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):  August 30, 1999.
  
                        FLYCAST COMMUNICATIONS CORPORATION
              (Exact name of registrant as specified in its charter)
  
  
     DELAWARE                       000-25467                       77-0431028
  (State or other             (Commission File Number)            (IRS Employer
  jurisdiction of                                              Identification No.)
   incorporation)
  
  
                                181 FREMONT STREET
                         SAN FRANCISCO, CALIFORNIA  94105
                      --------------------------------------
                      Address of principal executive offices
  
  
                                  (415) 977-1000
                      --------------------------------------
                Registrant's telephone number, including area code
  
  --------------------------------------------------------------------------------
  <PAGE>
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
       On August 30, 1999, Flycast Communications Corporation, a Delaware
  corporation ("Flycast") acquired InterStep, Inc., a Massachusetts corporation
  ("InterStep"), pursuant to the merger of Fremont Acquisition Corporation
  ("Merger Sub"), a Massachusetts corporation and wholly owned subsidiary of
  Flycast with and into InterStep. As a result of the merger, InterStep became a
  wholly owned subsidiary of Flycast. In the transaction, which will be accounted
  for as a pooling of interest, Flycast issued 480,337 shares of common stock to
  InterStep shareholders. Of the 480,337 shares of common stock, 47,558 shares are
  held by an escrow agent to serve as security for the indemnity provided by
  certain shareholders of InterStep.
  
       A copy of the Agreement and Plan of Reorganization, by and among Flycast,
  InterStep, Merger Sub and certain shareholders of InterStep, dated August 30,
  1999, is attached hereto as Exhibit 2.1.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
           (a)   It is impracticable for the registrant to provide the required
                 financial statements for the business acquired at the time of
                 filing this report, but the registrant will file such required
                 financial statements, if required pursuant to this item and Rule
                 3-05(b) of Regulation S-X, by amendment to this report as soon as
                 practicable, but not later than sixty days after this report was
                 required to be filed initially.
  
           (c)   Exhibits.
  
       2.1       Agreement and Plan of Reorganization by and among Flycast
                 Communications Corporation, Fremont Acquisition Corp., InterStep,
                 Inc. and Certain Shareholders of InterStep, Inc. dated August 30,
                 1999.
  
                                        -2-
  <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.
  
                                      FLYCAST COMMUNICATIONS CORPORATION
  
                                          /s/ Thomas L. Marcus
                                      __________________________________________
                                      Thomas L. Marcus, Executive Vice President
                                      of Finance, Administration and Corporate
                                      Development
  
                                      Date: September 8, 1999
  
                                        -3-
  <PAGE>
  
                                 INDEX TO EXHIBITS
  
  
   Exhibit Number                        Description
   --------------    ------------------------------------------------------------
         2.1         Agreement and Plan of Reorganization by and among Flycast
                     Communications Corporation, Fremont Acquisition Corp.,
                     InterStep, Inc. and Certain Shareholders of InterStep, Inc.
                     dated August 30, 1999.
  
                                        -4-
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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):  August 30, 1999.
  
                        FLYCAST COMMUNICATIONS CORPORATION
              (Exact name of registrant as specified in its charter)
  
     DELAWARE                       000-25467                       77-0431028
  (State or other             (Commission File Number)            (IRS Employer
  jurisdiction of                                              Identification No.)
   incorporation)
  
                                181 FREMONT STREET
                         SAN FRANCISCO, CALIFORNIA  94105
                      --------------------------------------
                      Address of principal executive offices
  
                                  (415) 977-1000
                      --------------------------------------
                Registrant's telephone number, including area code
  
  --------------------------------------------------------------------------------
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
       On August 30, 1999, Flycast Communications Corporation, a Delaware
  corporation ("Flycast") acquired InterStep, Inc., a Massachusetts corporation
  ("InterStep"), pursuant to the merger of Fremont Acquisition Corporation
  ("Merger Sub"), a Massachusetts corporation and wholly owned subsidiary of
  Flycast with and into InterStep. As a result of the merger, InterStep became a
  wholly owned subsidiary of Flycast. In the transaction, which will be accounted
  for as a pooling of interest, Flycast issued 480,337 shares of common stock to
  InterStep shareholders. Of the 480,337 shares of common stock, 47,558 shares are
  held by an escrow agent to serve as security for the indemnity provided by
  certain shareholders of InterStep.
  
       A copy of the Agreement and Plan of Reorganization, by and among Flycast,
  InterStep, Merger Sub and certain shareholders of InterStep, dated August 30,
  1999, is attached hereto as Exhibit 2.1.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
           (a)   It is impracticable for the registrant to provide the required
                 financial statements for the business acquired at the time of
                 filing this report, but the registrant will file such required
                 financial statements, if required pursuant to this item and Rule
                 3-05(b) of Regulation S-X, by amendment to this report as soon as
                 practicable, but not later than sixty days after this report was
                 required to be filed initially.
  
           (c)   Exhibits.
  
       2.1       Agreement and Plan of Reorganization by and among Flycast
                 Communications Corporation, Fremont Acquisition Corp., InterStep,
                 Inc. and Certain Shareholders of InterStep, Inc. dated August 30,
                 1999.
  
                                        -2-
  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.
  
                                      FLYCAST COMMUNICATIONS CORPORATION
  
                                          /s/ Thomas L. Marcus
                                      __________________________________________
                                      Thomas L. Marcus, Executive Vice President
                                      of Finance, Administration and Corporate
                                      Development
  
                                      Date: September 8, 1999
  
                                        -3-
  INDEX TO EXHIBITS
  
   Exhibit Number                        Description
   --------------    ------------------------------------------------------------
         2.1         Agreement and Plan of Reorganization by and among Flycast
                     Communications Corporation, Fremont Acquisition Corp.,
                     InterStep, Inc. and Certain Shareholders of InterStep, Inc.
                     dated August 30, 1999.
  
                                        -4-