UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

|ý                                              | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
|---------------------------------------------- | ----------------------------------------------------------------------------------------
|FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006  
|OR                                            
|o                                              | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|FOR THE TRANSITION PERIOD
FROM              to

COMMISSION FILE NUMBER 000-21571

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MONSTER WORLDWIDE, INC.(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

|DELAWARE                                                       |  | 13-3906555                          
|-------------------------------------------------------------- |  | ------------------------------------
|(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |  | (IRS EMPLOYER
IDENTIFICATION NUMBER)
|622 Third Avenue, New York, New York 10017                    
|(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      
|(212) 351-7000                                                
|(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)          

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past
90 days. Yes o    No ý

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of "accelerated filer
and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large
Accelerated Filer ý    Accelerated
Filer o    Non-Accelerated Filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    o Yes    ý No

Indicate the number of shares outstanding of each of the issuer's class of common stock as of December 7, 2006, the latest practicable date.

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|Class                |  | Outstanding on
December 7, 2006
|-------------------- |  | -------------------------------
|
|Common Stock         |  | 123,722,925                    
|Class B Common Stock |  | 4,762,000                      
|                    



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EXPLANATORY NOTE

In this Form 10-Q for the quarter ended June 30, 2006, Monster Worldwide, Inc. ("Monster Worldwide" or the "Company") is restating its consolidated financial statements as of
and for the three and six months ended June 30, 2005. The Company is restating its consolidated financial statements to reflect additional non-cash stock based compensation costs and related income
tax effects, relating to stock option awards that were granted during the periods 1997 through March 31, 2003.

On
June 12, 2006, the Company announced that a committee of independent directors of the Board of Directors (the "Special Committee") assisted by independent legal counsel and outside accounting
experts was conducting an independent investigation to review the Company's historical stock option grant practices and related accounting. The Special Committee and its advisors conducted an
extensive review of the Company's historical stock option grants and related accounting, including an assessment and review of the Company's accounting policies, internal records, supporting
documentation and e-mail communications, as well as interviews with current and former employees and current and former members of the Company's executive management and Board of Directors.

On
July 26, 2006, the Company announced that although the Special Committee investigation had not yet reached a conclusion, the Company cautioned shareholders and the investing public against relying
on previously published financial statements. On October 25, 2006, the Company announced that its Audit Committee, after consultation with senior management, the Special Committee and the Company's
independent registered public accounting firm, determined that the consolidated financial statements and related financial information contained in its Annual Reports on Form 10-K through December 31,
2005 should no longer be relied upon. Accordingly, since 2005 information was impacted as a result of the findings of the Special Committee, the Company did not timely file its Form 10-Q for the
quarter ended June 30, 2006 to accurately reflect prior period information. This Quarterly Report accurately reflects prior period results. The Company's consolidated financial statements for the
quarter ended June 30, 2006 on this Form 10-Q should only be read in conjunction with the Company's Form 10-K/A. See Note 2 of our consolidated financial statements included in this Form 10-Q for
further discussion.

The
Special Committee has determined that the exercise price of a substantial number of stock option grants during the periods between 1997 through March 31, 2003 differed from the fair market value
of the underlying shares on the measurement date. In most cases, the original date assigned to the grant corresponded to the date as of which a unanimous written consent ("UWC") was executed by the
members of the Compensation Committee of the Company's Board of Directors, but the date of that consent did not correspond to the actual date on which the identities of the individual optionees and
the number of shares underlying each option was determined. In a significant number of instances, the stock price on the assigned date was lower, sometimes substantially lower, than the price on the
date the award may be deemed to have actually been determined. The Company believes that the dates as of which the UWC's were dated were earlier than the dates on which they were actually executed. In
a significant number of instances, the stock price on the assigned date (the date as of which the UWC was executed) was lower, sometimes substantially lower, than the price on the date the award may
be deemed to have actually been determined. The Company believes that this practice was done intentionally, by persons formerly in positions of responsibility at the Company for the purpose of issuing
options at a higher intrinsic value than would have otherwise been the case.

Restatement Methodology

Historically, the Company has generally accounted for stock option grants as if the options were granted at an exercise price no less than fair market value as indicated by the
closing price of a share of the Company's common stock trading on the NASDAQ National Market on either the "as of" date reflected on the relevant UWC of the Compensation Committee of the Board of
Directors or the date of minutes of an actual Compensation Committee meeting ("Minutes"). A majority of stock options granted during the

2

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period
under review were granted pursuant to UWC's. The UWC's, by their terms, typically referred to an attached Schedule A listing the specific names of the grantees and the number of shares subject
to each option. The UWC's that have been located by the Company, however, either have no Schedule A annexed to them, or where one is attached, it frequently does not match the Company's electronic
stock option database.

The
Company has therefore concluded that neither the "as of" dates referenced on Compensation Committee UWCs nor the dates of Minutes can be relied on as proper option grant measurement dates. The
Company has been unable to ascertain with any degree of certainty when, if ever, UWC's or Minutes with full, complete and final Schedule A's were reviewed and approved by the Compensation Committee.

In
light thereof, the Company has concluded that the most appropriate and accurate source of data to determine option grant measurement dates is the electronic record of option grant information
resident in its electronic stock option database program known as Transcentive, which went into use in late 1998. The entry into Transcentive of the specific grantee information as to each stock
option grant constituted an acknowledgement by the Company to the grantee of the grantee's legal entitlement to the grant and, in the absence of authoritative information as to when grants were
actually approved by the Company provides an appropriate measurement date framework based on entitlement. For option grants made subsequent to the implementation of Transcentive, the Company has
calculated the restated intrinsic value using a grant measurement date based on when the option data was entered into the database program (the "Creation Date"). For options granted prior to the
implementation of
Transcentive, the new measurement date was determined by applying the average lag time between the "as of" date and the Creation Date for options granted subsequent to the implementation of
Transcentive to the originally utilized measurement date in order to approximate a reliable measurement date. The average lag period between the date as of which UWC's were executed and the date that
options purportedly granted by such consents were inputted into the Company's Transcentive system was ninety-seven days. For grants prior to December 1998, the Company has therefore used measurement
dates equating to ninety-seven days following the date as of which the UWC relating to such options were executed.

Given
the volatility of the Company's common stock, the use of another measurement date could have resulted in a substantially higher or lower cumulative compensation expense. This in turn would have
caused net income or loss to be different than amounts reported in the restated consolidated financial statements.

Findings

Based on the findings of the Special Committee, management of the Company has concluded that the Company's consolidated financial statements as of and for the three and six
months ended June 30, 2005 should be restated to record additional non-cash stock based compensation expenses and related income tax effects resulting from the stock option review. As of December 31,
2005, the Company had accelerated substantially all unvested outstanding stock options in order to mitigate compensation expense that would have been required upon the effectiveness of SFAS 123R
beginning January 1, 2006. Accordingly, the 2006 periods will not be materially effected as a result of this restatement.

The
restatement of the Company's previously issued financial statements reflects the following:



3

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The
Company has notified the Internal Revenue Service of the stock option review. Under Section 162(m), stock options that are in-the-money at the time of grant do not qualify as performance-
based compensation. The Company is not entitled to a deduction for the compensation expense related to the exercise of those options held by officers who are covered by IRC 162(m).

In
connection with the restatement, the Company has recorded cumulative non-cash stock based compensation of $339.6 million through December 31, 2005, offset by a cumulative income tax benefit of
$67.7 million, totaling $271.9 million on an after-tax basis. The table below reflects the impacts of the restatement adjustments discussed above on the Company's consolidated statements of operations
for the periods presented below:

|Category of adjustments: (in thousands)                                                                                   |  | Three Months Ended
June 30, 2005 |       | Six Months Ended
June 30, 2005 |   | Cumulative (January 1,
1997 through
December 31, 2005) |  
|------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ----- | ------------------------------ | - | ------------------------------------------------------ | -
|Stock option grant date changes - continuing operations(a)                                                                |  | $                                | 2,134 |                                | $ | 4,913                                                  |  
|Stock option grant date changes - discontinued operations                                                                 |  |                                  | 25    |                                |   | 774                                                    |  
|                                                                                                                          |  |                                  |       |                                |   |                                                        |  
|Pre-tax stock option expense adjustments                                                                                  |  |                                  | 2,159 |                                |   | 5,687                                                  |  
|                                                                                                                          |  |                                  |       |                                |   |                                                        |  
|Income tax impact on grant date changes- continuing operations                                                            |  |                                  | (594  | )                              |   | (1,329                                                 | )
|Income tax impact on grant date changes- discontinued operations                                                          |  |                                  | (6    | )                              |   | (190                                                   | )
|Income tax adjustments related to IRC 162(m) resulting from adjustments due to grant date changes - continuing operations |  |                                  |      |                                |   |                                                       |  
|                                                                                                                          |  |                                  |       |                                |   |                                                        |  
|Income tax benefit                                                                                                        |  |                                  | (600  | )                              |   | (1,519                                                 | )
|                                                                                                                          |  |                                  |       |                                |   |                                                        |  
|Total adjustments to net income (loss)                                                                                    |  | $                                | 1,559 |                                | $ | 4,168                                                  |  
|                                                                                                                          |  |                                  |       |                                |   |                                                        |  

The Company was unable to timely file its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2006 and September 30, 2006,
primarily due to the unavailability of reliable financial information for the 2005 periods. The Company's Form 10-Q for the quarter ended June 30, 2006 is being filed concurrently with
the Form 10-Q/A for the quarter ended March 31, 2006 as well as the Company's Form 10-K/A for the year ended December 31, 2005. The Company expects to file a Quarterly
Report on Form 10-Q for the quarter ended September 30, 2006 within the next two weeks of this filing date.

As
a result of the failure by Monster Worldwide to file quarterly reports on a timely basis, the Company is no longer eligible to use Form S-3 to register its securities with the Securities and
Exchange Commission until all required reports under the Securities Exchange Act of 1934 have been timely filed for the 12 months prior to the filing of the registration statement for those
securities.

On
October 6, 2006, Andrew J. McKelvey resigned from his positions as Chairman of the Board and Chief Executive Officer. The Board of Directors of the Company named William M. Pastore, the Company's
then President and Chief Operating Officer as its Chief Executive Officer and as a director. On that date, the Board of Directors established an Executive Committee consisting of Salvatore Iannuzzi,
Chair, John Gaulding and Ronald Kramer to act for the Board of Directors in overseeing the Company's affairs and to perform the functions of the Chairman. Mr. McKelvey kept his seat on the Board of
Directors and was named Chairman Emeritus. On October 29, 2006, Andrew J. McKelvey resigned as a member of the Board

4

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of
Directors and as Chairman Emeritus. Mr. McKelvey and his legal counsel have advised the Special Committee of the Board of Directors that Mr. McKelvey had declined to be interviewed by the Special
Committee on the previously agreed date and that Mr. McKelvey would not provide assurance he would appear at a later date.

Following
Mr. McKelvey's resignation and at the direction of management and the Board of Directors, the Company's internal audit department and outside counsel examined certain transactions between
the Company and Mr. McKelvey or entities or individuals affiliated with him. Mr. McKelvey has reimbursed the Company approximately $533,000 for certain expenses paid by the Company during the periods
1996 through 2006. The Company continues to seek reimbursement, plus interest, on certain other items.

On
November 22, 2006, the Company's Board of Directors, with concurrence from the Special Committee, announced that it had terminated for cause Myron Olesnyckyj, the Company's former Senior
Vice-President, General Counsel and Secretary. Mr. Olesnyckyj was suspended from his position on September 19, 2006. The action was a result of the Special Committee's review of the Company's
historical stock option grant practices.

The
Company's Board of Directors and senior management believe that the practices discussed related to the granting of options during the periods 1997 through March 31, 2003 are contrary to the high
ethical standards they believe should apply to all of the Company's business practices.

Although
the investigation is substantially complete, the Special Committee continues to analyze the facts disclosed by its investigation in order to make comprehensive recommendations to the Board
regarding remedial steps, and is in the process of determining what remedial recommendations it will make. It expects to make those recommendations in the first quarter of 2007.

5

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MONSTER WORLDWIDE, INC.  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page
No.PART I  FINANCIAL INFORMATIONItem 1.

Financial Statements:Consolidated statements of operations (As restated)

7Consolidated balance sheets (As restated)

8Consolidated statements of cash flows (As restated)

9Notes to consolidated financial statements (As restated)

10Report of Independent Registered Public Accounting Firm

24Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

25Item 3.

Quantitative and Qualitative Disclosures about Market Risk

42Item 4.

Controls and Procedures

43PART II  OTHER INFORMATIONItem 1.

Legal Proceedings

45Item 1A.

Risk Factors

46Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

46Item 4.

Submission of Matters to a Vote of Security Holders

46Item 6.

Exhibits

47Signatures

48


(All other items on this report are inapplicable)

6

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PART IFINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

MONSTER WORLDWIDE, INC.  CONSOLIDATED STATEMENTS OF OPERATIONS  (in thousands, except per share amounts)  (unaudited)

|                                                                          |         | Three Months Ended June 30, |         | Six Months Ended June 30, |  
|------------------------------------------------------------------------- | ------- | --------------------------- | ------- | ------------------------- | -
|
|
|Revenue                                                                   |         | $                           | 295,800 |                           | $
|                                                                          |         |                             |         |                           |  
|Salaries and related                                                      |         |                             | 111,925 |                           |  
|Office and general                                                        |         |                             | 47,969  |                           |  
|Marketing and promotion                                                   |         |                             | 73,404  |                           |  
|                                                                          |         |                             |         |                           |  
|Total operating expenses                                                  |         |                             | 233,298 |                           |  
|                                                                          |         |                             |         |                           |  
|Operating income                                                          |         |                             | 62,502  |                           |  
|Interest and other, net                                                   |         |                             | 4,144   |                           |  
|                                                                          |         |                             |         |                           |  
|Income from continuing operations before income taxes and equity interest |         |                             | 66,646  |                           |  
|Income taxes                                                              |         |                             | 23,418  |                           |  
|Losses in equity interest                                                 |         |                             | (2,284  | )                         |  
|                                                                          |         |                             |         |                           |  
|Income from continuing operations                                         |         |                             | 40,944  |                           |  
|Income (loss) from discontinued operations, net of tax                    |         |                             | (1,327  | )                         |  
|                                                                          |         |                             |         |                           |  
|Net income                                                                |         | $                           | 39,617  |                           | $
|                                                                          |         |                             |         |                           |  
|Basic earnings per share:                                                 |         |                             |         |                           |  
|Earnings per share from continuing operations                             |         | $                           | 0.32    |                           | $
|Income (loss) per share from discontinued operations, net of tax          |         |                             | (0.01   | )                         |  
|                                                                          |         |                             |         |                           |  
|Basic earnings per share*                                                 |         | $                           | 0.31    |                           | $
|                                                                          |         |                             |         |                           |  
|Diluted earnings per share:                                               |         |                             |         |                           |  
|Earnings per share from continuing operations                             |         | $                           | 0.31    |                           | $
|Income (loss) per share from discontinued operations, net of tax          |         |                             | (0.01   | )                         |  
|                                                                          |         |                             |         |                           |  
|Diluted earnings per share*                                               |         | $                           | 0.30    |                           | $
|                                                                          |         |                             |         |                           |  
|* -    Earnings per share may not add due to rounding.                    |         |                             |         |                           |  
|Weighted average shares outstanding:                                      |         |                             |         |                           |  
|                                                                          | Basic   |                             |         | 128,551                   |  
|                                                                          | Diluted |                             |         | 132,009                   |  

See accompanying notes.

