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): September 3, 1999
  
  
  
                                USWEB CORPORATION
             (Exact name of Registrant as specified in its charter)
  
  
  <TABLE>
  <S>                                    <C>                            <C>
             Delaware                           000-23151                          87-0551650
  (State or other jurisdiction of        (Commission File Number)       (I.R.S. Employer Identification
   Incorporation or organization)                                       Number)
  </TABLE>
  
  
                                410 TOWNSEND STREET
                             SAN FRANCISCO, CA  94107
            (Address of principal executive offices including Zip Code)
  
                                  (415) 369-6700
               (Registrant's telephone number, including area code)
  <PAGE>
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
       On September 3, 1999, USWeb Corporation, a Delaware corporation (the
  "Company"), completed the acquisition of substantially all of assets of the
  Mitchell Madison Group. Further details are contained in the Company's press
  release dated September 7, 1999, attached as an exhibit hereto and incorporated
  by reference herein.
  
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  
       (a)  Financial Statements of Business Acquired.
  
       As of the date of filing of this initial report, there are no audited
  financial statements available relating to Mitchell Madison Group that would
  meet the rules required by this form. These audited financial statements will be
  filed as an amendment to this initial report as soon as practicable.
  
       (b)  Pro Forma Financial Information.
  
       Pro forma financial information is currently being prepared and will be
  filed as an amendment to this initial report as soon as practicable.
  <PAGE>
  
  Exhibit Number         Description
  --------------         -----------
  2.1(A)                 Asset Purchase Agreement by and among Mitchell Madison
                         Group, L.L.C., USWeb Corporation and USWeb Acquisition
                         Corporation 137.
  
  2.2                    Amendment No. 1 to the Asset Purchase Agreement by and
                         among Mitchell Madison Group, L.L.C., USWeb Corporation
                         and USWeb Acquisition Corporation 137.
  
  
  99.1                   USWeb Corporation Press Release, dated September 7, 1999.
  
  --------------------
  
  (A)  Incorporated by reference from the Company's Quarterly Report on Form 10-Q
       for the quarterly period ended June 30, 1999.
  
  <PAGE>
  
                                    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.
  
  Date:  September 16, 1999             USWEB CORPORATION
  
  
                                        By:  /S/  CAROLYN V. AVER
                                             ----------------------
                                             Carolyn V. Aver
                                             Executive Vice President,
                                             Chief Financial Officer and Secretary
  <PAGE>
  
                                   EXHIBIT INDEX
  
  Exhibit Number         Description
  --------------         -----------
  2.1 (A)                Asset Purchase Agreement by and among Mitchell Madison
                         Group, L.L.C., USWeb Corporation and USWeb Acquisition
                         Corporation 137.
  
  2.2                    Amendment No. 1 to the Asset Purchase Agreement by and
                         among Mitchell Madison Group, L.L.C., USWeb Corporation
                         and USWeb Acquisition Corporation 137.
  
  99.1                   USWeb Corporation Press Release, dated September 7, 1999.
  
  -------------------
  
  (A)  Incorporated by reference from the Company's Quarterly Report on Form 10-Q
       for the quarterly period ended June 30, 1999.
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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): September 3, 1999
  
                                USWEB CORPORATION
             (Exact name of Registrant as specified in its charter)
  Delaware                           000-23151                          87-0551650
  (State or other jurisdiction of        (Commission File Number)       (I.R.S. Employer Identification
   Incorporation or organization)                                       Number)
  410 TOWNSEND STREET
                             SAN FRANCISCO, CA  94107
            (Address of principal executive offices including Zip Code)
  
                                  (415) 369-6700
               (Registrant's telephone number, including area code)
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.
  
       On September 3, 1999, USWeb Corporation, a Delaware corporation (the
  "Company"), completed the acquisition of substantially all of assets of the
  Mitchell Madison Group. Further details are contained in the Company's press
  release dated September 7, 1999, attached as an exhibit hereto and incorporated
  by reference herein.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
       (a)  Financial Statements of Business Acquired.
  
       As of the date of filing of this initial report, there are no audited
  financial statements available relating to Mitchell Madison Group that would
  meet the rules required by this form. These audited financial statements will be
  filed as an amendment to this initial report as soon as practicable.
  
       (b)  Pro Forma Financial Information.
  
       Pro forma financial information is currently being prepared and will be
  filed as an amendment to this initial report as soon as practicable.
  Exhibit Number         Description
  --------------         -----------
  2.1(A)                 Asset Purchase Agreement by and among Mitchell Madison
                         Group, L.L.C., USWeb Corporation and USWeb Acquisition
                         Corporation 137.
  
  2.2                    Amendment No. 1 to the Asset Purchase Agreement by and
                         among Mitchell Madison Group, L.L.C., USWeb Corporation
                         and USWeb Acquisition Corporation 137.
  
  99.1                   USWeb Corporation Press Release, dated September 7, 1999.
  
  --------------------
  
  (A)  Incorporated by reference from the Company's Quarterly Report on Form 10-Q
       for the quarterly period ended June 30, 1999.
  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.
  
  Date:  September 16, 1999             USWEB CORPORATION
  
                                        By:  /S/  CAROLYN V. AVER
                                             ----------------------
                                             Carolyn V. Aver
                                             Executive Vice President,
                                             Chief Financial Officer and Secretary
  EXHIBIT INDEX
  
  Exhibit Number         Description
  --------------         -----------
  2.1 (A)                Asset Purchase Agreement by and among Mitchell Madison
                         Group, L.L.C., USWeb Corporation and USWeb Acquisition
                         Corporation 137.
  
  2.2                    Amendment No. 1 to the Asset Purchase Agreement by and
                         among Mitchell Madison Group, L.L.C., USWeb Corporation
                         and USWeb Acquisition Corporation 137.
  
  99.1                   USWeb Corporation Press Release, dated September 7, 1999.
  
  -------------------
  
  (A)  Incorporated by reference from the Company's Quarterly Report on Form 10-Q
       for the quarterly period ended June 30, 1999.