Table of Contents



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



FORM 10-Q

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD
FROM              to


COMMISSION FILE NUMBER 000-21571



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

DELAWARE(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)

13-3906555(I.R.S. EMPLOYER
IDENTIFICATION NO.)622 Third Avenue, New York, New York(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)

10017(ZIP CODE)(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 ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o


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

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

Class

Outstanding as of
August 1, 2008Common Stock


119,216,275Class B Common Stock


4,762,000




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Table of Contents

MONSTER WORLDWIDE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



Page
No.PART IFINANCIAL INFORMATIONItem 1.

Financial Statements:Consolidated statements of operations


3Consolidated balance sheets


4Consolidated statements of cash flows


5Notes to consolidated financial statements


6Report of Independent Registered Public Accounting Firm


23Item 2.

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


24Item 3.

Quantitative and Qualitative Disclosures About Market Risk


42Item 4.

Controls and Procedures


43PART IIOTHER INFORMATIONItem 1.

Legal Proceedings


44Item 1A.

Risk Factors


48Item 2.

Unregistered Sales of Equity Securities and Use of
Proceeds


49Item 4.

Submission of Matters to a Vote of Security Holders


49Item 6.

Exhibits


50Signatures


51Exhibit 10.1Exhibit 10.2Exhibit 10.3Exhibit 10.4Exhibit 10.5Exhibit 10.6Exhibit 10.7Exhibit 15.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2


(All
other items on this report are inapplicable)

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Table of Contents

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 30,2008

2007

2008

2007Revenue

$
354,294

$
323,985

$
720,766

$
645,815Salaries and related


135,879


144,955


276,327


266,319Office and general


75,358


62,619


149,257


130,623Marketing and promotion


68,976


73,568


180,830


146,077Provision for legal settlements, net


40,100


-


40,100


-Restructuring and other special charges


2,732


-


9,659


-Total operating expenses


323,045


281,142


656,173


543,019Operating income


31,249


42,843


64,593


102,796Interest and other, net


3,057


6,903


10,440


12,316Income from continuing operations before income taxes and equity interests


34,306


49,746


75,033


115,112Income taxes


12,153


17,587


27,296


40,677Loss in equity interests, net


(3,592
)

(2,966
)

(5,414
)

(4,386
)Income from continuing operations


18,561


29,193


42,323


70,049Income (loss) from discontinued operations, net of tax


12,269


(577
)

11,098


(1,951
)Net income

$
30,830

$
28,616

$
53,421

$
68,098Basic earnings (loss) per share:Income from continuing operations

$
0.15

$
0.22

$
0.35

$
0.54Income (loss) from discontinued operations, net of tax


0.10


-


0.09


(0.01
)Basic earnings per share*

$
0.26

$
0.22

$
0.44

$
0.52Diluted earnings (loss) per share:Income from continuing operations

$
0.15

$
0.22

$
0.35

$
0.53Income (loss) from discontinued operations, net of tax


0.10


-


0.09


(0.01
)Diluted earnings per share*

$
0.25

$
0.21

$
0.44

$
0.51Weighted average shares outstanding:Basic


120,885


130,542


121,798


130,268Diluted


121,541


133,121


122,552


133,324


* - Earnings per share may not add in certain periods due to rounding.

See accompanying notes.

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

June 30,
2008

December 31,
2007ASSETSCurrent assets:Cash and cash equivalents

$
365,454

$
129,744Available-for-sale securities


68,579


448,703Accounts receivable, net of allowance for doubtful accounts of $15,658 and $15,613


410,427


499,854Prepaid and other


121,093


106,664Total current assets


965,553


1,184,965Available-for-sale securities, non-current


99,330


-Goodwill


690,161


615,334Property and equipment, net


149,048


123,397Intangibles, net


32,695


35,351Investment in unconsolidated affiliates


44,446


50,871Other assets


70,476


53,162Non-current assets of discontinued operations


-


14,730Total assets

$
2,051,709

$
2,077,810LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Accounts payable

$
45,538

$
57,334Accrued expenses and other current liabilities


273,136


233,427Deferred revenue


470,408


524,331Income taxes payable


2,403


13,384Current portion of long-term debt


142


184Total current liabilities


791,627


828,660Non-current income taxes payable


119,360


111,108Deferred income taxes


15,952


14,878Other long-term liabilities


1,371


2,156Long-term debt, less current portion


126


231Non-current liabilities of discontinued operations


-


4,276Total liabilities


928,436


961,309Commitments and contingenciesStockholders' equity:Preferred stock, $.001 par value, authorized 800 shares; issued and outstanding: none





Common stock $.001 par value, authorized 1,500,000 shares; issued: 128,502 and 128,280 shares, respectively; outstanding: 115,956 and 119,013 shares, respectively


129


128Class B common stock, $.001 par value, authorized 39,000 shares; issued and outstanding: 4,762 shares


5


5Additional paid-in capital


1,397,281


1,468,808Accumulated other comprehensive income, net


143,264


118,387Accumulated deficit


(417,406
)

(470,827
)Total stockholders' equity


1,123,273


1,116,501Total liabilities and stockholders' equity

$
2,051,709

$
2,077,810


See accompanying notes.

