approximately 8.3 million shares of Starwave Common Stock
  outstanding under Starwave's stock option plans were assumed by the Registrant
  and converted into options to purchase approximately 2.2 million shares of
  Infoseek Delaware Common Stock.  An additional Registration Statement on Form S-
  8 with respect to the shares of Infoseek Delaware Common Stock underlying such
  options was filed by the Registrant on November 18, 1998.  
  
         The summary of the provisions of the Reorganization Agreement set forth
  above is qualified by reference to the Reorganization Agreement, which is
  incorporated herein by reference to Annex A to the Registration Statement on
  Form S-4 of the Registrant (the "Form S-4"), as filed with the Securities and
  Exchange Commission (the "Commission") on October 14, 1998.
  
  ITEM 5.    OTHER EVENTS
  
         On October 2, 1998, the Board of Directors of the Registrant authorized
  and declared a dividend of one Right pursuant to and as defined in that certain
  Preferred Shares Rights Agreement dated October 2, 1998 by and between the
  Registrant and BankBoston, N.A. for each share of Infoseek Delaware Common Stock
  outstanding as of 5:00 p.m. New York time on November 18, 1998.
  
  ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
         (a)  FINANCIAL STATEMENTS
  
         The Registrant will provide the financial statements required by
  paragraph (a) of Item 7 of Form 8-K promulgated by the Commission pursuant to
  the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 60
  days of the date that this initial report on Form 8-K must be filed with the
  Commission.
  
                                        -3-
  (b) PRO FORMA FINANCIAL INFORMATION
  
         The Registrant will provide the pro forma financial information required
  by paragraph (b) of Item 7 of Form 8-K promulgated by the Commission pursuant to
  the Exchange Act within 60 days of the date that this initial report on Form 8-K
  must be filed with the Commission.
  
         (c) EXHIBITS
  
                 2.1  Agreement and Plan of Reorganization dated as of June 18,
                      1998 among Infoseek Corporation, a California corporation,
                      Infoseek Corporation, a Delaware corporation, Starwave
                      Corporation, a Washington corporation, and Disney
                      Enterprises, Inc., a Delaware corporation. (1)
  
                 4.1  Specimen Stock Certificate of Registrant (2)
  
                 4.2  Preferred Shares Rights Agreement dated October 2, 1998 by
                      and between Registrant and BankBoston, N.A. (3)
   
                23.1  Consents of experts (4)
  
                27.1  Financial Data Schedules (4)
  
                99.1  Financial Statements (4)
  
  ------------------------
                 (1)  Incorporated by reference to Annex A-1 to Registrant's
                      Registration Statement on Form S-4, Registration No. 333-
                      65635, as filed with the Commission on October 14, 1998 (the
                      "Form S-4").
  
                 (2)  Incorporated by reference to Exhibit 4.1 to the Form S-4.
  
                 (3)  Incorporation by reference to Registrant's Registration
                      Statement on Form 8-A, filed with the Commission on November
                      17, 1998.
  
                 (4)  To be filed by amendment as applicable.
  
                                        -4-
  SIGNATURE
  
         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.
  
                             INFOSEEK CORPORATION
  
  Date:  December 2, 1998    By:  /s/ Leslie E. Wright
                                 ---------------------------
                             Leslie E. Wright
                             Senior Vice President, Chief Operating Officer 
                             and Chief Financial Officer