7

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MONSTER WORLDWIDE, INC.  CONSOLIDATED BALANCE SHEETS  (in thousands, except per share amounts)  (unaudited)

|                                     |                                                                                                                                                                    | June 30,
2006              |   | December 31,
2005 |          
|------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------- | - | ----------------- | ---------
|
|ASSETS                               |                                                                                                                                                                    |                            |   |                   |          
|Current assets:                      |                                                                                                                                                                    |                            |   |                   |          
|                                     | Cash and cash equivalents                                                                                                                                          |                            | $ | 47,059            |          
|                                     | Available-for-sale securities                                                                                                                                      |                            |   | 422,972           |          
|                                     | Accounts receivable, net of allowance for doubtful accounts of $15,079 and $13,942                                                                                 |                            |   | 367,908           |          
|                                     | Prepaid and other                                                                                                                                                  |                            |   | 65,391            |          
|                                     | Current assets of discontinued operations                                                                                                                          |                            |   |                  |          
|                                     |                                                                                                                                                                    |                            |   |                   |          
|                                     |                                                                                                                                                                    | Total current assets       |   |                   | 903,330  
|                                     |                                                                                                                                                                    |                            |   |                   |          
|                                     | Property and equipment, net                                                                                                                                        |                            |   | 95,260            |          
|                                     | Goodwill                                                                                                                                                           |                            |   | 699,638           |          
|                                     | Intangibles, net                                                                                                                                                   |                            |   | 55,622            |          
|                                     | Investment in unconsolidated affiliate                                                                                                                             |                            |   | 63,196            |          
|                                     | Other assets                                                                                                                                                       |                            |   | 46,253            |          
|                                     | Non-current assets of discontinued operations                                                                                                                      |                            |   |                  |          
|                                     |                                                                                                                                                                    |                            |   |                   |          
|                                     |                                                                                                                                                                    | Total assets               |   | $                 | 1,863,299
|                                     |                                                                                                                                                                    |                            |   |                   |          
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                                                                                                                                                    |                            |   |                   |          
|Current liabilities:                 |                                                                                                                                                                    |                            |   |                   |          
|                                     | Accounts payable                                                                                                                                                   |                            | $ | 85,461            |          
|                                     | Accrued expenses and other current liabilities                                                                                                                     |                            |   | 186,269           |          
|                                     | Income taxes payable                                                                                                                                               |                            |   | 60,692            |          
|                                     | Deferred revenue                                                                                                                                                   |                            |   | 350,671           |          
|                                     | Current portion of long-term debt                                                                                                                                  |                            |   | 18,635            |          
|                                     | Current liabilities of discontinued operations                                                                                                                     |                            |   |                  |          
|                                     |                                                                                                                                                                    |                            |   |                   |          
|                                     |                                                                                                                                                                    | Total current liabilities  |   |                   | 701,728  
|                                     |                                                                                                                                                                    |                            |   |                   |          
|                                     | Long-term debt, less current portion                                                                                                                               |                            |   | 2,185             |          
|                                     | Deferred income taxes                                                                                                                                              |                            |   | 33,177            |          
|                                     | Other long-term liabilities                                                                                                                                        |                            |   | 1,635             |          
|                                     | Long-term liabilities of discontinued operations                                                                                                                   |                            |   |                  |          
|                                     |                                                                                                                                                                    |                            |   |                   |          
|                                     |                                                                                                                                                                    | Total liabilities          |   |                   | 738,725  
|                                     |                                                                                                                                                                    |                            |   |                   |          
|Commitments and contingencies        |                                                                                                                                                                    |                            |   |                   |          
|Stockholders' equity:                |                                                                                                                                                                    |                            |   |                   |          
|                                     | Preferred stock, $.001 par value, authorized 800 shares; issued and outstanding: none                                                                              |                            |   |                  |          
|                                     | Common stock $.001 par value, authorized 1,500,000 shares; issued: 125,638 and 121,830 shares, respectively; outstanding: 123,716 and 120,703 shares, respectively |                            |   | 126               |          
|                                     | Class B common stock, $.001 par value, authorized 39,000 shares; issued and outstanding: 4,762 shares                                                              |                            |   | 5                 |          
|                                     | Additional paid-in capital                                                                                                                                         |                            |   | 1,629,378         |          
|                                     | Accumulated other comprehensive income                                                                                                                             |                            |   | 64,424            |          
|                                     | Retained deficit                                                                                                                                                   |                            |   | (569,359          | )        
|                                     |                                                                                                                                                                    |                            |   |                   |          
|                                     |                                                                                                                                                                    | Total stockholders' equity |   |                   | 1,124,574
|                                     |                                                                                                                                                                    |                            |   |                   |          
|                                     | Total liabilities and stockholders' equity                                                                                                                         |                            | $ | 1,863,299         |          
|                                     |                                                                                                                                                                    |                            |   |                   |          

See accompanying notes.

8

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MONSTER WORLDWIDE, INC.  CONSOLIDATED STATEMENTS OF CASH FLOWS  (in thousands)  (unaudited)

|                                                                                  |                                                                       | Six Months Ended June 30, |         
|--------------------------------------------------------------------------------- | --------------------------------------------------------------------- | ------------------------- | --------
|
|
|Cash flows provided by operating activities:                                      |                                                                       |                           |         
|                                                                                  | Net income                                                            |                           | $       
|                                                                                  |                                                                       |                           |         
|Adjustments to reconcile net income to net cash provided by operating activities: |                                                                       |                           |         
|                                                                                  | (Income) loss from discontinued operations, net of tax                |                           |         
|                                                                                  | Depreciation and amortization                                         |                           |         
|                                                                                  | Provision for doubtful accounts                                       |                           |         
|                                                                                  | Tax benefit on stock based compensation                               |                           |         
|                                                                                  | Excess tax benefit on stock option exercises                          |                           |         
|                                                                                  | Non-cash compensation                                                 |                           |         
|                                                                                  | Common stock issued for matching contribution to 401(k) plan          |                           |         
|                                                                                  | Deferred income taxes                                                 |                           |         
|                                                                                  | Minority interests and other                                          |                           |         
|Changes in assets and liabilities, net of business combinations:                  |                                                                       |                           |         
|                                                                                  | Accounts receivable                                                   |                           |         
|                                                                                  | Prepaid and other                                                     |                           |         
|                                                                                  | Deferred revenue                                                      |                           |         
|                                                                                  | Accounts payable, accrued liabilities and other                       |                           |         
|                                                                                  | Net cash used for operating activities of discontinued operations     |                           |         
|                                                                                  |                                                                       |                           |         
|                                                                                  | Total adjustments                                                     |                           |         
|                                                                                  |                                                                       |                           |         
|Net cash provided by operating activities                                         |                                                                       |                           | 145,072 
|                                                                                  |                                                                       |                           |         
|Cash flows used for investing activities:                                         |                                                                       |                           |         
|                                                                                  | Capital expenditures                                                  |                           |         
|                                                                                  | Purchase of marketable securities                                     |                           |         
|                                                                                  | Sales and maturities of marketable securities                         |                           |         
|                                                                                  | Payments for acquisitions and intangible assets, net of cash acquired |                           |         
|                                                                                  | Investment in unconsolidated affiliate                                |                           |         
|                                                                                  | Sale of long-term investment and other                                |                           |         
|                                                                                  | Net proceeds from sale of businesses                                  |                           |         
|                                                                                  | Cash funded to equity investee                                        |                           |         
|                                                                                  | Net cash used for investing activities of discontinued operations     |                           |         
|                                                                                  |                                                                       |                           |         
|                                                                                  | Net cash used for investing activities                                |                           |         
|                                                                                  |                                                                       |                           |         
|Cash flows provided by financing activities:                                      |                                                                       |                           |         
|                                                                                  | Payments on capital lease obligations                                 |                           |         
|                                                                                  | Proceeds from exercise of employee stock options                      |                           |         
|                                                                                  | Excess tax benefits on stock option exercises                         |                           |         
|                                                                                  | Repurchase of common stock                                            |                           |         
|                                                                                  | Structured stock repurchase                                           |                           |         
|                                                                                  |                                                                       |                           |         
|                                                                                  | Net cash provided by financing activities                             |                           |         
|                                                                                  |                                                                       |                           |         
|Effects of exchange rates on cash                                                 |                                                                       |                           | 1,714   
|Net increase (decrease) in cash and cash equivalents                              |                                                                       |                           | (149,538
|Cash and cash equivalents, beginning of period                                    |                                                                       |                           | 196,597 
|                                                                                  |                                                                       |                           |         
|                                                                                  | Cash and cash equivalents, end of period                              |                           | $       
|                                                                                  |                                                                       |                           |         
|Supplemental disclosures of cash flow information:                                |                                                                       |                           |         
|                                                                                  | Cash paid for interest                                                |                           | $       
|                                                                                  | Cash paid for income taxes                                            |                           | $       
|Non-cash financing and investing activities:                                      |                                                                       |                           |         
|                                                                                  | Common stock issued in connection with business combinations          |                           | $       
|                                                                                  | Liabilities created in connection with business combinations          |                           | $       

See accompanying notes.

9

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MONSTER WORLDWIDE, INC.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (dollars in thousands, except per share amounts)  (unaudited)

1.     DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

Monster Worldwide, Inc. (the "Company") has continuing operations that consist of four reportable segments: Monster Careers - North America; Monster Careers - International;
Internet Advertising and Fees; and Advertising & Communications. These segments provide services to customers in a variety of industries throughout North America, Europe and the Asia-Pacific region.

Monster Careers.The Company's Monster Careers segments (both North America and International) predominantly earn revenue from the
placement of job postings on the websites within the Monster network, access to the Company's resume databases and other career-related services. The Company's Monster Careers segments operate
globally.

Internet Advertising and Fees.The Company's Internet Advertising and Fees segment earns revenue from the display of advertisements on the
Monster network of websites, click-throughs on text-based links, leads provided to advertisers and subscriptions to premium services. Among the larger components of this segment are the Company's
Fastweb, MonsterTrak, Tickle and Military.com businesses. Prior to the first quarter of 2006, these operations were managed and reported by the Company's "Monster" segment, therefore prior period
segment disclosures have been restated to conform to the current operating structure. Revenue from this segment is primarily earned in the United States.

Advertising & Communications.The Company's Advertising & Communications segment mainly earns revenue from job advertisements placed in
newspapers, Internet career-related websites such as Monster, and other media, plus associated fees for related services. Revenue is recorded net of media placement costs. This segment has operations
in the United States and Canada. On May 10, 2006, the Company sold its TMP Worldwide Advertising & Communications businesses in the United Kingdom and Ireland. See Note 8 for further discussion.
Additionally, in August 2006, the Company disposed of its remaining Advertising & Communications business in North America. See Note 10 for further discussion.

Basis of Presentation

The consolidated interim financial statements included herein are unaudited and have been prepared by the Company pursuant to the rules and regulations of the United States
Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the
United States have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The
consolidated interim financial statements include the accounts of the Company and all of its wholly-owned and majority-owned subsidiaries. All significant inter-company accounts and transactions have
been eliminated in consolidation.

These
statements reflect all normal recurring adjustments that, in the opinion of management, are necessary for fair presentation of the information contained herein. These consolidated interim
financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2005.
The Company adheres to the same accounting policies in preparation of interim financial statements. As permitted under generally accepted accounting principles, interim accounting for certain
expenses, including income taxes are based on full year assumptions. Such amounts are expensed in full in the year incurred. For interim financial reporting purposes, income taxes are recorded based
upon estimated annual income tax rates.

10

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2.     RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

On
June 12, 2006, the Company announced that a committee of independent directors of the Board of Directors (the "Special Committee") assisted by independent legal counsel and outside accounting
experts was conducting an independent investigation to review the Company's historical stock option grant practices and related accounting. The Special Committee and its advisors conducted an
extensive review of the Company's historical stock option grants and related accounting, including an assessment and review of the Company's accounting policies, internal records, supporting
documentation and e-mail communications, as well as interviews with current and former employees and current and former members of the Company's executive management and Board of Directors.

On
July 26, 2006, the Company announced that although the Special Committee investigation had not yet reached a conclusion, the Company cautioned shareholders and the investing public against relying
on previously published financial statements. On October 25, 2006, the Company announced that its Audit Committee, after consultation with senior management, the Special Committee and the Company's
independent registered public accounting firm, determined that the consolidated financial statements and related financial information contained in its Annual Reports on Form 10-K through
December 31, 2005 should no longer be relied upon. Accordingly, since 2005 information was impacted as a result of the findings of the Special Committee, the Company has amended its Form 10-Q
for the quarter ended March 31, 2006 and is filing this Form 10-Q for the quarter ended June 30, 2006 to accurately reflect prior period information.

The
Special Committee has determined that the exercise price of a substantial number of stock option grants during the periods between 1997 through March 31, 2003 differed from the fair market
value of the underlying shares on the measurement date. In most cases, the original date assigned to the grant corresponded to the date as of which a unanimous written consent ("UWC") was executed by
the members of the compensation committee of the Company's Board of Directors, but the date of that consent did not correspond to the actual date on which each individual optionee and the number of
shares underlying each option was determined. The Company believes that the dates as of which the UWC's were dated were earlier than the dates on which they were actually executed. In a significant
number of instances, the stock price on the assigned date (the date as of which the UWC was executed) was lower, sometimes substantially lower, than the price on the date the award may be deemed to
have actually been determined. The Company believes that this practice was done intentionally, by persons formerly in positions of responsibility at the Company for the purpose of issuing options at a
higher intrinsic value than would have otherwise been the case.

Restatement Methodology

Historically, the Company has generally accounted for stock option grants as if the options were granted at an exercise price no less than fair market value as indicated by the
closing price of a share of the Company's common stock trading on the NASDAQ National Market on either the "as of" date reflected on the relevant UWC of the Compensation Committee of the Board of
Directors or the date of minutes of an actual Compensation Committee meeting ("Minutes"). A majority of stock options granted during the period under review were granted pursuant to UWC's. The UWC's,
by their terms, typically referred to an attached Schedule A listing the specific names of the grantees and the number of shares subject to each option. The UWC's that have been located by the
Company, however, either
have no Schedule A annexed to them, or where one is attached, it frequently does not match the Company's electronic stock option database.

The
Company has therefore concluded that neither the "as of" dates referenced on Compensation Committee UWCs nor the dates of Minutes can be relied on as proper option grant measurement dates. The
Company has been unable to ascertain with any degree of certainty when, if ever, UWC's or Minutes with full, complete and final Schedule A's were reviewed and approved by the Compensation Committee.

11

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In
light thereof, the Company has concluded that the most appropriate and accurate source of data to determine option grant measurement dates is the electronic record of option grant information in
its electronic stock option database program known as Transcentive, which went into use in late 1998. The entry into Transcentive of the specific grantee information as to each stock option grant
constituted an acknowledgement by the Company to the grantee of the grantee's legal entitlement to the grant and, in the absence of authoritative information as to when grants were actually approved
by the Company provides an appropriate measurement date framework based on entitlement. For option grants made subsequent to the implementation of Transcentive, the Company has calculated the restated
intrinsic value using a grant measurement date based on when the option data was entered into the database program (the "Creation Date"). For options granted prior to the implementation of
Transcentive, the new measurement date was determined by applying the average lag time between the "as of" date and the Creation Date for options granted subsequent to the implementation of
Transcentive to the original option grant date in order to approximate a reliable measurement date. The average lag period between the date as of which UWC's were executed and the date that options
purportedly granted by such consents were inputted into the Company's Transcentive system was ninety-seven days. For grants prior to December 1998, the Company has therefore used measurement dates
equating to ninety-seven days following the date as of which the UWC relating to such options were executed.

Given
the volatility of the Company's common stock, the use of another measurement date could have resulted in a substantially higher or lower cumulative compensation expense. This in turn would have
caused net income or loss to be different than amounts reported in the restated consolidated financial statements.

Findings

Based on the findings of the Special Committee, management of the Company has concluded that the Company's consolidated financial statements as of and for the three and six
months ended June 30, 2005 should be restated to record additional non-cash stock based compensation expenses and related income tax effects resulting from the stock option review. As of
December 31, 2005, the Company had
accelerated substantially all unvested outstanding stock options in order to mitigate compensation expense that would have been required upon the effectiveness of SFAS 123R beginning January 1, 2006.
Accordingly, the 2006 periods will not be materially effected as a result of this restatement.