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

Six Months Ended June 30,2008

2007Cash flows provided by operating activities:Net income

$
53,421

$
68,098Adjustments to reconcile net income to net cash provided by operating activities:(Income) loss from discontinued operations, net of tax


(11,098
)

1,951Depreciation and amortization


25,793


20,017Provision for legal settlements, net


40,100


-Provision for doubtful accounts


6,771


5,113Non-cash compensation


15,028


21,478Deferred income taxes


(19,582
)

(5,505
)Loss in equity interests and other


7,499


3,814Changes in assets and liabilities, net of purchase transactions:Accounts receivable


82,660


20,366Prepaid and other


19,098


(4,204
)Deferred revenue


(53,923
)

8,051Accounts payable, accrued liabilities and other


(13,597
)

(1,787
)Net cash used for operating activities of discontinued operations


(3,129
)

(5,232
)Total adjustments


95,620


64,062Net cash provided by operating activities


149,041


132,160Cash flows provided by (used for) investing activities:Capital expenditures


(50,213
)

(36,964
)Purchase of marketable securities


(156,882
)

(682,586
)Sales and maturities of marketable securities


436,305


589,565Payments for acquisitions and intangible assets, net of cash acquired


(61,567
)

(1,806
)Cash funded to equity investee


(5,000
)

(4,100
)Dividends received from equity investee


1,011


-Net cash used for investing activities of discontinued operations


-


(250
)Net cash provided by (used for) investing activities


163,654


(136,141
)Cash flows (used for) provided by financing activities:Repurchase of common stock


(86,327
)

(10,042
)Excess tax benefits from equity compensation plans


120


12,343Payments on debt obligations


(147
)

-Proceeds from exercise of employee stock options


1,046


53,401Payments on acquisition debt


-


(21,862
)Net cash (used for) provided by financing activities


(85,308
)

33,840Effects of exchange rates on cash


8,323


2,000Net increase in cash and cash equivalents


235,710


31,859Cash and cash equivalents, beginning of period


129,744


58,680Cash and cash equivalents, end of period

$
365,454

$
90,539Supplemental disclosures of cash flow information:Cash paid for income taxes

$
24,952

$
43,986Cash paid for interest

$
730

$
796Non-cash financing and investing activities:Liabilities created in connection with business combinations

$
449

$
325


See accompanying notes.

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Table of Contents

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. (together with its consolidated subsidiaries, the "Company" or "Monster Worldwide") has continuing operations that
consist of three reportable segments: Careers  North America, Careers  International and Internet Advertising & Fees. Revenue in the
Company's Careers segments are primarily earned 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. Revenue in the Company's Internet Advertising & Fees segment is primarily earned from the display of advertisements on the Monster network of websites, "click-throughs" on text based
links and leads provided to advertisers. The Company's Careers segments provide online services to customers in a variety of industries throughout North America, Europe and the
Asia-Pacific region, while Internet Advertising & Fees delivers online services primarily in North America.

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 Securities and Exchange Commission (the "SEC"). 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 for the year ended
December 31, 2007. 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.

Effective
January 1, 2008, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 157,Fair Value Measurements("SFAS 157") for financial assets and liabilities and any other assets and liabilities carried at fair value. This pronouncement defines fair value, establishes a framework for measuring fair
value and expands disclosures about fair value measurements. On November 14, 2007,
the Financial Accounting Standards Board (the "FASB") agreed to a one-year deferral for the implementation of SFAS 157 for other non-financial assets and liabilities.
The Company's adoption of SFAS 157 did not have a material effect on the Company's consolidated financial statements for financial assets and liabilities and any other assets and liabilities
carried at fair value.

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2.     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 non-vested stock and is computed by
dividing income available to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per share reflects, in periods in which they have
a dilutive effect, shares of non-vested 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 share and certain common stock equivalents for options and shares of non-vested stock excluded from the
computation of earnings per share due to their anti-dilutive effect are as follows:

Three Months Ended June 30,

Six Months Ended June 30,(thousands of shares)

2008

2007

2008

2007Basic weighted average shares outstanding

120,885

130,542

121,798

130,268Effect of common stock equivalents  stock options and non-vested stock under employee compensation plans

