UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND EXCHANGE COMMISSION~~D.C. 20549

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~Pursuant~~TO ~~to Section~~ SECTION 13 orOR 15(d) OF ~~of the~~THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported)~~: April 11~~ December 30, 2005

iVillage Inc.

(Exact ~~name~~Name of ~~registrant~~ Registrant as ~~specified~~Specified in ~~charter~~Its Charter)

Delaware	~~000~~0-25469	13-3845162
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)
500 Seventh Avenue, New York, NY		10018
(Address of principal executive offices)		(Zip Code)

500 Seventh Avenue, New York, New York		10018
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code (212) 600-6000

~~Registrant’s~~Not ~~telephone number, including area code: (212) 600-6000~~Applicable

~~Not~~(Former ~~Applicable~~Name or Former Address if Changed Since Last Report)

~~(Former~~Check ~~name~~the orappropriate box ~~former~~below ~~address,~~ if ~~changed~~the ~~since~~Form 8-K ~~last~~filing ~~report~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Check the appropriate~~o Written ~~box~~communications ~~below~~pursuant ~~if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule 425 ~~satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Securities ~~provisions~~Act (~~see~~17 ~~General Instruction A~~CFR 230.~~2. below~~425):

o ~~Written~~ Soliciting ~~communications~~material pursuant to Rule 14a-12 ~~425~~ under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

o ~~Soliciting~~ Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~ 14d-12 2(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

o Pre-commencement communications pursuant to Rule ~~14d~~ 13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

~~o Pre-commencement~~Item ~~communications~~1.01 Entry ~~pursuant~~Into toa ~~Rule~~Material ~~13e-4(c)~~Definitive ~~under the Exchange Act (17 CFR 240~~Agreement.~~13e-4(c))~~

~~Item~~On 7December 30, 2005, iVillage Inc.01 ~~Regulation~~(or iVillage) FDentered ~~Disclosure~~into an amendment of the employment agreement that iVillage has with Douglas W. McCormick, iVillage’s Chairman and Chief Executive Officer. The employment agreement was originally entered into on August 9, 2005 and covers the period from May 31, 2005 through May 31, 2008. A copy of the amendment is filed herewith as Exhibit 99.1

OnThe ~~April~~following ~~11,~~description ~~2005,~~of ~~iVillage issued~~the aamendment ~~press~~is ~~release~~only ~~announcing~~a summary ~~the~~and ~~acquisition~~is ofqualified ~~HealthCentersOnline,~~in ~~Inc.~~its ~~A copy~~entirety ofby ~~iVillage’s~~reference ~~press~~to ~~release~~the amendment, which is ~~attached~~filed as ~~Exhibit~~an ~~99.1~~exhibit hereto. The amendment ~~and~~modified ~~is incorporated~~certain byof ~~reference~~the ~~into~~incentive ~~this~~compensation ~~Item~~provisions ~~7.01.~~in the employment agreement as follows:

~~The~~• Mr. McCormick ~~information~~agreed into ~~this~~waive ~~Item~~any ~~7.01~~entitlement ~~and~~to ~~the~~a ~~Exhibit~~fiscal ~~attached~~year ~~hereto~~2005 isannual ~~being~~cash ~~furnished~~bonus ~~to the Securities~~ and ~~Exchange~~ ~~Commission~~no ~~and~~cash ~~shall~~bonus ~~not~~will be ~~deemed “filed” for purposes of Section 18~~ ofpaid ~~the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject~~ to ~~the~~him ~~liabilities~~for offiscal ~~that~~year section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing2005.

~~Item~~• The share price conditions in the performance units, which are to be awarded to Mr. McCormick in January 2006 pursuant to the employment agreement, were modified to provide that no value from the performance units will be received by Mr. McCormick if the Company’s share price is less than $9.0100 ~~Financial~~on ~~Statements~~the date of vesting of the performance units. Under the pre-amended employment agreement, if the iVillage share price on the date of vesting was equal to or greater than $8.00 and ~~Exhibits~~less than $9.00, Mr. McCormick would have received a cash payment in an amount equal to 50% of the iVillage share price multiplied by the number of vested performance units.

~~(c) Exhibits~~• The amount of restricted stock units to be awarded to Mr. McCormick in three discrete grants in each of January 2006, June 2006 and June 2007, respectively, was increased from 50,000 to 70,000 per grant.

99The other terms and conditions of the employment agreement are not changed by the amendment. The amendment also modified Mr. McCormick’s restricted stock unit agreement and performance unit agreement, which are exhibits to the employment agreement, to reflect the above changes. On January 1 ~~Press~~, ~~Release~~2006, ~~issued~~70,000 ~~April~~restricted 11stock units and 100,000 performance ~~2005~~units were granted to Mr. McCormick pursuant to the employment agreement, as amended. The terms of such grants are governed by the employment agreement, as amended along with the ~~iVillage~~restricted ~~Inc~~stock unit agreement and performance unit agreement which were both executed as of January 1, 2006 and which are filed herewith as exhibits.

2Item 9.01. Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits.

~~Pursuant~~99.1 First Amendment to ~~the~~Employment ~~requirements~~Agreement, ofdated ~~the~~as ~~Securities Exchange Act~~ of ~~1934~~December 30, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~2005.

	IVILLAGE INC.
	(Registrant)
Date: April 11, 2005	By:	/s/ Steven A. Elkes
		Steven A. Elkes
		Chief Financial Officer and Executive Vice President, Operations and Business Affairs

99.2 Restricted Stock Unit Agreement, dated as of January 1, 2006.

99.3 Performance Unit Agreement, dated as of January 1, 2006.

~~EXHIBIT INDEX~~2

Exhibit No.		Description
99.1		Press Release issued April 11, 2005 by iVillage Inc.

SIGNATURES

4Pursuant 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.

	iVILLAGE INC.
	(Registrant)


	By:	/s/ Steven A. Elkes
		Steven A. Elkes
		Chief Financial Officer,
		Executive Vice President,
		Operations & Business Affairs and Secretary


Dated: January 4, 2006

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