The
restatement of the Company's previously issued financial statements reflects the following:



These
restated consolidated financial statements include cumulative compensation expense, net of income taxes, of $271,930 through December 31, 2005, which is recorded as an adjustment to
opening retained deficit as of December 31, 2005 included in the accompanying consolidated balance sheet. The following

12

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table
reflects the impact of the adjustments on the Company's continuing and discontinued operations in the Company's consolidated statements of operations for the periods presented below:

|Category of adjustments:                                                                                                  |  | Three Months Ended
June 30, 2005 |       | Six Months Ended
June 30, 2005 |   | Cumulative (January 1,
1997 through
December 31, 2005) |  
|------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ----- | ------------------------------ | - | ------------------------------------------------------ | -
|Stock option grant date changes - continuing operations(a)                                                                |  | $                                | 2,134 |                                | $ | 4,913                                                  |  
|Stock option grant date changes - discontinued operations                                                                 |  |                                  | 25    |                                |   | 774                                                    |  
|                                                                                                                          |  |                                  |       |                                |   |                                                        |  
|Pre-tax stock option expense adjustments                                                                                  |  |                                  | 2,159 |                                |   | 5,687                                                  |  
|                                                                                                                          |  |                                  |       |                                |   |                                                        |  
|Income tax impact on grant date changes - continuing operations                                                           |  |                                  | (594  | )                              |   | (1,329                                                 | )
|Income tax impact on grant date changes - discontinued operations                                                         |  |                                  | (6    | )                              |   | (190                                                   | )
|Income tax adjustments related to IRC 162(m) resulting from adjustments due to grant date changes - continuing operations |  |                                  |      |                                |   |                                                       |  
|                                                                                                                          |  |                                  |       |                                |   |                                                        |  
|Income tax benefit                                                                                                        |  |                                  | (600  | )                              |   | (1,519                                                 | )
|                                                                                                                          |  |                                  |       |                                |   |                                                        |  
|Total adjustments to net income                                                                                           |  | $                                | 1,559 |                                | $ | 4,168                                                  |  
|                                                                                                                          |  |                                  |       |                                |   |                                                        |  

The Company's consolidated statements of operations for the three and six months ended June 30, 2005, as reported in the Company's Form 10-K/A
include the impact of the non-cash stock based compensation expenses and related income tax adjustments resulting from the Special Committee's investigation. The statements of operations for those
periods included in this Quarterly Report are different from the Form 10-K/A due to dispositions that occurred during the first six months of 2006. See Note 8 for further discussion of
the Company's 2006 divestitures.

3.     EARNINGS PER SHARE AND STOCK-BASED COMPENSATION

Earnings Per Share

Basic earnings per share does not include the effects of potentially dilutive stock options and restricted stock awards, and is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects, in periods in which they have a dilutive effect, commitments to issue
common stock and common stock issuable upon exercise of stock options for periods in which the options' exercise price is lower than the Company's average share price for the period.

A
reconciliation of shares used in calculating basic and diluted earnings per common and Class B common share follows. Certain stock options and stock issuable under employee compensation plans were
excluded from the computation of earnings per share due to their anti-dilutive effect. The weighted average number of such common stock equivalents is approximately 681,000 and 6,535,000 for the three
months ended June

13

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30,
2006 and 2005, respectively and 682,000 and 6,459,000 for the six months ended June 30, 2006 and 2005, respectively.

|                                                                                                        |  | Three Months Ended June 30, |  | Six Months Ended June 30,
|------------------------------------------------------------------------------------------------------- |  | --------------------------- |  | -------------------------
|
|
|Basic weighted average shares outstanding                                                               |  | 128,551                     |  | 121,049                  
|Effect of common stock equivalents - stock options and stock issuable under employee compensation plans |  | 3,458                       |  | 2,132                    
|                                                                                                        |  |                             |  |                          
|Diluted weighted average shares outstanding                                                             |  | 132,009                     |  | 123,181                  
|                                                                                                        |  |                             |  |                          

Impact of the Adoption of SFAS 123R

The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 123(R)Share Based Payment("SFAS 123R") using the
modified-prospective-transition method beginning January 1, 2006. Under that transition method, results for prior periods have not been restated and stock compensation costs recognized during the
three month and six month periods ended June 30, 2006 includes: (a) compensation cost for all share based payments granted, but not yet vested as of January 1, 2006, based on the grant-date fair value
estimated in accordance with SFAS 123, and (b) compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant date fair value in accordance with the
provisions of SFAS 123R. SFAS 123R also requires excess tax benefits from the exercise of stock options to be presented in the consolidated statements of cash flows as a financing activity rather than
an operating activity, as presented prior to the adoption of SFAS 123R. Excess tax benefits are realized benefits from tax deductions for exercised options in excess of the deferred tax asset
attributable to stock based compensation costs for such options. The total income tax benefit recognized in the statement of operations for stock-based compensation costs was $22 and $286 for the
three and six months ended June 30, 2006, respectively. The Company did not have any stock-based compensation costs capitalized as part of an asset. The Company has granted stock options and awarded
non-vested stock to employees, directors and executive officers.

At
June 30, 2006, the Company has the following stock-based employee compensation plans:

Employee Stock Options.The Company recognized approximately $53 and $148 of pre-tax compensation expense in the consolidated statement of
operations related to employee stock options for the three and six months ended June 30, 2006, respectively. The fair value of these options was estimated on the grant date using the Black-Scholes
option-pricing model. Beyond June 30, 2006, the Company does not anticipate recognizing any material compensation expense associated with employee stock options. As of January 1, 2006, substantially
all of the Company's employee stock options were vested and the Company has not granted any stock options subsequent to January 1, 2006.

Executive Stock Bonus Arrangements.The Company, from time to time, enters into separate share-based payment arrangements with executive
officers and directors. The terms of such agreements are subject to various specified performance and vesting conditions. As of June 30, 2006, there were approximately 430,309 non-vested shares
outstanding related to executive agreements with varying exercise prices. The Company recorded the equity awards using the fair market value of the Company's common stock on the date the award was
approved by the Compensation Committee of the Board of Directors. These awards are amortized on a straight-line basis over the vesting period. The Company recognized pre-tax compensation expense, as a
component of salaries and related in the consolidated statements of operations, related to stock bonus arrangements with executive officers of approximately $1,405 and $534 for the three months ended
June 30, 2006 and 2005, respectively and $2,695 and $1,502 for the six months ended June 30, 2006 and 2005, respectively.

14

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2006 Restricted Stock Unit Plan.On March 27, 2006, the Compensation Committee of the Board of Directors approved the grant of 663,500
restricted stock units to approximately 350 employees of the Company ("2006 RSU Plan"). The amounts of restricted stock units awarded are subject to reduction or elimination based on whether or not
certain specified performance-based conditions are satisfied. If the optimal performance-based condition becomes satisfied, the maximum number of restricted stock units will vest in 25% increments on
each of March 5, 2007, March 5, 2008, March 5, 2009 and March 5, 2010, provided that the recipient is continuously employed by the Company or any of its affiliates on each applicable vesting date. The
Company recorded the equity award using the fair market value of the Company's common stock on March 27, 2006, which was $48.58 and is amortizing the award on a straight-line basis over the vesting
period. During the second quarter of 2006, the Compensation Committee approved the grant of 17,800 restricted stock units to employees of the Company. The Company recorded the equity award at $44.64,
which was the closing stock price on the date of approval. For the three and six months ended June 30, 2006, the Company recorded approximately $2,080 and $2,763, respectively, of pre-tax compensation
expense, as a component of salaries and related in the consolidated statements of operations, related to the 2006 RSU Plan.

Share-based Payment Activity

The following table summarizes the activity of our employee stock options for the six months ended June 30, 2006:

|(thousands of shares)                 |  | Shares |   | Weighted
Average Exercise
Price |       | Weighted
Average
Contractual
Term (in years) |     | Aggregate
Intrinsic Value
|------------------------------------- |  | ------ | - | ------------------------------- | ----- | -------------------------------------------- | --- | -------------------------
|Outstanding at January 1, 2006        |  | 13,673 |   | $                               | 27.94 |                                              |     |                          
|Granted                               |  |       |   |                                 |      |                                              |     |                          
|Exercised                             |  | (3,672 | ) |                                 | 24.82 |                                              |     |                          
|Forfeited/expired/cancelled           |  | (112   | ) |                                 | 46.56 |                                              |     |                          
|                                      |  |        |   |                                 |       |                                              |     |                          
|Outstanding at June 30, 2006          |  | 9,889  |   |                                 | 28.91 |                                              | 5.9 |                          
|                                      |  |        |   |                                 |       |                                              |     |                          
|Options exerciseable at June 30, 2006 |  | 6,262  |   | $                               | 28.56 |                                              | 4.8 |                          

The aggregate intrinsic value is calculated as the difference between the market price of our common stock as of June 30, 2006 and the exercise price of the
underlying options. During the six months ended June 30, 2006 and 2005, the aggregate intrinsic value of options exercised was $92,306 and $10,095, respectively. The Company did not grant any options
during the six months ended June 30, 2006; however, the weighted average grant date fair value of options granted during the six months ended June 30, 2005 period was $28.15.

The
following table summarizes the activity of our non-vested stock for the six months ended June 30, 2006:

|                                     |  | Shares    |   | Weighted
Average Fair
Value at Grant
Date
|------------------------------------ |  | --------- | - | -----------------------------------------
|Non-vested at January 1, 2006        |  | 241,309   |   | $                                        
|Granted - 2006 RSU Plan              |  | 681,300   |   |                                          
|Granted - Executive Bonus Agreements |  | 252,500   |   |                                          
|Forfieted                            |  | (8,900    | ) |                                          
|Vested                               |  | (63,500   | ) |                                          
|                                     |  |           |   |                                          
|Non-vested at June 30, 2006          |  | 1,102,709 |   | $                                        
|                                     |  |           |   |                                          

15

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As of June 30, 2006 there was approximately $30,399 and $13,300 of unrecognized compensation cost related to the Company's 2006 RSU Plan and executive stock
bonus agreements, respectively. These
performance-based awards relate to non-vested stock and are being amortized over the vesting periods on a straight-line basis.

Prior to the Adoption of SFAS 123R

Prior to the adoption of SFAS 123R, the Company provided the disclosures required under SFAS 123, as amended by SFAS No. 148,Accounting for Stock-Based
Compensation  Transition and Disclosure,which requires disclosure of the pro forma effects of stock option expense on net income and earnings per share. The
Company's prior period financial statements accounted for the issuance of employee stock options using Accounting Principles Board ("APB") Opinion No. 25 ("APB 25"),Accounting
for Stock Issued to Employeesand related interpretations. Under APB 25, generally, no compensation expense was recognized in connection with the awarding of stock option
grants to employees provided that, as of the grant date, all terms associated with the award are fixed and the quoted market price of the stock is equal to or less than the amount an employee must pay
to acquire the stock as defined. The pro forma effects of stock-based compensation on net income and net income per share in the 2005 period have been estimated at the date of grant using the
Black-Scholes option-pricing model based on the following weighted average assumptions:

|                        |  | Three Months
Ended June 30,
2005 |   | Six Months
Ended June 30,
2005 |  
|----------------------- |  | -------------------------------- | - | ------------------------------ | -
|Risk-free interest rate |  | 3.7                              | % | 3.7                            | %
|Volatility              |  | 47.2                             | % | 47.2                           | %
|Expected life (years)   |  | 4.2                              |   | 4.2                            |  

For purposes of pro forma disclosures, the estimated fair value of the options is assumed to be expensed over the options' vesting periods. The following table
illustrates the effect of the restatement
adjustments and pro forma effects of recognizing compensation expense under the fair value method of accounting on the Company's operating results and per share data as follows:

|                                                                                                       |                                   | Three Months
Ended June 30,
2005 |         | Six Months
Ended June 30,
2005 |  
|------------------------------------------------------------------------------------------------------ | --------------------------------- | -------------------------------- | ------- | ------------------------------ | -
|
|Net income as, restated                                                                                |                                   | $                                | 18,017  |                                | $
|Add: Stock based employee compensation expense included in reported net income, net of tax(a)          |                                   |                                  | 1,906   |                                |  
|Deduct: Compensation expense determined under fair value based method for stock options, net of tax(a) |                                   |                                  | (25,108 | )                              |  
|                                                                                                       |                                   |                                  |         |                                |  
|Pro forma net loss, as restated                                                                        |                                   | $                                | (5,185  | )                              | $
|                                                                                                       |                                   |                                  |         |                                |  
|Basic earnings per share:                                                                              |                                   |                                  |         |                                |  
|                                                                                                       | Net income - as restated          |                                  | $       | 0.15                           |  
|                                                                                                       | Net loss - pro forma, as restated |                                  | $       | (0.04                          | )
|Diluted earnings per share:                                                                            |                                   |                                  |         |                                |  
|                                                                                                       | Net income - as restated          |                                  | $       | 0.15                           |  
|                                                                                                       | Net loss - pro forma, as restated |                                  | $       | (0.04                          | )

Stock Option Accelerations

During the year ended December 31, 2005, the Company accelerated the vesting date of substantially all of its unvested, outstanding stock option awards in order to avoid
recognizing compensation expense in the consolidated statement of operations in the Company's financial statements subsequent to the effectiveness of SFAS 123R on January 1, 2006. As a result
of the accelerations, the Company has eliminated approximately $23,494 of compensation expense that would have been recognized from January 1, 2006 through 2008.

16

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On December 28, 2004, the Company granted approximately 2,800,000 options to executives and employees. Such options vested over the five-month period ending on May 31, 2005 and the vested
options generally become exercisable in four annual installments commencing December 28, 2005.

Included
in pro-forma compensation expense for the three and six months ended June 30, 2005 is approximately $15,061 and $19,175, respectively, net of tax, resulting from accelerated vesting that
occurred during the six months ended June 30, 2005. In addition, the pro-forma compensation expense for the three and six months ended June 30, 2005 includes approximately $10,039 and $25,098,
respectively, net of tax, related to the vesting of the December 28, 2004 grant.

4.     BUSINESS COMBINATIONS

For
the period January 1, 2005 through June 30, 2006, we completed three business combinations. Although none of the following acquired businesses was considered to be a significant subsidiary, either
individually or in the aggregate, they do affect the comparability of results from period to period. The acquisitions and the acquisition dates are as follows:

|Acquired Business          |  | Acquisition Date  |  | Business Segment               
|-------------------------- |  | ----------------- |  | -------------------------------
|
|Emailjob.com SAS           |  | February 11, 2005 |  | Monster Careers - International
|JobKorea                   |  | October 14, 2005  |  | Monster Careers - International
|PWP, LLC ("Education.org") |  | May 2, 2006       |  | Internet Advertising & Fees    
|                          

Accrued Integration and Restructuring Costs

The Company has formulated integration and restructuring plans to eliminate redundant facilities, personnel and duplicate assets in connection with its business combinations.
These costs were recognized as liabilities assumed in connection with the Company's business combinations. Accordingly, these costs are considered part of the purchase price of the business
combinations and have been recorded as increases to goodwill. During the six months ended June 30, 2006, the Company charged $1,340 to goodwill relating entirely to the Company's acquisition of
Emailjob.com and reversed $333 of previously capitalized costs related to acquisitions in the Internet Advertising & Fees segment.

Changes
in the Company's approved restructuring plans or costs related to new restructuring initiatives may be recorded in goodwill for up to one year following the acquisition date and must be
recorded in the Company's operating results thereafter. Reductions to integration and restructuring reserves established in connection with purchase business combinations are recorded as a reduction
to goodwill. As of June 30, 2006 and December 31, 2005, the Company had accrued $6,928 and $7,703, respectively, for integration and restructuring obligations, mainly relating to future
operating lease payments.

5.     INVESTMENT IN UNCONSOLIDATED AFFILIATE

In
February 2005, the Company acquired a 40% interest in ChinaHR.com Holdings Ltd. ("ChinaHR") for consideration of $50,000 in cash. In February 2006, the Company increased its ownership interest in
ChinaHR to 44.4% by acquiring an additional 4.4% interest from ChinaHR shareholders, for cash consideration of $19,936. The Company accounts for its investment in ChinaHR using the equity method of
accounting, thereby recording its owned percentage of ChinaHR's net results of operations as Losses in Equity Interest in the Company's statement of operations. Such losses reduce the carrying value
of the Company's investment in ChinaHR.

In
March 2006, the Company entered into a credit facility with ChinaHR, whereby the Company has agreed to advance ChinaHR up to an aggregate of $20,000, with no more than $10,000 being advanced
in the first year of the agreement. Interest on the loans will be assessed at the LIBOR rate plus 1% and shall be payable on a quarterly basis, in arrears. The credit facility provides that any
advances shall be due and payable in full on the maturity date, which is the earliest of March 2011 or the consummation of an initial

17

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public
offering of securities by the ChinaHR. As of June 30, 2006, the Company has advanced $4,800 to ChinaHR under the credit facility.

ChinaHR
is a leading recruitment website in China and provides online recruiting, campus recruiting and other human resource solutions. As a result of its investment, the Company has the right to
occupy three of seven seats on ChinaHR's Board of Directors. In addition, the Company also has certain rights and obligations, the amount and likelihood of which are not currently determinable, to
acquire a 51% or more interest in ChinaHR in the event of an initial public offering or by February 1, 2008, whichever comes first.