656

2,579

754

3,056Diluted weighted average shares outstanding

121,541

133,121

122,552

133,324Weighted average anti-dilutive common stock equivalents

8,358

531

6,264

469


Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with SFAS No. 123 (revised 2004),Share-Based
Payment("SFAS 123R"). Under the fair-value recognition provisions of SFAS 123R, stock-based compensation cost is measured at the grant date based on
the fair value of the award and is recognized as expense ratably over the requisite service period, which is generally the vesting period, net of forfeitures. The Company uses the Black-Scholes
option-pricing model to determine the fair-value of stock option awards. The Company measures non-vested stock awards using the fair-market value of the Company's
common stock on the date of the grant. The Company awards stock options and non-vested stock to employees, directors and executive officers. In accordance with SFAS 123R, the
Company has presented excess tax benefits from the exercise of stock options as a financing activity in the consolidated statement of cash flows. 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. As of June 30, 2008, the unrecognized compensation expense
for stock options was $2,135 and is expected to be recognized over a period of 3.7 years and the unrecognized compensation expense for non-vested stock was approximately $120,647 to
be recognized over a period of 3.8 years. These awards are being amortized over the vesting periods on a straight-line basis, net of forfeitures. The Company does not capitalize
stock-based compensation costs.

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The
Company recognized pre-tax compensation expense in the consolidated statement of operations related to stock-based compensation as follows:

Three Months Ended June 30,

Six Months Ended June 30,2008

2007

2008

2007Non-vested stock, included in salaries and related

$
8,351

$
17,069

$
13,557

$
21,245Non-vested stock, included in restructuring and other special charges


-


-


1,162


-Stock options, included in salaries and related


182


47


309


233Total

$
8,533

$
17,116

$
15,028

$
21,478


Share-based Payment Activity

The following table summarizes the Company's stock option activity for the six months ended June 30, 2008:

(thousands of shares)

Shares

Weighted
Average Exercise
Price

Weighted
Average
Contractual
Term (in years)

Aggregate
Intrinsic ValueOutstanding at January 1, 2008


6,876

$
29.13Granted


138


27.77Exercised


(54
)

19.47Forfeited/expired/cancelled


(73
)

37.93Outstanding at June 30, 2008


6,887


29.17


4.6

$
9,063Options exercisable at June 30, 2008


6,018

$
28.76


4.2

$
9,063


During
the six months ended June 30, 2008 and 2007, the aggregate intrinsic value of options exercised was $421 and $47,493, respectively.

The
following table summarizes the Company's non-vested stock activity for the six months ended June 30, 2008:

(thousands of shares)

Shares

Weighted Average Fair
Value at Grant DateNon-vested at January 1, 2008


1,671

$
39.67Granted


3,363


27.83Forfeited


(417
)

36.22Vested


(208
)

43.71Non-vested at June 30, 2008


4,409

$
30.85


3.     DISCONTINUED OPERATIONS

During the second quarter of 2008, the Company decided to wind-down the operations of Tickle, an online property within the Internet Advertising & Fees
segment, and have classified the historical results of Tickle as a component of discontinued operations. The Company's decision was based upon Tickle's non-core offerings, which no longer
fit the Company's long-term strategic growth plans, and Tickle's lack of profitability. Tickle's discontinued operations for the first six months of 2008 included the
write-down of $13,201 of long-lived assets, an income tax benefit of $29,355 and a net loss of $5,056 from its operations. The income tax benefit included $25,500 of current
tax benefits for current period

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operating
losses and tax losses incurred upon Tickle's discontinuance and $3,855 of deferred tax benefits for the reversal of deferred tax liabilities on long-term assets.

During
the year ended December 31, 2006, the Company disposed of businesses that collectively comprised its former Advertising & Communications operating segment, in order to focus more
resources to support the growth of the Monster franchise on a global basis. The Company incurred losses net of tax related to these disposals of $299 and $544 in the three and six month periods ended
June 30, 2007, respectively, which are included in discontinued operations, but did not incur these costs in the 2008 periods.

For
the three and six months ended June 30, 2008 and 2007, the revenue and costs related to the Company's discontinued and disposed businesses were segregated from continuing operations and
reflected as discontinued operations in the consolidated statement of operations and are as follows:

Three Months Ended
June 30,

Six Months Ended
June 30,2008

2007

2008

2007Revenue

$
2,264

$
7,164

$
6,158

$
14,362Loss before income taxes


(16,323
)

(922
)

(18,257
)

(3,165
)Income tax benefit


(28,592
)

(345
)

(29,355
)

(1,214
)Income (loss) from discontinued operations, net of tax

$
12,269

$
(577
)
$
11,098

$
(1,951
)


4.     BUSINESS COMBINATIONS

The following table summarizes the Company's business combinations completed from January 1, 2007 through June 30, 2008. Although the following acquired
businesses were not considered to be significant subsidiaries, either individually or in the aggregate, they do affect the comparability of results from period to period. The acquisitions, acquisition
dates and business segments are as follows:

Acquired Business

Acquisition Date

Business SegmentAffinity Labs Inc.

January 4, 2008

Internet Advertising & FeesArbeidskamerater AS (Norway)

January 10, 2007

Careers  International


On
January 4, 2008, the Company's Internet Advertising & Fees segment purchased Affinity Labs Inc., a business that operates a portfolio of professional and vocational communities
for people entering, advancing and networking in certain occupations including law enforcement, healthcare, education, government and technology. Consideration for the acquisition was $61,567 in cash,
net of cash acquired. The Company recorded $60,021 of goodwill (on a preliminary basis), $1,251 of receivables, $500 of computer software, $183 of property and equipment, $61 of other assets and $449
of liabilities. The goodwill recorded in connection with the acquisition will not be deductible for tax purposes.

In
January 2007, the Company's Careers  International segment purchased Arbeidskamerater AS ("AAS"), a Norwegian online career sales company, founded in 2004 as a sales
agent for Monster in Norway. The acquisition of AAS enabled Monster to expand within the growing Norwegian online career market. Consideration for the acquisition was $1,654, net of cash acquired, and
the Company recorded $1,777 of goodwill. None of the goodwill recorded in connection with the acquisition is deductible for tax purposes.

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,

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these
costs are considered part of the purchase price of the business combinations and have been recorded as increases to goodwill.

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. As of June 30, 2008 and December 31, 2007, the Company
had accrued $4,596 and $5,193, respectively, for integration and restructuring obligations, mainly for future operating lease payments.

5.     FAIR VALUE MEASUREMENT

On January 1, 2008, the Company adopted the methods of fair value as described in SFAS 157 to value its financial assets and liabilities. SFAS 157
establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted
prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable
inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

In
determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as
considering counter-party credit risk in its assessment of fair value. Financial assets (cash equivalents and available-for-sale securities) carried at fair value as of
June 30, 2008 are classified in one of the three categories as follows:

Level 1

Level 2

Level 3

TotalMoney market funds

$
210,265

$
-

$
-

$
210,265Bank time deposits


-


51,749


-


51,749Municipal bonds


-


28,750


-


28,750Commercial paper


-


80,590


-


80,590U.S. and foreign government obligations


-


10,100





10,100Tax exempt auction rate bonds (Note 6)


-


-


99,330


99,330Total

$
210,265

$
171,189

$
99,330

$
480,784


The
Company did not have any liabilities that required it to use fair valuation as of June 30, 2008.

The
changes in the fair value of the Level 3 tax exempt auction rate bonds financial assets are as follows:

Three Months Ended
June 30, 2008

Six Months ended
June 30, 2008Balance beginning of period

$
102,716

$
357,228Unrealized gain (loss) included in other comprehensive income


314


(1,420
)Net settlements


(3,700
)

(256,478
)Balance June 30, 2008

$
99,330

$
99,330


6.     INVESTMENTS

Marketable Securities

As of June 30, 2008, the Company held $100,750 (at par and cost value) of investments in auction rate securities. These securities are
variable-rate debt instruments whose underlying agreements have contractual maturities of up to 35 years. The majority of these securities have been issued by state-related
higher-education agencies and are collateralized by student loans guaranteed by the U.S.

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Department
of Education. These auction rate securities are intended to provide liquidity via an auction process that resets the applicable interest rate at predetermined calendar intervals, usually
every 35 days, allowing investors to either roll over their holdings or gain immediate liquidity by selling such interests at par. Since mid-February 2008, liquidity issues in the
global credit markets have resulted in the failure of auctions representing substantially all of the Company's auction rate securities, as the amount of securities submitted for sale in those auctions
exceeded the amount of bids. The funds associated with failed auctions will not be accessible until a successful auction occurs, a buyer is found outside of the auction process or the issuers redeem
their bonds. The Company currently has the ability and intent to hold these auction rate securities until a recovery of the auction process, until maturity or until these investments can be otherwise
liquidated at par. As a result of the persistent failed auctions, and the uncertainty of when these investments could be successfully liquidated at par, the Company has classified all of its
investments in auction rate bonds as a component of available for sale marketable securities, non-current in its unaudited consolidated balance sheet as of June 30, 2008. Typically,
when auctions are successful, the fair value of auction rate securities approximate par value due to the frequent interest rate resets.

While
the Company continues to earn interest on its auction rate securities at the maximum contractual rate (which was a blended rate of 3.44% at June 30, 2008) and there has been no payment
default with respect to such securities, these investments are not currently trading and therefore do not currently have a readily determinable market value. Accordingly, the estimated fair value of
these auction rate securities no longer approximates par value. The Company uses third party valuation and analysis, and this valuation considered, among other factors, i) the credit quality of
the underlying collateral (typically student loans); ii) the financial strength of the counterparties (typically state related higher education agencies) and the guarantors (including the U.S.
Department of Education); iii) an estimate of when the next successful auction date will occur; and iv) the formula applicable to each security which defines the interest rate paid to
investors in the event of a failed auction, forward projections of the interest rate benchmarks specified in such formulas, a tax exempt discount margin for the cash flow discount and all applicable
embedded options such as the put, call and sinking fund features.