6.     COMPREHENSIVE INCOME (LOSS)

The
Company's comprehensive income (loss) is as follows:

|                                                 |  | Three Months ended June 30, |        | Six Months ended June 30, |  
|------------------------------------------------ |  | --------------------------- | ------ | ------------------------- | -
|
|
|Net income                                       |  | $                           | 39,617 |                           | $
|Foregn currency translation adjustment and other |  |                             | 21,445 |                           |  
|                                                 |  |                             |        |                           |  
|Comprehensive income (loss)                      |  | $                           | 61,062 |                           | $
|                                                 |  |                             |        |                           |  

7.     STOCKHOLDERS' EQUITY

Share Repurchase Program

In November 2005, the Board of Directors authorized the Company to purchase up to $100 million of its shares of common stock in the open market or otherwise from
time to time over a 30-month period as conditions warrant. Through June 30, 2006, the Company has repurchased 994,584 shares of its common stock for an aggregate purchase price of
$45,081, of which, 294,584 shares were purchased in open market transactions during the six months ended June 30, 2006 for $14,416.

Structured Stock Repurchase

In March 2006, the Company entered into a $22,758 structured stock repurchase transaction. In June 2006, the Company repurchased 500,000 shares upon maturity of
the structured stock agreement. The structured stock repurchase was executed under the Company's authorized repurchase program.

8.     DISCONTINUED OPERATIONS

On
May 10, 2006, the Company sold its TMP Worldwide Advertising & Communications businesses in the United Kingdom and Ireland. In a separate transaction, the Company also sold its
recruitment advertising agency in Spain. The Company received cash of approximately $33,000 (net of working capital and other adjustments) and a $9,000 interest bearing note receivable maturing on
May 10, 2013. The Company recorded a pre-tax gain on the sale of these businesses of $543 ($812 after-tax loss, net of a $1,355 tax expense), included as a component of discontinued operations
in the statements of operations.

On
March 1, 2006, the Company sold its TMP Worldwide Advertising & Communications businesses in Australia/New Zealand and Singapore in two separate transactions. The Company recognized a
pre-tax gain on the sale of these businesses of $2,453 ($5,420 including the tax benefit recognized upon disposition) in the first quarter of 2006.

The
impact of these transactions and the historical operating results of these businesses have been reclassified to discontinued operations for all periods presented. The dispositions were not
considered material and did not include a significant amount of assets. The Company executed these transactions in order to focus more resources to support the growth of the Monster franchise on a
global basis.

18

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During
the year ended December 31, 2005, the Company disposed of the following businesses that collectively comprised substantially all of its Directional Marketing operating segment. The
results of operations of these businesses and the associated disposal costs are reflected as discontinued operations in the consolidated statements of operations for the three and six months ended
June 30, 2005:



The
following amounts primarily related to our dispositions in 2006 and 2005 have been segregated from continuing operations and are reflected as discontinued operations in each period's consolidated
statement of operations:

|                                                        |  | Three Months ended June 30, |        | Six Months ended June 30, |  
|------------------------------------------------------- |  | --------------------------- | ------ | ------------------------- | -
|
|
|Revenue                                                 |  | $                           | 4,916  |                           | $
|                                                        |  |                             |        |                           |  
|Loss before income taxes                                |  | $                           | (910   | )                         | $
|Income tax expense (benefit)                            |  |                             | (276   | )                         |  
|                                                        |  |                             |        |                           |  
|Loss from discontinued operations, net of tax           |  |                             | (634   | )                         |  
|                                                        |  |                             |        |                           |  
|Pre-tax gain (loss) on sales of discontinued operations |  |                             | 726    |                           |  
|Income tax expense (benefit)                            |  |                             | 1,419  |                           |  
|                                                        |  |                             |        |                           |  
|Gain (loss) on sale of business, net of tax             |  |                             | (693   | )                         |  
|                                                        |  |                             |        |                           |  
|Income (loss) from discontinued operations, net of tax  |  | $                           | (1,327 | )                         | $
|                                                        |  |                             |        |                           |  

Included in the income (loss) from discontinued operations, net of tax calculation is the impact of the stock option adjustments discussed in Note 2. The
Company recorded $19 and $584 for the three and six months ended June 30, 2005, respectively, of non-cash stock based compensation costs as a component of discontinued operations, which
directly relate to stock options that were awarded to individuals who were employed by the businesses discussed above that were disposed.

19

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9.     SEGMENT AND GEOGRAPHIC DATA

As
of January 1, 2006, the Company changed the composition of its reportable segments to reflect changes in its internal management and reporting structure. The prior period segment information
contained below has been restated to reflect the Company's new operating structure. The Company conducts business in four reportable segments: Monster Careers - North America; Monster Careers -
International; Internet Advertising and Fees; and Advertising & Communications. Corporate operating expenses are not allocated to the Company's reportable segments. See Note 1 for a
description of our revised operating segments.

The
Company's Advertising & Communications division recognizes a commission on the sale of certain Monster products. Revenue recognized by the Advertising & Communications segment for
such sales was $4,195 and $4,993 for the three months ended June 30, 2006 and 2005, respectively and $7,689 and $8,087 for the six months ended June 30, 2006 and 2005, respectively.

In
March 2006, the Compensation Committee of the Board of Directors approved the 2006 RSU Plan. Accordingly, the Company has recorded $2,080 and $2,763 of pre-tax compensation expense in the
Company's statements of operations for the three and six months ended June 30, 2006, respectively. The Company's chief operating decision maker includes these expenses when measuring the
results of each reportable segment in the 2006 periods.

Corporate
operating expenses for the three and six month periods ended June 30, 2005 include the impact of the non-cash stock based compensation costs of $2,134 and $4,913, respectively, in
connection with the investigation into the Company's historical stock option grant practices and related accounting. The Company's Monster Careers - North America, Monster Careers -
International, Internet Advertising and Fees and Advertising and Communications' business units' results have not changed.

The
following tables present the Company's operations by business segment and by geographic region:

|                             |                               | Three Months ended June 30, |         |         |   |        
|---------------------------- | ----------------------------- | --------------------------- | ------- | ------- | - | -------
|
|
|
|Monster:                     |                               |                             |         |         |   |        
|                             | Careers - North America       |                             | $       | 162,816 |   | $      
|                             | Careers - International       |                             |         | 74,374  |   |        
|                             | Internet Advertising and Fees |                             |         | 37,979  |   |        
|                             |                               |                             |         |         |   |        
|Total Monster                |                               |                             | 275,169 |         |   | 198,091
|Advertising & Communications |                               |                             | 20,631  |         |   | 18,932 
|                             |                               |                             |         |         |   |        
|Total Revenue                |                               | $                           | 295,800 |         | $ | 217,023
|                             |                               |                             |         |         |   |        

|                             |                               | Three Months ended June 30, |         |        |   |         |       
|---------------------------- | ----------------------------- | --------------------------- | ------- | ------ | - | ------- | ------
|
|
|
|
|Monster:                     |                               |                             |         |        |   |         |       
|                             | Careers - North America       |                             | $       | 56,039 |   | $       | 41,734
|                             | Careers - International       |                             |         | 2,191  |   |         | (2,908
|                             | Internet Advertising and Fees |                             |         | 12,637 |   |         | 8,173 
|                             |                               |                             |         |        |   |         |       
|Total Monster                |                               |                             | 70,867  |        |   | 46,999  |       
|Advertising & Communications |                               |                             | 2,486   |        |   | 1,006   |       
|Corporate expenses(a)        |                               |                             | (10,851 | )      |   | (12,252 | )     
|                             |                               |                             |         |        |   |         |       
|Operating Income             |                               | $                           | 62,502  |        | $ | 35,753  |       
|                             |                               |                             |         |        |   |         |       

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|              |  | Three Months ended June 30, |         |  |   |        
|------------- |  | --------------------------- | ------- |  | - | -------
|
|
|
|United States |  | $                           | 216,970 |  | $ | 168,094
|Europe        |  |                             | 63,317  |  |   | 42,796 
|Other(b)      |  |                             | 15,513  |  |   | 6,133  
|              |  |                             |         |  |   |        
|Total Revenue |  | $                           | 295,800 |  | $ | 217,023
|              |  |                             |         |  |   |        

The following table reconciles each reportable segment's assets to total assets reported on the Company's consolidated balance sheets as of June 30, 2006
and December 31, 2005:

|Total Assets by Segment           |  | June 30, 2006 |           | December 31,
2005
|--------------------------------- |  | ------------- | --------- | -----------------
|
|Monster Careers - North America   |  | $             | 530,159   |                  
|Monster Careers - International   |  |               | 413,544   |                  
|Internet Advertising & Fees       |  |               | 179,366   |                  
|Advertising & Communications      |  |               | 227,590   |                  
|Corporate                         |  |               | 453,188   |                  
|Shared assets(c)                  |  |               | 59,452    |                  
|Assets of discontinued operations |  |               |          |                  
|                                  |  |               |           |                  
|Total Assets                      |  | $             | 1,863,299 |                  
|                                  |  |               |           |                  

10.   SUBSEQUENT EVENTS

On
August 31, 2006, the Company sold its TMP Worldwide Advertising & Communications business in the United States and Canada. The purchase price of the transaction was $45,000. Net
proceeds after a working capital adjustment, taxes and transaction costs are expected to be approximately $27,000. The sale completes the global divestiture of the Advertising & Communications unit.

Stock Option Investigation

As described in Note 2, the Company announced on June 12, 2006 that a Special Committee was established to conduct an independent investigation into the Company's
historical stock option grant practices and related accounting. The Special Committee was being assisted by independent legal counsel and outside accounting experts. As a result of their review, it
was determined that the exercise price of a substantial number of stock option grants during the periods between 1997 through March 31, 2003 differed from the fair market value of the
underlying shares on the recorded measurement date.

On
October 6, 2006, Andrew J. McKelvey resigned from his positions as Chairman of the Board and Chief Executive Officer. The Board of Directors of the Company named William M.
Pastore, the Company's then President and Chief Operating Officer as its Chief Executive Officer and as a director. On that date, the Board of Directors established an Executive Committee consisting
of Salvatore Iannuzzi, Chair, John Gaulding and Ronald Kramer to act for the Board of Directors in overseeing the Company's affairs and to perform the functions of the Chairman. Mr. McKelvey
kept his seat on the Board of Directors and was named Chairman Emeritus. On October 29, 2006, Andrew J. McKelvey resigned as a member of the Board of Directors and as Chairman Emeritus.
Mr. McKelvey and his legal counsel have advised the Special

21

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Committee
of the Board of Directors that Mr. McKelvey had declined to be interviewed by the Special Committee on the previously agreed date and that Mr. McKelvey would not provide
assurance he would appear at a later date.

Following
Mr. McKelvey's resignation and at the direction of management and the Board of Directors, the Company's internal audit department and outside counsel examined certain transactions between
the Company and Mr. McKelvey or entities or individuals affiliated with him. Mr. McKelvey has reimbursed the Company approximately $533 for certain expenses paid by the Company during the periods 1996
through 2006. The Company continues to seek reimbursement, plus interest, on certain other items.

On
November 22, 2006, the Company's Board of Directors, with concurrence from the Special Committee, announced that it has terminated for cause Myron Olesnyckyj, the Company's former Senior
Vice-President, General Counsel and Secretary. Mr. Olesnyckyj was suspended from his position on September 19, 2006. The action was a result of the Special Committee's review of the
Company's historical stock option grant practices.

The
Company has incurred significant expenses in 2006 for legal, tax, accounting and other professional services in connection with the stock option investigation, preparation of restated consolidated
financial statements, stock option related litigation and government investigations. The Company expects to continue to incur substantial costs in 2007 in connection with these matters.

Stock Option Regulatory Proceedings and Litigation

Both the United States Attorneys Office ("USAO") and the United States Securities and Exchange Commission ("SEC") have informed the Company that each is conducting an
investigation into the Company's past stock option grants. In connection therewith, the Company has received a grand jury subpoena from the United States District Court for the Southern District of
New York and requests for
the voluntary production of documents from the SEC. The Company is cooperating fully with both the USAO and the SEC.

In
October 2006, a putative class action litigation was filed in the United States District Court for the Southern District of New York by a former Company employee against the Company and a
number of its current and former officers and directors. The action purports to be brought on behalf of all participants in the Company's 401(k) plan. The complaint alleges that the defendants
breached their fiduciary obligations to plan participants under §§ 404, 405, 409 and 502 of the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C.
§ 1104 et seq., by allowing Plan participants to purchase and to hold and maintain Company stock in their Plan accounts without disclosing to those Plan participants the
historical stock option practices. The complaint seeks, among other relief, equitable restitution, attorney's fees and an order enjoining defendants from violations of ERISA.

In
addition, derivative actions in connection with historical stock option practices have been commenced by shareholders purportedly on behalf of the Company in both the United States District Court
for the Southern District of New York and in the Supreme Court of the State of New York, New York County, against a number of current and former officers and directors of the Company, naming the
Company as a nominal defendant.

On
October 20, 2006, the three federal court actions were consolidated by the Court and styled asIn re Monster Worldwide, Inc. Stock Option Derivative
Litigation, Master Docket 1:06:cv-04622 (S.D.N.Y.)(NRB-DCF) (Consolidated Action). It is expected that the plaintiffs in the consolidated federal actions will file
a consolidated amended complaint on or about December 19, 2006. The current federal complaints assert claims for breach of fiduciary duty, gross mismanagement, unjust enrichment, and violations
of Sections 10(b) and 14(a) of the Securities Exchange Act of 1934 (the "Exchange Act") for the period between January 1, 1997 and the present. The federal court plaintiffs seek, among
other relief, an indeterminate amount of damages from the individual defendants.

22

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On
September 18, 2006, the three purported derivative actions that were filed in the Supreme Court of the State of New York, New York County, were also consolidated. The consolidated actions
have been styled asIn re Monster Worldwide Inc. Derivative Litigation, Index. No. 06-108700 (Supreme, N.Y. County). On
or about December 1, 2006, the plaintiffs in the consolidated state court actions filed a consolidated amended complaint asserting claims for breach of fiduciary duty and related state law
causes of action. The state court plaintiffs seek, among other relief, an indeterminate amount of damages from the individual defendants.

The
Company has received correspondence from, or on behalf of, certain former employees who are the grantees of certain vested stock options that were scheduled to expire or be forfeited unless
exercised within the last several months. In light of the current suspension of the Company's S-8 and the resulting prohibition on the exercise of any stock options, said individuals were
precluded from exercising such options prior to their expiration date. The former employees have informed the Company that they will seek to hold the Company liable for any financial damages suffered
as a result of their inability to exercise the options during the suspension period.

The
Company may become subject to additional private or government actions. The expense of defending such litigation may be significant. In addition, an unfavorable outcome in such litigation could
have a material adverse effect on the Company's business and results of operations. The Company may also be obligated under the terms of its by-laws to advance litigation costs for directors and
officers named in litigation relating to their roles at the Company.

23

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Report of Independent Registered Public Accounting Firm

Board
of Directors and Stockholders
Monster Worldwide, Inc.
New York, New York

We
have reviewed the consolidated balance sheet of Monster Worldwide, Inc. as of June 30, 2006, and the related consolidated statements of operations for the three-month and
six-month periods ended June 30, 2006 and 2005, and cash flows for the six-month periods ended June 30, 2006 and 2005 included in the accompanying Securities and
Exchange Commission Form 10-Q for the period ended June 30, 2006. These interim financial statements are the responsibility of the Company's management.

We
conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying
analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of
the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an
opinion.

Based
on our reviews, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with accounting
principles generally accepted in the United States of America.

As
discussed in Note 2, the Company has restated its consolidated statements of operations for the three-month and six-month periods ended June 30, 2005 and the consolidated statements
of cash flows for the six-month period ended June 30, 2005.

We
have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board, the consolidated balance sheet of Monster Worldwide, Inc. as of
December 31, 2005, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated
February 3, 2006, except for the effects of the restatement discussed in Note 2 and Note 17 which are as of December 11, 2006, we expressed an unqualified opinion on those
consolidated financial statements. As discussed in Note 8, the Company has classified the results of operations of TMP Worldwide Advertising and Communications businesses in United Kingdom,
Ireland, Spain, Australia, New Zealand and Singapore as discontinued operations and accordingly the accompanying December 31, 2005 balance sheet reflects adjustments relating to these changes.
As discussed in Note 3, the Company changed its accounting policy for stock-based compensation awards exchanged for employee services and accordingly the accompanying December 31, 2005
balance sheet reflects adjustments relating to this change. We have not audited the accompanying balance sheet.

/s/
BDO SEIDMAN, LLP
BDO Seidman, LLP

New
York, New York
December 11, 2006

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ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We
make forward-looking statements in this report and in other reports and proxy statements that we file with the SEC. In addition, our senior management might make forward-looking statements. Broadly
speaking, forward-looking statements include:

Forward-looking
statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements often include words such as "anticipate,"
"believe," "estimate," "expect," "intend," "plan," "project," "target," "can," "could," "may," "should," "will," "would," or similar expressions. Do not unduly rely on forward-looking statements. They
give our expectations and are not guarantees. Forward-looking statements speak as of only the date they are made, and we might not update them to reflect changes that occur after the date they are
made.