The
Company also used available data sources for market observables, which were primarily derived from third party research provided by or available from well-recognized research entities
and sources. To the extent market observables were not available as of the valuation date, a statistical model was used to project the variables based on the historical data and in cases where
historical data was not available comparable securities or a benchmark index was identified and used for estimation.
When comparables were not available, industrial averages were used or standard assumptions based on industry practices were used.

Based
on these valuations, the auction rate securities with the original par value and cost of $100,750 were written down to an estimated fair value of $99,330, resulting in an unrealized loss of
$1,420. This loss is deemed to be a temporary impairment and has been reflected in accumulated other comprehensive income, a component of stockholders' equity.

The
instability in the credit markets may affect the Company's ability to liquidate these auction rate bonds in the short term. The Company believes that the failed auctions experienced to date are
not a result of the deterioration of the underlying credit quality of the securities and the Company believes that it will ultimately recover all amounts invested in these securities. The Company will
continue to evaluate the fair value of its investments in auction rate securities each reporting period for a potential other-than-temporary impairment.

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The
Company's available-for-sale investments reported as current and non-current marketable securities as of June 30, 2008 are as follows:

Cost

Gross unrealized
losses

Gross unrealized
gains

Estimated
fair valueCurrentMunicipal bonds

$
28,700

$
-

$
50

$
28,750Bank time deposits


22,009


-


-


22,009Commercial paper


10,187


-


-


10,187Sovereign bonds


7,633


-


-


7,633Total

$
68,529

$
-

$
50

$
68,579Non-currentTax-exempt auction rate bonds

$
100,750

$
1,420

$
-

$
99,330Total

$
100,750

$
1,420

$
-

$
99,330


The
estimated fair value of the Company's marketable securities as of December 31, 2007 approximated the gross amortized cost value. The Company believes that it did not have any unrealized
losses as of December 31, 2007, as the Company sold or rolled over at par more than 95% of the securities held at December 31, 2007.

The
Company reviews impairments associated with the above to determine the classification of the impairment as "temporary" or "other-than-temporary" in accordance with FASB
Staff Position Nos. SFAS 115-1 and 124-1,The Meaning of Other-Than-Temporary-Impairment and Its Application to Certain
Investments. A temporary impairment charge results in an unrealized loss being recorded in other comprehensive income, a component of stockholders' equity. Such an unrealized
loss does not reduce net income for the applicable accounting period because the loss is not viewed as other-than-temporary. As of June 30, 2008, the Company believes
that all of the impairment of its auction rate securities investments is temporary. The factors evaluated to differentiate between temporary and other-than-temporary include
the projected future cash flows, credit ratings actions, and assessment of the credit quality of the underlying collateral. While the recent auction failures may limit the Company's future ability to
liquidate these investments, the Company does not believe the auction failures will materially impact its ability to fund its working capital needs, capital expenditures, stock repurchases,
acquisitions or other business requirements.

Equity Investments

The Company accounts for investments with non-controlling interests using the equity method of accounting, recording its owned
percentage of the investment's net results of operations in loss in equity interests, net, in the Company's consolidated statement of operations. Such losses reduce the carrying value of the Company's
investment and gains increase the carrying value of the Company's investment. Dividends paid by the equity investee reduce the carrying amount of the Company's investment.

In
February 2005, the Company acquired a 40% interest in ChinaHR.com Holdings Ltd. ("ChinaHR") for consideration of $50,000 in cash. In March 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. 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. The carrying
value of the investment was $43,845 as of June 30, 2008 and was recorded on the consolidated balance sheet as an investment in unconsolidated affiliates.

12

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In March 2006, the Company entered into a loan agreement with ChinaHR, whereby the Company has agreed to advance ChinaHR up to an aggregate of $20,000. Interest on the loans
will be assessed at the average one-month U.S. Dollar LIBOR rate plus 1% and shall be payable quarterly, 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 ChinaHR. At December 31, 2007, the total amount outstanding
under the credit facility was $20,000 and was recorded in other assets on the consolidated balance sheet. On January 30, 2008, the Company entered into a separate loan agreement with ChinaHR,
whereby the Company has agreed to advance ChinaHR up to an aggregate of $5,000 immediately and up to an additional $2,000 upon the receipt of consolidated financial statements as of and for the year
ended December 31, 2007. During the six months ended June 30, 2008, the Company advanced an additional $5,000 to ChinaHR bringing the total amount outstanding under the credit facilities
to $25,000, which was recorded as a component of other assets on the consolidated balance sheet as of June 30, 2008.

The
Company and the majority shareholders of ChinaHR are parties to a shareholders agreement that provides for various rights and obligations. The Company is currently considering its obligations
under the shareholders agreement, is continuing its due diligence review and is in advanced negotiations regarding the purchase of the remaining interest in ChinaHR. The Company remains committed to
consummating the transaction (which is estimated to occur sometime during the third quarter of 2008).

The
Company has a 25% equity investment in Finland related to a business combination completed in 2001. The Company received a dividend of $1,011 in the second quarter of 2008 for this investment.
The carrying value of the investment was $601 as of June 30, 2008 and was recorded on the consolidated balance sheet as a component of investment in unconsolidated affiliates.

Income
and loss in equity interests, net for the three and six month periods ended June 30, 2008 and 2007 are based upon unaudited financial information and are as follows by equity investment:

Three Months Ended June 30,

Six Months Ended June 30,2008

2007

2008

2007ChinaHR

$
(3,843
)
$
(3,174
)
$
(6,000
)
$
(5,263
)Finland


251


208


586


877Loss in equity interests, net

$
(3,592
)
$
(2,966
)
$
(5,414
)
$
(4,386
)


7.     RESTRUCTURING AND OTHER SPECIAL CHARGES

On
July 30, 2007, the Company announced a strategic restructuring plan intended to position the Company for sustainable long-term growth in the rapidly evolving global online
recruitment and advertising industry. The restructuring plan was originally designed to reduce the Company's workforce by approximately 800 associates. Subsequent to announcement of this plan, the
Company made a strategic decision to in-source customer service and therefore the current reduction will be approximately 700 associates. Through June 30, 2008, the Company has
notified or terminated approximately 440 associates and approximately 140 associates have voluntarily left the Company. Cumulative expense for the program since inception is $26,256. The Company
anticipates that these initiatives will reduce the growth rate of operating expenses and provide funding for investments in new product development and innovation, enhanced technology, global
advertising campaigns and selective sales force expansion.

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Table of Contents

Restructuring
and other special charges and related liability balances are as follows:

December 31,
2007

Expense

Cash
Payments

Non-Cash
Utilization(1)

June 30,
2008Workforce reduction

$
6,226

$
7,405

$
(8,404
)
$
(1,162
)
$
4,065Fixed asset write-offs


-


1,847


-


(1,847
)

-Consolidation of office facilities


459


287


(174
)

-


572Other costs and professional fees


505


120


(544
)

-


81Total

$
7,190

$
9,659

$
(9,122
)
$
(3,009
)
$
4,718


(1) Non-cash utilization includes accelerated vesting of stock-based compensation and the
write-off of fixed assets.

8.     PROPERTY AND EQUIPMENT, NET

|                                      |  |   |         |  |   |         | 
|------------------------------------- |  | - | ------- |  | - | ------- | 
|
|
|Capitalized software costs            |  | $ | 161,888 |  | $ | 135,935 | 
|Furniture and equipment               |  |   | 31,738  |  |   | 32,573  | 
|Leasehold improvements                |  |   | 29,369  |  |   | 27,272  | 
|Computer and communications equipment |  |   | 152,069 |  |   | 137,633 | 
|                                      | 
|                                      |  |   | 375,064 |  |   | 333,413 | 
|Less: accumulated depreciation        |  |   | 226,016 |  |   | 210,016 | 
|                                      | 
|Property and equipment, net           |  | $ | 149,048 |  | $ | 123,397 | 
|                                      | 

Depreciation
expense was $23,133 and $17,210 for the six months ended June 30, 2008 and 2007, respectively.

9.     STOCKHOLDERS' EQUITY

Common and Class B Common Stock

Each
share of Class B common stock is entitled to ten votes on each matter that the holders of Common Stock are entitled to vote on and is convertible, at any time, at the option of the
stockholder into one share of common stock. As of June 30, 2008, all Class B common stock is held by Andrew J. McKelvey, the Company's former Chief Executive Officer.