There
are many factorsmany beyond our controlthat could cause results to differ significantly from our expectations. Some of these factors are described in "Item 1A.
Risk Factors" of our annual report on Form 10-K/A for the year ended December 31, 2005.

Overview

Founded in 1967, Monster Worldwide, Inc. is the parent company of Monster, the leading global online careers property. We also own TMP Worldwide, one of the largest
recruitment advertising agencies in North America. Our clients range from Fortune 100 companies to small and medium-sized enterprises and government agencies.

Monster
is our flagship brand. Monster consists of three reportable segments, spans 24 countries and accounted for 93% of our total revenue for the six months ended June 30, 2006. Monster
connects employers with job seekers and offers innovative technology and services that give employers more control over the recruiting process. We have been able to capitalize on Monster's brand and
create worldwide awareness by offering online recruiting solutions that we believe are redefining the way employers and job seekers connect. These tools, which include searchable job postings, a
resume database and career management content and advice, provide users with more control over the employment process. Monster's job search, resume posting services and basic networking are free to
the job seeker. Monster also offers premium career services at a fee to job seekers. Employers and human resources professionals pay to post jobs, search Monster's resume database and use career site
hosting and applicant tracking systems and other ancillary services. In addition, Monster offers Internet advertising to a wide variety of businesses that seek to market their products and services
through a broad and diverse network of online properties.

Business Combinations

For the period January 1, 2005 through June 30, 2006, we completed three business combinations. Although none of the following acquired businesses was considered
to be a significant subsidiary, either

25

---



individually
or in the aggregate, they do affect the comparability of results from period to period. The acquisitions and the acquisition dates are as follows:

Acquired Business

Acquisition Date

Business SegmentEmailjob.com SAS

February 11, 2005

Monster Careers - InternationalJobKorea

October 14, 2005

Monster Careers - InternationalPWP,LLC ("Education.org")

May 2, 2006

Internet Advertising & Fees


Discontinued Operations

On May 10, 2006, the Company sold its TMP Worldwide Advertising & Communications businesses in the United Kingdom and Ireland. In a separate transaction, the
Company also sold its recruitment advertising agency in Spain. The Company received cash of approximately $33,000 (net of working capital and other adjustments) and a $9,000 note receivable maturing
on May 10, 2013. The Company recorded a pre-tax gain on the sale of these businesses of $543 ($812 after-tax loss, net of a $1,355 tax expense), included as a component of discontinued
operations in the statements of operations.

On
March 1, 2006, the Company sold its TMP Worldwide Advertising & Communications businesses in Australia/New Zealand and Singapore in two separate transactions. The Company recognized a
pre-tax gain on the sale of these businesses of $2,453 ($5,420 including the tax benefit recognized upon disposition) in the first quarter of 2006.

The
impact of these transactions and the historical operating results of these businesses have been reclassified to discontinued operations for all periods presented. The dispositions were not
considered
material and did not include a significant amount of assets. The Company executed these transactions in order to focus more resources to support the growth of the Monster franchise on a global basis.

During
the year ended December 31, 2005, the Company disposed of the following businesses that collectively comprised substantially all of its Directional Marketing operating segment. The
results of operations of these businesses and the associated disposal costs are reflected as discontinued operations in the consolidated statements of operations for the three and six months ended
June 30, 2005:



26

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The
following amounts primarily related to our dispositions in 2006 and 2005 have been segregated from continuing operations and are reflected as discontinued operations in each period's consolidated
statement of operations:

|                                                        |  | Three Months ended June 30, |        | Six Months ended June 30, |  
|------------------------------------------------------- |  | --------------------------- | ------ | ------------------------- | -
|
|
|Revenue                                                 |  | $                           | 4,916  |                           | $
|                                                        |  |                             |        |                           |  
|Loss before income taxes                                |  | $                           | (910   | )                         | $
|Income tax expense (benefit)                            |  |                             | (276   | )                         |  
|                                                        |  |                             |        |                           |  
|Loss from discontinued operations, net of tax           |  |                             | (634   | )                         |  
|                                                        |  |                             |        |                           |  
|Pre-tax gain (loss) on sales of discontinued operations |  |                             | 726    |                           |  
|Income tax expense (benefit)                            |  |                             | 1,419  |                           |  
|                                                        |  |                             |        |                           |  
|Gain (loss) on sale of business, net of tax             |  |                             | (693   | )                         |  
|                                                        |  |                             |        |                           |  
|Income (loss) from discontinued operations, net of tax  |  | $                           | (1,327 | )                         | $
|                                                        |  |                             |        |                           |  

Included
in the income (loss) from discontinued operations, net of tax calculation is the impact of the stock option adjustments discussed in Note 2. We recorded $19 and $584 of non-cash stock
based compensation costs for the three and six months ended June 30, 2005 as a component of discontinued operations, which directly relate to stock options that were awarded to individuals who
were employed by the businesses discussed above that were disposed. In August 2006, we disposed of our remaining Advertising & Communications business in North America.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). In connection with the preparation
of our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and
the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our
consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are
presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and
such differences could be material.

Our
significant accounting policies are discussed in Note 1,Basis of Presentation and Significant Accounting Policies, of the Notes to
Consolidated Financial Statements, included in Item 8,Financial Statements and Supplementary Data, of our Annual Report on
Form 10-K/A. Management believes that the following accounting policies are the most critical to aid in fully understanding and evaluating our reported financial results, and they
require management's most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. Management has reviewed these
critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.

Revenue Recognition

Monster Careers.Our Monster Careers segments (both North America and International) earn revenue primarily from the placement of job
postings on the websites within the Monster network, access to the

27

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Monster
network's online resume database and other career-related services. We recognize revenue at the time that job postings are displayed on the Monster network websites. Revenue earned from
subscriptions to the Monster network's resume database is recognized over the length of the underlying subscriptions, typically from two weeks to twelve months. Revenue associated with multiple
element contracts is allocated based on the relative fair value of the services included in the contract. Unearned revenues are reported on the balance sheet as deferred revenue.

Internet Advertising and Fees.Our Internet Advertising and Fees segment earns revenue from the display of advertisements on the Monster
network of websites, click-throughs on text-based links, leads provided to advertisers and subscriptions to our non-career premium services.

The
Company recognizes revenue related to the display of advertisements on its Internet properties as "impressions" are delivered. An "impression" is delivered when an advertisement appears in pages
viewed by users. Arrangements for these services generally have terms of less than one year or may be terminated at any time by the advertiser.

The
Company generates revenue from text based links to the websites of its advertisers that are placed on the Company's Internet properties. The Company recognizes revenue from these arrangements as
"click-throughs" occur. A "click-through" occurs when a user clicks on an advertiser's listing.

The
Company generates revenue from "leads" that it provides to third-party advertisers. "Leads" consist of information solicited by an advertiser by way of the Company's website. When a user provides
the requested information, the Company turns over such information to the advertiser for a predetermined fee, at which time, revenue is recognized. Agreements to provide such information generally
have terms that define the number of leads and time period over which they must be provided to the advertiser.

Fee
revenue consists of revenues generated from a variety of consumer based services, including subscriptions and networking. The Company recognizes fee revenue over the length of the underlying
subscriptions or when services are performed.

Advertising & Communications.Our Advertising & Communications division derives revenue from job advertisements placed in
newspapers, Internet career job boards such as Monster and other media, plus associated fees for related services. Revenue is recorded net of media placement costs, which are
passed on to the customer. Revenue is generally recognized upon placement date for newspapers and other print and offline media. Online media revenue is recognized when services are purchased.

Asset Impairment

Business Combinations, Goodwill and Intangible Assets.The purchase method of accounting requires that assets acquired and liabilities
assumed be recorded at their fair values on the date of a business acquisition. Our consolidated financial statements and results of operations reflect an acquired business from the completion date of
an acquisition. The costs to acquire a business, including transaction, integration and restructuring costs, are allocated to the fair value of net assets acquired upon acquisition. Any excess of the
purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill.

The
judgments that we make in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact net income in
periods following a business combination. We generally use either the income, cost or market approach to aid in our conclusions of such fair values and asset lives. The income approach presumes that
the value of an asset can be estimated by the net economic benefit to be received over the life of the asset, discounted to present value. The cost approach presumes that an investor would pay no more
for an asset than its replacement or reproduction cost. The market approach estimates value based on what other participants in the market have paid for reasonably similar assets. Although each
valuation approach is considered in

28

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valuing
the assets acquired, the approach ultimately selected is based on the characteristics of the asset and the availability of information.

We
evaluate our goodwill annually for impairment or more frequently if indicators of potential impairment exist. The determination of whether or not goodwill has become impaired involves a significant
level of judgment in the assumptions underlying the approach used to determine the value of our reporting units. Changes in our strategy and/or market conditions could significantly impact these
judgments and require reductions to recorded amounts of intangible assets.

Long-lived assets.We review long-lived assets, other than goodwill, for impairment whenever events or changes in circumstances indicate
that the related carrying amounts may not be recoverable. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which cash flows
are directly related to the potentially impaired asset, the useful
life over which cash flows will occur, their amount and the asset's residual value, if any. In turn, measurement of an impairment loss requires a determination of fair value, which is based on the
best information available. We use internal discounted cash flows estimates, quoted market prices when available and independent appraisals, as appropriate, to determine fair value. We derive the
required cash flow estimates from our historical experience and our internal business plans and apply an appropriate discount rate.

Income Taxes

We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. While we have considered projected future taxable
income and ongoing tax planning strategies in assessing the need for the valuation allowance, in the event we were to determine that it would be able to realize a net deferred tax asset in the future,
in excess of the net recorded amount, an adjustment to the deferred tax asset would increase earnings in the period such determination was made. Likewise, should we determine that we would not be able
to realize all or part of our net deferred tax asset in the future, an adjustment to the deferred tax asset would decrease earnings in the period such determination was made. Our future effective tax
rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates, changes in the valuation of our deferred tax assets or liabilities, or
changes in tax laws or interpretations thereof. In addition, our filed tax returns are subject to the examination by the Internal Revenue Service and other tax authorities. We regularly assess the
likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.

In
connection with the restatement of our consolidated financial statements due to stock option adjustments, we recorded deferred tax benefits on the non-cash stock based compensation expense ratably
over the option vesting periods for grants to individuals who were employed in tax jurisdictions where a tax deduction is available. Under required accounting standards, we do not record anticipated
loss of tax benefits due to market declines in the value of the Company's common stock.

Section 162(m)
of the Internal Revenue Code provides important limitations which affect the ultimate realization of tax benefits on non-cash stock based compensation expense for U.S. based
executives. In accordance with Section 162(m), non-performance based compensation in excess of $1 million paid to the Chief Executive Officer and the 4 other listed officers, whose salary is
disclosed in the annual proxy for the year in which the salary, is paid is not deductible. In order for the limitation to apply the executive must still be employed at the end of the year in which the
payment occurs.

Section 162(m)
provides that stock options that are in-the money at the time of grant do not qualify as performance based compensation and are potentially subject to the $1 million
salary deduction limitation in the year in which the executive exercises the option. The executive's status as a listed officer in the year of exercise, the amount of total non-performance based
compensation received, and whether the executive is still employed at the end of the year of exercise determines whether the limitation applies.

29

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In recording deferred tax assets, we do not anticipate whether recorded tax benefits could be subject to Section 162(m) limitations. In the restated consolidated financial statements we
recorded deferred tax assets ratably as the non-cash stock based compensation expense is recognized in the statement of operations, and in accordance with the applicable vesting period.

To
the extent actual events are inconsistent with the initial assumption and tax benefits are not ultimately realized, we reverse the recorded tax benefits in the year in which such events occur. When
options are cancelled or expire unexercised, recorded tax benefits are reversed to additional paid in capital to the extent of previous credits to additional paid in capital for excess tax benefits,
and then to the income tax provision. If a Section 162(m) limitation is determined to apply, the disallowance of tax benefits is reflected by reducing previously recorded tax benefits in the
year of exercise by reversing the recorded deferred tax asset to the income tax provision on the statement of operations. Future year's financial results may be impacted due to events inconsistent
with the underlying assumptions.

Stock Based Compensation

We account for stock based compensation in accordance with Accounting Principles Board ("APB") Opinion No. 25,Accounting for Stock Issued to
Employees("APB 25"). Under APB 25, generally, no compensation expense is recognized in connection with the awarding of stock option grants to employees provided
that, as of the grant date, all terms associated with the award are fixed and the quoted market price of the stock is equal to or less than the amount an employee must pay to acquire the stock as
defined. For fixed awards, compensation expense is measured as the excess, if any, of the quoted market price of our common stock at the date of grant over the exercise price of the option granted.
Compensation expense for fixed awards is recognized ratably over the vesting period on a straight-line basis.

As
a result of the review of the Special Committee, it was determined that the exercise price of a substantial number of stock option grants during the periods between 1997 through March 31, 2003
differed from the fair market value of the underlying shares on the recorded measurement date. In a significant number of instances, the stock price on the assigned date (the date as of which the UWC
was executed) was lower, sometimes substantially lower, than the price on the date the award may be deemed to have actually been determined. The Company believes that this practice was done
intentionally, by persons formerly in positions of responsibility at the Company for the purpose of issuing options at a higher intrinsic value than would have otherwise been the case. As a result, we
have recorded a pre-tax non-cash cumulative charge of $339.6 million ($271.9 million on an after-tax basis) in our consolidated financial statements through December 31, 2005 to reflect
additional stock based compensation costs.

Restatement Methodology

Historically, we have generally accounted for stock option grants as if the options were granted at an exercise price no less than fair market value as indicated by the closing
price of a share of our common stock trading on the NASDAQ National Market on either the "as of" date reflected on the relevant UWC of the Compensation Committee of the Board of Directors or the date
of minutes of an actual Compensation Committee meeting ("Minutes"). A majority of stock options granted during the period under review were granted pursuant to UWC's. The UWC's, by their terms,
typically referred to an attached Schedule A listing the specific names of the grantees and the number of shares subject to each option. The UWC's that have been located by the Company, however,
either have no Schedule A annexed to them, or where one is attached, it frequently does not match our electronic stock option database.

We
have therefore concluded that neither the "as of" dates referenced on Compensation Committee UWC's nor the dates of Minutes can be relied on as proper option grant measurement dates. We have been
unable to ascertain with any degree of certainty when, if ever, UWC's or Minutes with full, complete and final Schedule A's were reviewed and approved by the Compensation Committee.

30

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In
light thereof, we have concluded that the most appropriate and accurate source of data to determine option grant measurement dates is the electronic record of option grant information in its
electronic stock option database program known as Transcentive, which went into use in late 1998. The entry into Transcentive of the specific grantee information as to each stock option grant
constituted an acknowledgement by the Company to the grantee of the grantee's legal entitlement to the grant and, in the absence of authoritative information as to when grants were actually approved
by the Company provides an appropriate measurement date framework based on entitlement. For option grants made subsequent to the implementation of Transcentive, we have calculated the restated
intrinsic value using a grant measurement date based on when the option data was entered into the database program (the "Creation Date"). For options granted prior to the implementation of
Transcentive, the new measurement date was determined by applying the average lag time between the "as of" date and the Creation Date for options granted subsequent to the implementation of
Transcentive to the original option grant date in order to approximate a reliable measurement date. The average lag period between the date as of which UWC's were executed and the date that options
purportedly granted by such consents were inputted into our Transcentive system was ninety-seven days. For grants prior to December 1998, we have therefore used measurement dates equating to
ninety-seven days following the date as of which the UWC relating to such options were executed.

The
calculation of the non-cash stock based compensation charge resulting from the Special Committee's investigation required significant estimation and assumption. The estimates we used in deriving
the amounts in our consolidated financial statements were based on historical trends and internal information. A significant amount of judgment was required in examining each separate option grant and
also in determining the new measurement dates applied to each grant in our calculation. For instance, the Creation Date methodology utilized to calculate the non-cash stock based compensation charge
has caused certain groups of options which were originally granted on a single date to be re-measured across a number of distinct and different dates. In addition, the historic volatility in our stock
price had potentially significant influence on the results of our calculation of the non-cash stock based compensation charge. For example, a $1 movement in the new measurement date price of each
option award would result in a difference of approximately $26.6 million in the cumulative charge we have reported. Due to the volatility of the Company's common stock, the use of another measurement
date could have resulted in a substantially higher or lower compensation expense. This in turn would have caused net income or loss to be different than amounts reported in the restated consolidated
financial statements.

31

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Results of Operations

Consolidated operating results as a percent of revenue for the three and six months ended June 30, 2006 and 2005 is as follows:

|                                                                          |  | Three Months Ended
June 30, |    | Six Months Ended
June 30, |   
|------------------------------------------------------------------------- |  | --------------------------- | -- | ------------------------- | --
|
|
|Revenue                                                                   |  | 100.0                       | %  | 100.0                     | % 
|                                                                          |  |                             |    |                           |   
|Salaries and related                                                      |  | 37.8                        | %  | 42.9                      | % 
|Office and general                                                        |  | 16.2                        | %  | 18.9                      | % 
|Marketing and promotion                                                   |  | 24.8                        | %  | 21.7                      | % 
|                                                                          |  |                             |    |                           |   
|Total operating expenses                                                  |  | 78.9                        | %  | 83.5                      | % 
|                                                                          |  |                             |    |                           |   
|Operating income                                                          |  | 21.1                        | %  | 16.5                      | % 
|Interest and other, net                                                   |  | 1.4                         | %  | 0.4                       | % 
|                                                                          |  |                             |    |                           |   
|Income from continuing operations before income taxes and equity interest |  | 22.5                        | %  | 16.9                      | % 
|Income taxes                                                              |  | 7.9                         | %  | 6.0                       | % 
|Losses in equity interest                                                 |  | (0.8                        | )% | (0.2                      | )%
|                                                                          |  |                             |    |                           |   
|Income from continuing operations                                         |  | 13.8                        | %  | 10.7                      | % 
|Income (loss) from discontinued operations, net of tax                    |  | (0.4                        | )% | (2.4                      | )%
|                                                                          |  |                             |    |                           |   
|Net income                                                                |  | 13.4                        | %  | 8.3                       | % 
|                                                                          |  |                             |    |                           |   

The Three Months Ended June 30, 2006 Compared to the Three Months Ended June 30, 2005

Monster Careers  North America

The operating results of our Monster Careers  North America division for the three months ended June 30, 2006 and 2005 are as follows:

|(dollars in thousands)              |  | 2006 |         | % of
Revenue |        | 2005 |   | % of
Revenue |  | Increase |  | %
Increase
|----------------------------------- |  | ---- | ------- | ------------ | ------ | ---- | - | ------------ |  | -------- |  | ----------
|Revenue                             |  | $    | 162,816 |              | 100.0% |      | $ | 126,152      |  | 100.0%   |  | $         
|                                    |  |      |         |              |        |      |   |              |  |          |  |           
|Selling, general and administrative |  |      | 101,282 |              | 62.2%  |      |   | 80,481       |  | 63.8%    |  |           
|Depreciation and amortization*      |  |      | 5,495   |              | 3.4%   |      |   | 3,937        |  | 3.1%     |  |           
|                                    |  |      |         |              |        |      |   |              |  |          |  |           
|Operating income                    |  | $    | 56,039  |              | 34.4%  |      | $ | 41,734       |  | 33.1%    |  | $         
|                                    |  |      |         |              |        |      |   |              |  |          |  |           

Our Monster Careers  North America segment benefited from the continued improvement in the domestic labor market, continued migration to online
employment advertising and our ongoing sales force expansion. Our business experienced continued demand for access to Monster's resume database in the second quarter of 2006, suggesting an environment
where employers are placing increasing emphasis and resources on finding qualified candidates as a result of tighter labor markets. We were able to penetrate further into the enterprise market, which
largely consists of businesses that employ 2,000 or more people, and also posted solid growth in our staffing channel. In addition, we continue to successfully execute on our eCommerce model, which
now accounts for approximately 20% of our North American revenue, allowing our clients to self-serve their job-posting needs. Our eCommerce service generated over 17,500 new customers in the second
quarter of 2006 and delivered more than 38% revenue growth compared to the prior year period. The investments we made in the eCommerce model continue to drive strong revenue

32

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growth
among the SMB market (small to medium sized businesses), while generating high margin returns despite the smaller average order size. We believe that our growth in North America will largely
come from making competitive gains at the regional and local market level and we, therefore, continue to monitor our pricing structure in the local and regional markets in order to achieve a
competitive advantage and continually improve our customer service.

Our
Monster Careers  North America segment generated an operating margin of 34.4% while making incremental investments in customer service, product, marketing and sales. Our marketing
resources, which are 36.0% of our operating expenses, are diversely allocated to online media, radio, television and traditional print advertising. Marketing and promotional spending increased 25.0%
over the 2005 period as we targeted both the job seeker and employer. We have made opportunistic investments in driving quality seeker traffic to our website and as a result, the number of resumes in
our database increased approximately 25% compared to the prior period. Growing user engagement is a top operating priority for Monster, and in the second quarter of 2006, we increased the number of My
Monster accounts, which are unique to each specific job seeker, by 20.0% over the prior year period. We added 107 sales and support staff during the second quarter of 2006, primarily in our new sales
center in Tempe, Arizona, which we believe presents us with a unique opportunity to leverage a lower cost structure in a key regional market, while at the same time adding to our sales infrastructure.

Monster Careers  International

The operating results of our Monster Careers  International division for the three months ended June 30, 2006 and 2005 are as follows:

|(dollars in thousands)              |  | 2006 |        | % of
Revenue |        | 2005 |   | % of
Revenue |   | %
Increase |  | Increase
|----------------------------------- |  | ---- | ------ | ------------ | ------ | ---- | - | ------------ | - | ---------- |  | --------
|Revenue                             |  | $    | 74,374 |              | 100.0% |      | $ | 45,880       |   | 100.0%     |  | $       
|                                    |  |      |        |              |        |      |   |              |   |            |  |         
|Selling, general and administrative |  |      | 67,253 |              | 90.4%  |      |   | 46,406       |   | 101.1%     |  |         
|Depreciation and amortization*      |  |      | 4,930  |              | 6.6%   |      |   | 2,382        |   | 5.2%       |  |         
|                                    |  |      |        |              |        |      |   |              |   |            |  |         
|Operating income (loss)             |  | $    | 2,191  |              | 2.9%   |      | $ | (2,908       | ) | -6.3%      |  | $       
|                                    |  |      |        |              |        |      |   |              |   |            |  |         

Our
Monster Careers  International segment increased revenue in each country where we operate and now comprises 25.1% of our total revenue. Our considerable time and capital investments
in the major countries across Continental Europe and Asia are paying off, evidenced by the segment's 50.0% organic revenue growth, which excludes the negative effect of currency exchange rates and the
operations of businesses acquired within the trailing twelve month period. As in North America, we are seeing a rapid migration of help wanted advertising online. The Netherlands and Germany
contributed revenue gains in excess of 70% on a combined basis, while the rest of Europe contributed revenue growth in excess of 35%. We are actively marketing and promoting our eCommerce model
throughout Continental Europe and early indicators suggest that it is becoming a strong complement to our field and telesales groups. Our fourth quarter 2005 acquisition of JobKorea, which is largely
an eCommerce business, has established our presence in one of Asia's largest emerging markets where a large portion of the population is online. As a result, our revenue from the Asia/Pacific region
is growing and is now 14.9% of our International Careers revenue.

We
have been aggressively increasing our investments overseas through a refined mix of marketing, sales and product enhancements. Marketing expenses increased at a faster pace than our revenue growth
rate and more than doubled compared to the 2005 period. Our investments in marketing are increasing our brand awareness, driving job seeker traffic to our websites and expanding our reach, both to the
job seeker and to the employer. Those investments, combined with the addition of 107 sales and support staff during the second quarter of 2006, have helped us achieve a significant portion of our
overall revenue growth and

33

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help
us gain market share in key European countries. Our management team is committed to growing the business overseas, while still mindful of profitability and the cost structure. In the second
quarter of 2006, the division increased total expenses by 48.0%, while delivering an operating margin of 2.9%. Our objective to transition Monster Careers  International into a scalable
operation, similar to that of our North American business, is taking hold and we believe that our investments in marketing, training and productivity will enable us to continue the migration of the
European and Asian markets online.

Internet Advertising & Fees

The operating results of our Internet Advertising and Fees segment for the three months ended June 30, 2006 and 2005 are as follows:

|(dollars in thousands)              |  | 2006 |        | % of
Revenue |        | 2005 |   | % of
Revenue |  | Increase |  | %
Increase
|----------------------------------- |  | ---- | ------ | ------------ | ------ | ---- | - | ------------ |  | -------- |  | ----------
|Revenue                             |  | $    | 37,979 |              | 100.0% |      | $ | 26,059       |  | 100.0%   |  | $         
|                                    |  |      |        |              |        |      |   |              |  |          |  |           
|Selling, general and administrative |  |      | 23,716 |              | 62.4%  |      |   | 16,780       |  | 64.4%    |  |           
|Depreciation and amortization*      |  |      | 1,626  |              | 4.3%   |      |   | 1,106        |  | 4.2%     |  |           
|                                    |  |      |        |              |        |      |   |              |  |          |  |           
|Operating income                    |  | $    | 12,637 |              | 33.3%  |      | $ | 8,173        |  | 31.4%    |  | $         
|                                    |  |      |        |              |        |      |   |              |  |          |  |           

Revenue
at our Internet Advertising and Fees segment increased 45.7% primarily due to greater demand for online advertising in the second quarter of 2006 as companies targeted users across our network
of websites, which consistently rank in the top 20 most visited properties on the Internet. We were able to generate higher quality leads for our advertisers, thereby allowing us to charge higher
rates per lead. We also generated a greater overall volume of leads when compared to the prior period. We believe that online advertising represents a significant growth opportunity for us, as our
audience is appealing to both brand and remnant advertisers. Our second quarter acquisition of Education.org contributed $1.2 million to our revenue in the 2006 period.

Although
the segment increased total expenses 41.7%, operating margins improved to 33.3% in the 2006 period as compared to 31.4% in the prior year. As of June 30, 2006, we had 105 sales and support
staff in various locations across the United States, up 84.2% compared to the 2005 period. Our marketing costs increased 63.5% over the 2005 period as we made enhancements to our product and promoted
our services to our diverse audience. We plan to expand our advertising sales force across the United States and introduce the Internet advertising model overseas in the latter half of 2006.

Advertising & Communications

The operating results of our Advertising & Communications division for the three months ended June 30, 2006 and 2005 are as follows:

|(dollars in thousands)              |  | 2006 |        | % of
Revenue |        | 2005 |   | % of
Revenue |  | Increase
(decrease) |  | %
Increase
(decrease)
|----------------------------------- |  | ---- | ------ | ------------ | ------ | ---- | - | ------------ |  | ------------------- |  | ---------------------
|Revenue                             |  | $    | 20,631 |              | 100.0% |      | $ | 18,932       |  | 100.0%              |  | $                    
|                                    |  |      |        |              |        |      |   |              |  |                     |  |                      
|Selling, general and administrative |  |      | 16,866 |              | 81.8%  |      |   | 16,929       |  | 89.4%               |  |                      
|Depreciation and amortization*      |  |      | 1,279  |              | 6.2%   |      |   | 997          |  | 5.3%                |  |                      
|                                    |  |      |        |              |        |      |   |              |  |                     |  |                      
|Operating income                    |  | $    | 2,486  |              | 12.0%  |      | $ | 1,006        |  | 5.3%                |  | $                    
|                                    |  |      |        |              |        |      |   |              |  |                     |  |                      

34

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Revenue at our Advertising & Communications division increased 9.0% over the 2005 period, primarily due to stronger demand for our interactive products and services and a stronger overall labor
market. The print market continues to be challenged by the migration of help-wanted advertising online, and we are monitoring the business to serve our clients in each market. The division represents
7.0% of our total revenue and only operates in the United States and Canada.

The
segment posted operating income for the second quarter of 2006, as a result of a concerted effort to maintain a disciplined cost structure. A coordinated shift in emphasis toward higher margin
products and interactive offerings, coupled with tight expense management has aided our profitability in the second quarter of 2006. We will continually monitor our cost structure to ensure that
expenses are in line with revenue. In August 2006, we disposed of our remaining Advertising & Communications business in North America.

Consolidated Operating Expenses and Operating Income

Consolidated operating expenses and operating income for the three months ended June 30, 2006 and 2005 are as follows:

|(dollars in thousands)  |  | 2006 |         | % of
Revenue |      | 2005 |   | % of
Revenue |  | Increase |   | %
Increase |       
|----------------------- |  | ---- | ------- | ------------ | ---- | ---- | - | ------------ |  | -------- | - | ---------- | ------
|
|Salaries and related    |  | $    | 111,925 |              | 37.8 | %    | $ | 93,099       |  | 42.9     | % | $          | 18,826
|Office and general      |  |      | 47,969  |              | 16.2 | %    |   | 40,996       |  | 18.9     | % |            | 6,973 
|Marketing and promotion |  |      | 73,404  |              | 24.8 | %    |   | 47,175       |  | 21.7     | % |            | 26,229
|                        |  |      |         |              |      |      |   |              |  |          |   |            |       
|Operating expenses      |  |      | 233,298 |              | 78.9 | %    |   | 181,270      |  | 83.5     | % |            | 52,028
|                        |  |      |         |              |      |      |   |              |  |          |   |            |       
|Operating income        |  | $    | 62,502  |              | 21.1 | %    | $ | 35,753       |  | 16.5     | % | $          | 26,749
|                        |  |      |         |              |      |      |   |              |  |          |   |            |       

Our Monster Careers  North America and International segments accounted for primarily the entire year over year increase in total operating
expenses, stemming mainly from hiring initiatives since June 2005 and increased marketing and promotion of the Monster brand. We increased global headcount by 27.1% over the 2005 period,
primarily for increased sales and support staff in our Monster Careers segments. As a result we incurred higher salary, benefits and commission costs. Included in the 2005 period is
$2.1 million of non-cash stock based compensation costs associated with our historical stock option grant practices and related accounting. No such amounts were recorded in the 2006 period, as
we accelerated all unvested outstanding options as of December 31, 2005 to mitigate compensation expense we would have had to record upon the effectiveness of SFAS 123R. In the second
quarter of 2006, we recorded $3.5 million of compensation expense related to our equity compensation plans, primarily our 2006 RSU Plan. Marketing increased $26.2 million over the prior year period as
a result of allocating greater resources to expanding our brand recognition and strengthening our reach in our International Careers segment. We also stepped up our marketing efforts in the North
America to drive further penetration into local markets. We will continue to market our services heavily throughout Europe and Asia while keeping our marketing and promotion expenses in line with our
revenue expectations. Our acquisitions of JobKorea and Education.org contributed approximately $6.1 million to the increase in total operating expenses for the quarter.

35

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Income Taxes

Income taxes for the three months ended June 30, 2006 and 2005 are as follows:

|                                                      |  |   |        |   |   | Change |  
|----------------------------------------------------- |  | - | ------ | - | - | ------ | -
|
|
|
|Income from continuing operations before income taxes |  | $ | 66,646 |   | $ | 36,677 |  
|Income taxes                                          |  |   | 23,418 |   |   | 13,041 |  
|Effective tax rate                                    |  |   | 35.1   | % |   | 35.6   | %

Our effective tax rates differ from the statutory rate due to the impact of state and local income taxes, certain nondeductible expenses, foreign earnings taxed
at different tax rates and valuation allowances. Included in income tax expense in the 2005 period is $0.6 million of income tax benefits relating to the stock option findings of the Special
Committee. Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates, changes in the valuation of our
deferred tax assets or liabilities, or changes in tax laws or interpretations thereof. In addition, our filed tax returns are subject to the examination by the Internal Revenue Service and other tax
authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.

Earnings Per Share

Diluted earnings per share increased 100% in the second quarter of 2006 compared to the 2005 period, even as diluted weighted average shares outstanding increased
8.8 million shares. The share increase is mainly the result of incremental dilution associated with a higher average stock price in the 2006 period, as well as additional shares issued in
connection with employee stock option exercises. We repurchased 614,584 shares in the second quarter of 2006 to offset additional dilution. The net impact of the stock option adjustments we recorded
in the second quarter of 2005 resulted in a decline of $0.01 to our 2005 earnings per share. Net income was 13.4% of total revenue in the 2006 period, compared to 8.3% in the 2005 period.

The Six Months Ended June 30, 2006 Compared to the Six Months Ended June 30, 2005

Monster Careers  North America

The operating results of our Monster Careers  North America division for the six months ended June 30, 2006 and 2005 are as follows:

Monster Careers  North America

|(dollars in thousands)              |  | 2006 |         | % of
Revenue |        | 2005 |   | % of
Revenue |  | Increase |  | %
Increase
|----------------------------------- |  | ---- | ------- | ------------ | ------ | ---- | - | ------------ |  | -------- |  | ----------
|Revenue                             |  | $    | 322,814 |              | 100.0% |      | $ | 249,708      |  | 100.0%   |  | $         
|                                    |  |      |         |              |        |      |   |              |  |          |  |           
|Selling, general and administrative |  |      | 202,222 |              | 62.6%  |      |   | 162,174      |  | 64.9%    |  |           
|Depreciation and amortization*      |  |      | 9,353   |              | 2.9%   |      |   | 7,800        |  | 3.1%     |  |           
|                                    |  |      |         |              |        |      |   |              |  |          |  |           
|Operating income                    |  | $    | 111,239 |              | 34.5%  |      | $ | 79,734       |  | 31.9%    |  | $         
|                                    |  |      |         |              |        |      |   |              |  |          |  |           

Our Monster Careers  North America segment benefited significantly from an improved domestic labor market, continued migration to online employment
advertising and our ongoing sales force expansion. The division grew revenue 29.3% as we posted strong growth in our enterprise, staffing and eCommerce

36

---



channels.
We continue to successfully execute on our eCommerce model, allowing our clients to self-serve their job-posting needs. Our eCommerce service generated over 32,000 new customers during the
first six months of the year and now accounts for approximately 20% of the division's revenue. The investments we made in the eCommerce model continue to drive strong revenue growth among the SMB
market (small to medium sized businesses), while generating high margin returns despite the smaller average order size. We saw a particularly strong demand for access to our Monster's resume database
in the first half of 2006, suggesting an environment where employers are placing increasing emphasis and resources on finding qualified candidates as a result of tighter labor markets. We believe that
our growth in North America will largely come from making competitive gains at the regional and local market level and we, therefore, continue to monitor our pricing structure in the local and
regional markets in order to achieve a competitive advantage and continually improve our customer service.

Our
Monster Careers  North America segment generated an operating margin of 34.5% while making incremental investments in marketing and sales. Our marketing resources are diversely
allocated to online media, radio, television and traditional print advertising. We have made opportunistic investments in driving quality seeker traffic to our website and accordingly, the number of
resumes in our database increased approximately 25% compared to the prior period. Our investments in local and national marketing campaigns have expanded our reach and strengthened user engagement for
our services. We added 186 sales and support staff during the first half of 2006. We believe that our new sales center in Tempe, Arizona presents us with a unique opportunity to leverage a lower cost
structure in a key regional market, while at the same time adding to our sales infrastructure.

Monster Careers  International

The operating results of our Monster Careers  International division for the six months ended June 30, 2006 and 2005 are as follows:

|(dollars in thousands)              |  | 2006 |         | % of
Revenue |        | 2005 |   | % of
Revenue |   | Increase |  | %
Increase
|----------------------------------- |  | ---- | ------- | ------------ | ------ | ---- | - | ------------ | - | -------- |  | ----------
|Revenue                             |  | $    | 138,965 |              | 100.0% |      | $ | 87,097       |   | 100.0%   |  | $         
|                                    |  |      |         |              |        |      |   |              |   |          |  |           
|Selling, general and administrative |  |      | 126,900 |              | 91.3%  |      |   | 86,899       |   | 99.8%    |  |           
|Depreciation and amortization*      |  |      | 8,764   |              | 6.3%   |      |   | 4,851        |   | 5.6%     |  |           
|                                    |  |      |         |              |        |      |   |              |   |          |  |           
|Operating income (loss)             |  | $    | 3,301   |              | 2.4%   |      | $ | (4,653       | ) | (5.3)%   |  | $         
|                                    |  |      |         |              |        |      |   |              |   |          |  |           

Our Monster Careers  International segment increased revenue in each country where we operate and now comprises 24.3% of our total revenue. Our
considerable investments in marketing and sales staff in the major countries across Continental Europe and Asia are paying off, evidenced by the segment's organic revenue growth rate, improved
efficiencies and secular growth. We continue to see a rapid migration of help wanted advertising online. Our three largest international markets, the United Kingdom, Germany and France, contributed
approximately 54% of total International revenue. We are actively marketing and promoting our eCommerce model throughout Continental Europe and early indicators suggest that it is becoming a strong
complement to our field and telesales groups. Our fourth quarter 2005 acquisition of JobKorea, which is largely an eCommerce business, has established our presence in one of Asia's largest emerging
markets where a large portion of the population is online. As a result, our revenue from the Asia/Pacific region is growing and is now 15.1% of our International Careers revenue.

We
have been aggressively increasing our investments overseas through a refined mix of marketing, sales and product enhancements. Our marketing expense more than doubled compared to the 2005 period as
our investments in marketing are increasing our brand awareness, driving job seeker traffic to our websites and expanding our reach, both to the job seeker and to the employer. Those investments,
combined with the addition of 260 sales and support staff during the first half of 2006, have helped us achieve a significant

37

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portion
of our overall revenue growth and help us gain market share in key European countries. Our management team is committed to growing the business overseas, while still mindful of profitability
and the cost structure. In the first six months of 2006, the division increased total expenses by 47.9%, while still delivering an operating margin of 2.4%. Our objective to transition Monster
Careers  International into a scalable operation, similar to that of our North American business, is taking hold and we believe that our investments in marketing, training and
productivity will enable us to continue the migration of the European and Asian markets online.

Internet Advertising & Fees

The operating results of our Internet Advertising and Fees segment for the six months ended June 30, 2006 and 2005 are as follows:

|(dollars in thousands)              |  | 2006 |        | % of
Revenue |        | 2005 |   | % of
Revenue |  | Increase |  | %
Increase
|----------------------------------- |  | ---- | ------ | ------------ | ------ | ---- | - | ------------ |  | -------- |  | ----------
|Revenue                             |  | $    | 70,426 |              | 100.0% |      | $ | 50,820       |  | 100.0%   |  | $         
|                                    |  |      |        |              |        |      |   |              |  |          |  |           
|Selling, general and administrative |  |      | 44,478 |              | 63.2%  |      |   | 33,170       |  | 65.3%    |  |           
|Depreciation and amortization*      |  |      | 3,703  |              | 5.3%   |      |   | 2,225        |  | 4.4%     |  |           
|                                    |  |      |        |              |        |      |   |              |  |          |  |           
|Operating income                    |  | $    | 22,245 |              | 31.6%  |      | $ | 15,425       |  | 30.4%    |  | $         
|                                    |  |      |        |              |        |      |   |              |  |          |  |           

Revenue at our Internet Advertising and Fees segment continues to increase as we stepped up our focus, introduced a fully dedicated management team in 2006 and
experienced greater demand for online advertising in 2006 as companies targeted users across our network of websites, which consistently rank in the top 20 most visited properties on the Internet. We
believe that online advertising represents a significant growth opportunity for us, as our audience is appealing to both brand and remnant advertisers. In general, we believe our revenue growth rate
of 38.6% in the 2006 period compares very favorably to the overall growth of internet advertising. Our subscription and fee based revenue, which provides access to our premium services, continues to
generate revenue, primarily through memberships, which range from one month to twelve months. During the six months ended June 30, 2006, we aligned our sales force to cross-sell across our
network of unique properties to our clients. We believe this will enable us to get greater exposure to different advertisers and alert our clients to our diverse audience.

The
segment posted an operating margin of 31.6% in the first half of 2006, slightly above the 2005 level. We plan to expand our advertising sales force across the United States and introduce the
Internet advertising model overseas in the latter half of 2006. We have added 48 sales and support staff in various locations across the United States versus the prior year period.

Advertising & Communications

The operating results of our Advertising & Communications division for the six months ended June 30, 2006 and 2005 are as follows:

|(dollars in thousands)              |  | 2006 |        | % of
Revenue |        | 2005 |   | % of
Revenue |  | Increase |  | %
Increase
|----------------------------------- |  | ---- | ------ | ------------ | ------ | ---- | - | ------------ |  | -------- |  | ----------
|Revenue                             |  | $    | 40,548 |              | 100.0% |      | $ | 38,694       |  | 100.0%   |  | $         
|                                    |  |      |        |              |        |      |   |              |  |          |  |           
|Selling, general and administrative |  |      | 34,054 |              | 84.0%  |      |   | 33,252       |  | 85.9%    |  |           
|Depreciation and amortization*      |  |      | 2,310  |              | 5.7%   |      |   | 1,956        |  | 5.1%     |  |           
|                                    |  |      |        |              |        |      |   |              |  |          |  |           
|Operating income                    |  | $    | 4,184  |              | 10.3%  |      | $ | 3,486        |  | 9.0%     |  | $         
|                                    |  |      |        |              |        |      |   |              |  |          |  |           

38

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Revenue at our Advertising & Communications division increased 4.8% primarily due to an increased demand for our interactive products and offerings. We
believe that the current trends in the print advertising market in North America are challenging and we continue to see help-wanted advertising migrating online. The demand for print advertising
continued to trend downward in 2006 and we have adjusted our business to reflect the services that clients require. The division represents 7.1% of our total revenue and only operates in the United
States and Canada.

The
segment posted an improved operating profit in the first half of 2006, as a result of a concerted effort to maintain a disciplined cost structure and manage expenses to expected revenue levels. We
believe that a coordinated shift in emphasis toward higher margin products and interactive offerings, coupled with tight expense management has aided our profitability in the 2006 period. We will
continually monitor our cost structure to ensure that expenses are in line with revenue. In August 2006, we disposed of our remaining Advertising & Communications business in North
America.

Consolidated Operating Expenses and Operating Income

Consolidated operating expenses and operating income for the six months ended June 30, 2006 and 2005 are as follows:

|(dollars in thousands)  |  | 2006 |         | % of
Revenue |      | 2005 |   | % of
Revenue |  | Increase |   | %
Increase |       
|----------------------- |  | ---- | ------- | ------------ | ---- | ---- | - | ------------ |  | -------- | - | ---------- | ------
|
|Salaries and related    |  | $    | 216,003 |              | 37.7 | %    | $ | 180,134      |  | 42.3     | % | $          | 35,869
|Office and general      |  |      | 98,925  |              | 17.3 | %    |   | 82,191       |  | 19.3     | % |            | 16,734
|Marketing and promotion |  |      | 139,375 |              | 24.3 | %    |   | 95,262       |  | 22.3     | % |            | 44,113
|                        |  |      |         |              |      |      |   |              |  |          |   |            |       
|Operating expenses      |  |      | 454,303 |              | 79.3 | %    |   | 357,587      |  | 83.9     | % |            | 96,716
|                        |  |      |         |              |      |      |   |              |  |          |   |            |       
|Operating income        |  | $    | 118,450 |              | 20.7 | %    | $ | 68,732       |  | 16.1     | % | $          | 49,718
|                        |  |      |         |              |      |      |   |              |  |          |   |            |       

Operating expenses grew 27.0% in the first half of 2006 compared to the prior year period, mainly as a result of investments in marketing, sales and product
enhancements. Our Monster franchise accounted for nearly all of the year over year increase in total operating expenses, stemming mainly from hiring initiatives since June 2005 and increased
marketing and promotion of the Monster brand. We increased global headcount by 27.1% over the 2005 period, primarily for increased sales and support staff in our Monster Careers segments. As a result
we incurred higher salary, benefits and commission costs. Included in the 2005 period is $4.9 million of non-cash stock based compensation costs associated with our historical stock option
grant practices and related accounting. No such amounts were recorded in the 2006 period, as we accelerated all unvested outstanding options as of December 31, 2005 to mitigate compensation
expense we would have had to record upon the effectiveness of SFAS 123R. In the first half of 2006, we recorded $5.6 million of compensation expense related to our equity compensation
plans, primarily our 2006 RSU Plan. Marketing increased 46.3% as we allocated greater resources to key countries overseas to expand our brand recognition. We also stepped up our marketing efforts in
the North America to drive further penetration into the local markets. We will continue to market our services heavily throughout Europe and Asia while keeping our marketing and promotion expenses in
line with our revenue expectations. Our acquisition of JobKorea and Education.org contributed approximately $9.7 million to total operating expenses in the first half of the year.

39

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Income Taxes

Income taxes for the six months ended June 30, 2006 and 2005 are as follows:

|                                                      |  |   |         |  |   | Change
|----------------------------------------------------- |  | - | ------- |  | - | ------
|
|
|
|Income from continuing operations before income taxes |  | $ | 125,974 |  | $ | 69,465
|Income taxes                                          |  |   | 45,100  |  |   | 24,952
|Effective tax rate                                    |  |   | 35.8%   |  |   | 35.9% 

Our effective tax rates differ from the statutory rate due to the impact of state and local income taxes, certain nondeductible expenses, foreign earnings taxed
at different tax rates and valuation allowances. Included in income tax expense in the 2005 period is $1.3 million of income tax benefits relating to the stock option findings of the Special
Committee. Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates,
changes in the valuation of our deferred tax assets or liabilities, or changes in tax laws or interpretations thereof. In addition, our filed tax returns are subject to the examination by the Internal
Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.

Earnings Per Share

Diluted earnings per share increased 113.8% in the current six month period compared to the 2005 period, even as diluted weighted average shares outstanding increased
8.1 million shares. The share increase is mainly the result of incremental dilution associated with a higher average stock price in the year to date 2006 period, as well as additional shares
issued in connection with employee stock option exercises. We repurchased 794,584 shares in the first half of 2006 to offset additional dilution. The net impact of sthe stock option adjustments we
recorded in the six months of 2005 resulted in a decline of $0.03 to our earnings per share. Net income was 14.3% of total revenue in the 2006 period, compared to 8.4% in the 2005 period.

Financial Condition

The following table details our cash and cash equivalents, marketable securities and cash flow components:

|                                                    |  |   |         |  |   | Change  | 
|--------------------------------------------------- |  | - | ------- |  | - | ------- | 
|
|
|Cash and cash equivalents                           |  | $ | 47,059  |  | $ | 196,597 | 
|Marketable securities                               |  |   | 422,972 |  |   | 123,747 | 
|                                                    |  |   |         |  |   |         | 
|Cash and cash equivalents and marketable securities |  | $ | 470,031 |  | $ | 320,344 | 
|                                                    |  |   |         |  |   |         | 
|Percentage of total assets                          |  |   | 25.2%   |  |   | 19.1%   | 
|                                                    |  |   |         |  |   |         | 

|                                                               |  |   |          |   |   | Change  |  
|-------------------------------------------------------------- |  | - | -------- | - | - | ------- | -
|
|
|Cash provided by operating activities of continuing operations |  | $ | 152,704  |   | $ | 112,242 |  
|Cash used for investing activities of continuing operations    |  |   | (365,253 | ) |   | (62,453 | )
|Cash provided by financing activities of continuing operations |  |   | 70,666   |   |   | 11,153  |  
|Cash used in discontinued operations                           |  |   | (9,369   | ) |   | (19,764 | )
|Effect of exchange rates on cash                               |  |   | 1,714    |   |   | (3,471  | )

40

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Our principal capital requirements have been to fund (i) working capital, (ii) marketing and development of our Monster network, (iii) acquisitions and (iv) capital
expenditures. Prior to the sale of our Directional Marketing segment in the second quarter of 2005, our working capital requirements were generally higher in the first half of each year, when payments
to major Yellow Page directory publishers were at their highest levels.

Historically,
we have relied on funds provided by operating activities, equity offerings, short and long-term borrowings and seller-financed notes to meet our liquidity needs. We invest our excess
cash predominantly in money market funds, and commercial paper that matures within three months of its origination date and in marketable securities, such as auction rate bonds, which are highly
liquid and are of high-quality investment grade with the intent to make such time deposits and funds readily available for operating and strategic long-term equity investment purposes.

We
believe that our current cash and cash equivalents, marketable securities, revolving credit facility and cash we anticipate to generate from operating activities will provide us with sufficient
liquidity to satisfy our working capital needs, capital expenditures, meet our investment requirements and commitments and fund our share repurchase activities through at least the next twelve months.
Our cash generated from operating activities is subject to fluctuations in the global economy and unemployment rates.

As
of June 30, 2006, we had cash and cash equivalents and marketable securities of $470.0 million, compared to $320.3 million as of December 31, 2005. Our increase in cash
and marketable securities of $149.7 million during the six months ended June 30, 2006 was mainly due to our strong operating income before taking into account depreciation and
amortization of intangibles and stock-based compensation ("OIBDA") and cash received from the exercise of employee stock options, including their associated tax benefit. Strong revenue increases and
working capital management, aided by a $21.6 million increase in deferred revenue and a $30.5 million increase in accounts payable and accrued expenses, helped generate
$145.1 million in cash flow from operating activities. Cash flow from operating activities was decreased by $7.6 million for cash used in our discontinued operations. Overall, working
capital increased at a measured rate compared to revenue and expenses. The disposition of our Directional Marketing business in 2005 significantly improved the consistency of our cash flows from
operations and its correlation to OIBDA from quarter to quarter.

We
used $367.0 million of cash for investing activities in the six months ended June 30, 2006, reflecting our net cash purchase of marketable securities of $299.2 million and our
payment of $29.9 million for seller-notes payable on businesses acquired in prior periods. In addition, we acquired an additional 4.4% equity interest in ChinaHR.com for $19.9 million
and funded $4.8 million to ChinaHR under a previously announced credit facility. We also paid $17.0 million in connection with the acquisition of
Education.org in our Internet Advertising and Fees segment. Capital expenditures were $26.3 million in the first six months of 2006. Offsetting our cash used for investing activities was
$33.0 million of net proceeds from the sale of businesses.

We
generated cash from financing activities in the first six months of 2006, resulting from $91.2 million of cash received from employee stock option exercises, and $17.0 million related
to the tax benefit on stock options exercised. In addition, we used $22.8 million of cash in a structured stock repurchase, which resulted in the repurchase of 500,000 shares and
$14.4 million used to repurchase 294,584 shares of common stock in open market transactions.

In
March 2006, we extended a credit facility to ChinaHR, whereby we have agreed to advance ChinaHR up to an aggregate of $20,000 with no more than $10,000 being advanced in the first year of
the agreement. Interest on the loans will be assessed at the LIBOR rate plus 1% and shall be payable on a quarterly basis in arrears. The credit facility provides that any advances shall be due and
payable in full on the maturity date, which is the earliest of March 2011 or the consummation of an initial public offering of securities by the ChinaHR. In May 2006, we advanced $4,800
to ChinaHR under the credit facility.

41

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In
November 2005, our Board of Directors authorized us to purchase up to $100 million of our common stock on the open market, or otherwise from time to time, over a 30-month
period as conditions warrant. Through June 30, 2006, the Company has repurchased 994,584 shares of its common stock for an aggregate purchase price of $45.1 million.

Recent Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes (an interpretation
of FASB Statement No. 109") which is effective for fiscal years beginning after December 15, 2006. The new guidance will be effective for us on January 1, 2007. This
interpretation was issued to clarify the accounting for uncertainty in the amount of income taxes recognized in the financial statements by prescribing a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We are currently evaluating the potential impact of this
interpretation.

In
September 2006, the FASB issued SFAS No. 157,Fair Value Measurements("SFAS 157"), which clarifies the definition of fair
value, establishes a framework for measuring fair value in generally
accepted accounting principles, and expands disclosures about fair value measurement. SFAS 157 does not require any new fair value measurements and eliminates inconsistencies in guidance found
in various prior accounting pronouncements. SFAS 157 will be effective for the Company on January 1, 2008. The Company is currently assessing whether the adoption of SFAS 157 will
have an impact on the Company's financial statements.

In
September 2006, the Securities and Exchange Commission ("SEC") released Staff Accounting Bulletin No. 108,Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements("SAB 108"). SAB 108 provides interpretive guidance on the SEC's views on how the effects of
the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. The provisions of SAB 108 will be effective for the Company for the year
ended December 31, 2006. The Company is currently evaluating the impact of applying SAB 108 but does not believe that the adoption of SAB 108 will have a material effect on the
Company's financial statements.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary market risks include fluctuations in interest rates and exchange rate variability.

We
have interest rate risk primarily related to our short-term investment portfolio. Our short-term investments will produce less income than expected if market interest rates fall therefore our
future investment income may fall short of expectations due to changes in market interest rates or we may suffer losses in principal if forced to sell short-term investments which have declined in
market value due to increases in interest rates.

We
also have interest rate risk related to our revolving credit agreement. At June 30, 2006, the utilized portion of our three-year revolving credit agreement was approximately
$2.2 million for standby letters of credit and approximately $97.8 million was unused. Interest on future outstanding loans under the revolving credit agreement shall be charged based on
a variable interest rate related to our choice of (1) the higher of (a) the prime rate or (b) the Federal Funds rate plus 0.5%, plus a margin determined by the ratio of our debt
to earnings before interest, taxes, depreciation and amortization ("EBITDA") as defined in the revolving credit agreement or (2) the London Interbank Offered Rate (LIBOR) plus a margin
determined by the ratio of our debt to EBITDA as defined in the revolving credit agreement.

We
conduct operations in various foreign countries, including Belgium, Canada, France, Germany, India, Ireland, Italy, the Netherlands, New Zealand, South Korea, Spain, Sweden, and the United Kingdom.
For the three and six months ended June 30, 2006, approximately 27% and 26%, respectively, of our revenue was earned outside the United States and collected in local currency and related
operating expenses were

42

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also
paid in such corresponding local currency. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currency denominated transactions results in
reduced revenues, operating expenses and net income for our international operations. Similarly, our revenues, operating expenses and net income or loss will increase for our international operations
if the U.S. dollar weakens against foreign currencies. We use forward foreign exchange contracts as cash flow hedges to offset risks related to certain foreign currency transactions. These
transactions primarily relate to non-functional currency denominated inter-company funding loans and non-functional currency indebtedness. We do not trade derivative financial instruments for
speculative purposes. The financial statements of our non-U.S. subsidiaries are translated into U.S. dollars using current rates of exchange, with gains or losses included in the cumulative
translation adjustment account, a component of stockholders' equity. During the three and six months ended June 30, 2006, we had a translation gain of $21.4 million and
$28.9 million, respectively, primarily attributable to the weakening of the U.S. dollar against the Euro and the British Pound.

We
have risks related to our short term investment activities. The primary objective of our investment activities is to preserve principal while at the same time maximizing yields without
significantly increasing risk. To achieve this objective, we maintain our portfolio of short-term investments and cash and cash equivalents in a variety of marketable debt instruments of high quality
issuers, including auction rate bonds, commercial paper, money market funds and bank time deposits. We limit the amount of credit exposure to any one issuer. Our marketable securities are generally
classified as available for sale and consequently are recorded on the balance sheet at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive
income. As of June 30, 2006, net unrealized losses on these investments were not material.

ITEM 4.    CONTROLS AND PROCEDURES

As disclosed in the Explanatory Note on page 2 of this Form 10-Q and in Note 2 of our consolidated financial statements included in this
Form 10-Q, the Company disclosed on June 12, 2006, that a committee of independent directors of the Board of Directors (the "Special Committee") assisted by independent legal
counsel and forensic accounting experts that were not previously involved with the Company's stock option plans, was conducting an independent investigation to review the Company's historical stock
option grant practices and related accounting. As a result of the investigation, the Special Committee has determined that the exercise price of a substantial number of stock option grants during the
periods between 1997 through March 31, 2003 differed from the fair market value of the underlying shares on the measurement date. The Special Committee has also determined that this practice
was done intentionally, by persons formerly in
positions of responsibility at the Company for the purpose of issuing options at a higher intrinsic value than would have otherwise been the case.

Based
on the findings of the Special Committee, management of the Company has concluded that the Company's consolidated financial statements for the years ended December 31, 2005, 2004 and
2003, and the three and six month periods ended June 30, 2005 should be restated to recognize additional non-cash stock based compensation expense and the related income tax
impacts.

As
more fully described in our 2005 Form 10-K/A, during 2005, the Company did not maintain effective control over our internal control over financial reporting and our "disclosure
controls and procedures" as such term is defined under Exchange Act Rule 13a-15(f) or 15d-15(f). In arriving at these conclusions, management evaluated, among other
things, the control deficiencies related to accounting for stock based compensation and the continued employment of persons in positions of responsibility who may be deemed to have overridden our
internal controls. As a result, management concluded that these control deficiencies that resulted in the need for a restatement of our previously issued financial statements constituted a material
weakness as of December 31, 2005.

Monster
Worldwide maintains "disclosure controls and procedures," as such term is defined under Securities Exchange Act Rule 13a-15(f) or 15d-15(f), that are designed to
ensure that information required

43

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to
be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating
the disclosure controls and procedures, Monster Worldwide's management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives and Monster Worldwide's management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls
and procedures. Monster Worldwide has carried out an evaluation, as of the end of the period covered by this report, under the supervision and with the participation of Monster Worldwide's management,
including Monster Worldwide's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Monster Worldwide's disclosure controls and procedures. The
control deficiencies noted above, continued to persist during the period in which this report was being prepared.

There
have been no significant changes in Monster Worldwide's internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial reporting. As of the date of this filing, although the investigation into our historical stock option grant practices is
substantially complete, the Special Committee continues to analyze the facts disclosed by its investigation in order to
make comprehensive recommendations to the Board regarding remedial steps, and is in the process of determining what remedial recommendations it will make. It expects to make those recommendations in
the first quarter of 2007, at which time the Company will implement the recommendations of the Special Committee.

44

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PART IIOTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

The Company is involved in various legal proceedings that are incidental to the conduct of its business. It is not involved in any pending or threatened legal proceedings aside
from the stock option litigation discussed below that it believes could reasonably be expected to have a material adverse effect on its financial condition or results of operations.

As
stated in Note 2 of its consolidated financial statements, the Company announced on June 12, 2006 that a committee of independent directors of the Board of Directors (the "Special
Committee"), assisted by outside counsel, was conducting an independent investigation to review the Company's historical stock option grant practices and related accounting.

Stock Option Litigation

Both the United States Attorneys Office ("USAO") and the United States Securities and Exchange Commission ("SEC") have informed the Company that each is conducting an
investigation into the Company's past stock option grants. In connection therewith, the Company has received a grand jury subpoena from the United States District Court for the Southern District of
New York and requests for the voluntary production of documents from the SEC. The Company is cooperating fully with both the USAO and the SEC.

In
October 2006, a putative class action litigation was filed in the United States District Court for the Southern District of New York by a former Company employee against the Company and a
number of its current and former officers and directors. The action purports to be brought on behalf of all participants in the Company's 401(k) plan. The complaint alleges that the defendants
breached their fiduciary obligations to plan participants under §§ 404, 405, 409 and 502 of
the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. § 1104 et seq., by allowing Plan participants to purchase and to hold and maintain Company stock in their
Plan accounts without disclosing to those Plan participants the historical stock option practices. The complaint seeks, among other relief, equitable restitution, attorney's fees and an order
enjoining defendants from violations of ERISA.

In
addition, derivative actions in connection with historical stock option practices have been commenced by shareholders purportedly on behalf of the Company in both the United States District Court
for the Southern District of New York and in the Supreme Court of the State of New York, New York County, against a number of current and former officers and directors of the Company, naming the
Company as a nominal defendant.

On
October 20, 2006, the three federal court actions were consolidated by the Court and styled asIn re Monster Worldwide, Inc. Stock Option Derivative
Litigation, Master Docket 1:06:cv-04622 (S.D.N.Y.)(NRB-DCF) (Consolidated Action). It is expected that the plaintiffs in the consolidated federal actions will file
a consolidated amended complaint on or about December 19, 2006. The current federal complaints assert claims for breach of fiduciary duty, gross mismanagement, unjust enrichment, and violations
of Sections 10(b) and 14(a) of the Securities Exchange Act of 1934 (the "Exchange Act") for the period between January 1, 1997 and the present. The federal court plaintiffs seek, among
other relief, an indeterminate amount of damages from the individual defendants.

On
September 18, 2006, the three purported derivative actions that were filed in the Supreme Court of the State of New York, New York County, were also consolidated. The consolidated actions
have been styled asIn re Monster Worldwide Inc. Derivative Litigation, Index. No. 06-108700 (Supreme, N.Y. County). On
or about December 1, 2006, the plaintiffs in the consolidated state court actions filed a consolidated amended complaint asserting claims for breach of fiduciary duty and related state law
causes of action. The state court plaintiffs seek, among other relief, an indeterminate amount of damages from the individual defendants.

45

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The
Company has received correspondence from, or on behalf of, certain former employees who are the grantees of certain vested stock options that were scheduled to expire or be forfeited unless
exercised within the last several months. In light of the current suspension of the Company's S-8 and the resulting prohibition on the exercise of any stock options, said individuals were
precluded from exercising such options prior to their expiration date. The former employees have informed the Company that they will seek to hold the Company liable for any financial damages suffered
as a result of their inability to exercise the options during the suspension period.

The
Company may become subject to additional private or government actions. The expense of defending such litigation may be significant. In addition, an unfavorable outcome in such litigation
could have a material adverse effect on the Company's business and results of operations. The Company may also be obligated under the terms of its by-laws to advance litigation costs for directors and
officers named in litigation relating to their roles at the Company.

ITEM 1A.    RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. "Risk Factors" in the
Company's Annual Report on Form 10-K/A for the year ended December 31, 2005, which could materially affect our business, financial position and results of operations. There
are no material changes from the risk factors set forth in Part I, Item 1A., "Risk Factors," of the Company's Annual Report on Form 10-K/A for the year ended
December 31, 2005.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On May 2, 2006, we issued 20,000 shares of our common stock in a private placement transaction pursuant to Section 4(2) of the Securities Act of 1933, as
amended, in addition to other consideration, in exchange for all of the outstanding equity interests of PWP, LLC (also known as Education.org).

The
Company has a stock repurchase plan in place that allows it to purchase securities on the open market or otherwise from time to time as conditions warrant. A summary of the Company's repurchase
activity for the three months ended June 30, 2006 is as follows:

|Period                               |  | Total number
of shares
repurchased |  | Average Price
Paid Per
Share |       | Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs |         | Maximum Dollar
Value of Shares
That May Yet Be
Purchased Under
the Plans or
Programs(a)
|------------------------------------ |  | ---------------------------------- |  | ---------------------------- | ----- | -------------------------------------------------------------------------------- | ------- | ---------------------------------------------------------------------------------------
|
|April 1  April 30                   |  |                                   |  |                              | N/A   |                                                                                  |        |                                                                                        
|May 1  May 31                       |  | 99,584                             |  | $                            | 52.43 |                                                                                  | 99,584  |                                                                                        
|June 1  June 30                     |  | 515,000                            |  | $                            | 44.04 |                                                                                  | 515,000 |                                                                                        
|                                     |  |                                    |  |                              |       |                                                                                  |         |                                                                                        
|Total Q2 2006                        |  | 614,584                            |  | $                            | 47.29 |                                                                                  | 614,584 |                                                                                        
|                                     |  |                                    |  |                              |       |                                                                                  |         |                                                                                        
|Total six months ended June 30, 2006 |  | 794,584                            |  | $                            | 47.32 |                                                                                  | 794,584 |                                                                                        
|                                     |  |                                    |  |                              |       |                                                                                  |         |                                                                                        

(a) - On November 10, 2005, the Board of Directors approved a share repurchase plan, authorizing the Company to
purchase up to $100 million of shares of its common stock. The share repurchase plan expires 30 months from the authorization date.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.



46

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FOR

WITHHELDAndrew J. McKelvey

159,380,274

3,134,209George R. Eisele

161,465,079

1,049,404John Gaulding

155,928,332

6,586,151Michael Kaufman

155,480,471

7,034,012Ronald J. Kramer

155,804,319

6,710,164David A. Stein

156,336,283

6,178,200John Swann

155,923,807

6,590,676




FOR

159,817,304AGAINST

2,132,497ABSTENTIONS

564,682




FOR

9,067,321AGAINST

84,554,088ABSTENTIONS

61,783,060


ITEM 6.    EXHIBITS.

The following exhibits are filed as a part of this report:

15

Letter from BDO Seidman, LLP regarding unaudited interim financial information.31.1

Certification by William M. Pastore pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification by Charles Baker pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification by William M. Pastore pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification by Charles Baker pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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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,
thereunto duly authorized.

|                         |  |                                      |  |                                                                                                                                
|------------------------ |  | ------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------
|                         |  | MONSTER WORLDWIDE, INC.
(Registrant)
|Dated: December 13, 2006 |  | By:                                  |  | /s/WILLIAM M. PASTOREWilliam M. Pastore
      President and Chief Executive Officer
      (principal executive officer)        
|Dated: December 13, 2006 |  | By:                                  |  | /s/CHARLES BAKERCharles Baker
      Chief Financial Officer
      (principal financial officer)                                
|Dated: December 13, 2006 |  | By:                                  |  | /s/JONATHAN TRUMBULLJonathan Trumbull
      Chief Accounting Officer and Global Controller
      (principal accounting officer)

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