On
January 22, 2008, the Company, the Special Litigation Committee of the Board of Directors of the Company and Mr. McKelvey entered into a Memorandum of Understanding ("Memorandum of
Understanding"). The Memorandum of Understanding provides that, pursuant to a Settlement Agreement, Mr. McKelvey will agree, among other things, to convert (the "Conversion") all of the shares
of Class B common stock of the Company held by him into shares of common stock of the Company (thereby terminating the supervoting rights of the shares of Class B common stock). Pursuant
to the terms of the Memorandum of Understanding, Mr. McKelvey has agreed that, pending the completion of the Conversion, he shall be entitled to vote only one-tenth of the shares of
Class B common stock beneficially owned by him on all matters submitted to the holders of common stock for their vote, approval, waiver or consent. With respect to the remaining
nine-tenths of the shares of Class B common stock beneficially owned by Mr. McKelvey, he has, pursuant to the Memorandum of Understanding, given the Chief Executive Officer
of the Company an irrevocable proxy to vote such shares on all matters submitted to the holders of common stock for their vote, approval, waiver or consent in the same percentages as the aggregate
votes cast by the holders of shares of common stock (other than Mr. McKelvey) on such matters. A hearing by the Supreme Court of the State of New York, New York County, with respect to final
approval of the Company's derivative settlements,

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Table of Contents

including
the settlement with Mr. McKelvey, is scheduled for October 2, 2008. For more information, see Note 13.

Share Repurchase Plan and Share Withholdings

In November 2005, the Board of Directors authorized the Company to purchase up to $100,000 of shares of its common stock. The November 2005 share
repurchase plan was utilized fully during 2007. In September 2007, the Board of Directors authorized the Company to purchase up to an additional $250,000 of shares of its common stock. In October
2007, the Board of Directors authorized the Company to purchase an additional $100,000 of shares of its common stock under the share repurchase plan. In January 2008, the Board of Directors authorized
the Company to purchase an additional $100,000 of shares of its common stock under the share repurchase plan. All current repurchase plan authorizations expire on January 30, 2009. For the six
months ended June 30, 2008, the Company purchased 3,279,328 shares of its common stock for an aggregate purchase price of $85,138. From inception through June 30, 2008, under the
authorized repurchase plan, the Company repurchased 11,619,024 shares of its common stock for an aggregate purchase price of $381,888. The Company also withheld 47,999 shares valued at $1,189 during
the first six months of 2008 to satisfy withholding obligations upon the vesting of employee stock awards.

10.   COMPREHENSIVE INCOME

The
Company's comprehensive income is as follows:

Three Months ended
June 30,

Six Months ended
June 30,2008

2007

2008

2007Net income

$
30,830

$
28,616

$
53,421

$
68,098Foreign currency translation adjustment and other


(12,744
)

5,425


26,247


5,510Net unrealized gain (loss) on available-for-sale securities


178


(37
)

(1,370
)

(46
)Comprehensive income

$
18,264

$
34,004

$
78,298

$
73,562


11.   SEGMENT AND GEOGRAPHIC DATA

The
Company conducts business in three reportable segments: CareersNorth America; CareersInternational; and Internet Advertising & Fees. Corporate operating expenses
are not allocated to the Company's reportable segments. See Note 1 for a description of the Company's operating segments.

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

Three Months Ended
June 30,

Six Months Ended
June 30,Revenue

2008

2007

2008

2007Careers  North America

$
164,280

$
174,481

$
347,818

$
358,498Careers  International


156,673


116,845


309,945


223,051Internet Advertising & Fees


33,341


32,659


63,003


64,266Revenue

$
354,294

$
323,985

$
720,766

$
645,815


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Table of Contents



Three Months Ended
June 30,

Six Months Ended
June 30,Operating Income

2008

2007

2008

2007Careers  North America

$
58,409

$
54,579

$
98,110

$
120,457Careers  International


31,916


12,055


41,559


20,016Internet Advertising & Fees


4,656


5,679


3,225


11,741Corporate expenses


(63,732
)

(29,470
)

(78,301
)

(49,418
)Operating income

$
31,249

$
42,843

$
64,593

$
102,796




Three Months Ended
June 30,

Six Months Ended
June 30,Depreciation and Amortization

2008

2007

2008

2007Careers  North America

$
5,806

$
4,853

$
10,950

$
8,827Careers  International


6,158


4,332


11,721


8,203Internet Advertising & Fees


1,523


1,333


2,886


2,448Corporate expenses


118


245


236


539Depreciation and amortization

$
13,605

$
10,763

$
25,793

$
20,017




Three Months Ended
June 30,

Six Months Ended
June 30,Restructuring and Other Special Charges2008

2007

2008

2007Careers  North America

$
926

$
-

$
3,956

$
-Careers  International


1,400


-


4,516


-Internet Advertising & Fees


338


-


1,119


-Corporate expenses


68


-


68


-Restructuring and other special charges

$
2,732

$
-

$
9,659

$
-




Three Months Ended
June 30,

Six Months Ended
June 30,Revenue by Geographic Region

2008

2007

2008

2007United States

$
190,115

$
200,890

$
396,260

$
411,617Germany


37,491


25,521


74,994


49,762Other foreign


126,688


97,574


249,512


184,436Revenue

$
354,294

$
323,985

$
720,766

$
645,815


The
following table reconciles each reportable segment's assets to total assets reported on the Company's consolidated balance sheets:

Total Assets by Segment

June 30, 2008

December 31, 2007Careers  North America

$
586,621

$
673,353Careers  International


764,232


721,679Internet Advertising & Fees


195,606


136,851Corporate


367,732


424,057Shared assets (a)


137,518


107,140Discontinued operations


-


14,730Total assets

$
2,051,709

$
2,077,810


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The following table reconciles long-lived assets by geographic region to the Company's consolidated balance sheets:

Long-lived Assets by Geographic Region (a)

June 30, 2008

December 31, 2007United States

$
625,020

$
541,580International


246,884


232,502Total long-lived assets

$
871,904

$
774,082


12.   INCOME TAXES

The
provision for income taxes consists of provisions for federal, state and foreign income taxes. The Company operates globally with operations in various locations outside the United States.
Accordingly, the effective income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates.

The
gross liability for uncertain tax positions, under FASB Interpretation No. 48Accounting for Uncertainty in Income Taxes-an interpretation of FASB
Statement No.109(inclusive of estimated accrued interest and penalties thereon), at June 30, 2008 and December 31, 2007 is recorded as non-current
taxes payable of $119,360 and $111,108, respectively. Interest and penalties related to underpayment of income taxes are classified as a component of income tax expense in the consolidated statement
of operations.

The
Company is currently under examination in several domestic and international tax jurisdictions. Presently, no material adjustments have been proposed. At this point, it is not possible to provide
an estimate of the amount, if any, of significant changes in unrecorded tax benefits that are reasonably possible to occur within the next twelve months.

13.   STOCK OPTION INVESTIGATIONS AND LITIGATION

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

Stock Option Investigations and Related Litigation

The
Company announced on June 12, 2006 that a committee of independent directors of the Board of Directors, assisted by outside counsel, was conducting an independent investigation to review
the Company's historical stock option grant practices and related accounting.

Investigations.

The
United States Attorney's Office for the Southern District of New York ("USAO") and the SEC have informed the Company that each is conducting an investigation into its past stock option grants. In
connection with these investigations, 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 fully cooperating with the USAO and the SEC. On February 15, 2007, the Company's former General Counsel pleaded guilty to two felony counts
relating to those historical stock option grants and the SEC instituted a civil action against him. On March 26, 2007, the SEC civil action was settled pursuant to a final judgment permanently
enjoining the Company's former General Counsel from violating the federal securities laws and from acting as an officer or director of a public company. On January 23, 2008, Andrew J. McKelvey,
the

17

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former
Chairman and Chief Executive Officer of the Company, entered into a deferred prosecution agreement with the USAO. Pursuant to the deferred prosecution agreement, the USAO has agreed to defer
prosecution of Mr. McKelvey for conspiracy to commit securities fraud and securities fraud for one year and not proceed with any prosecution of Mr. McKelvey if, after one year, he has
complied with his obligations under the agreement. On January 23, 2008, the SEC commenced an action against Mr. McKelvey and, at the same time, announced a settlement with
Mr. McKelvey, pursuant to which he will be permanently enjoined from violating the federal securities laws, will pay the SEC approximately $276 in disgorgement and prejudgment interest, and
will be barred from serving as an officer or director of a public company. On April 30, 2008, James J. Treacy, who served as a senior executive of the Company from 1994 to 2002 and as a member
of the Company's Board of Directors from 1998 to 2003, was indicted for securities fraud and conspiracy in the United States District Court for the Southern District of New York. In addition, on
April 30, 2008, the SEC commenced a civil action in the United States District Court for the Southern District of New York against Mr. Treacy and Anthony Bonica, the Company's former
Controller, alleging multiple violations of the federal securities laws in connection with the Company's historical stock option grants.

ERISA Action (Taylor v. McKelvey et al., 06 CV 8322 (S.D.N.Y.)).

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. On February 16, 2007, plaintiff served an amended class action complaint. The amended complaint was purportedly brought on behalf of all
participants in the Company's 401(k) Plan (the "Plan"). On December 14, 2007, the Court granted the defendants' motions to dismiss. On February 15, 2008, plaintiff (joined by three new
proposed class representatives) filed a second amended complaint ("SAC") against the Company, three of the individuals who had been defendants in the amended complaint, and three new defendants who
are former employees of the Company. The SAC alleges that the defendants breached their fiduciary obligations to Plan participants under Sections 404, 405, 409 and 502 of the Employee
Retirement Income Security Act ("ERISA") 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 SAC seeks,
among other relief, equitable restitution, attorney's fees and an order enjoining defendants from violations of ERISA. On July 8, 2008, the Court denied defendants' motions to dismiss the SAC.
Discovery is now pending.

Derivative Actions (In re Monster Worldwide, Inc. Stock Option Derivative Litigation, Master Docket 1:06:cv 04622 (S.D.N.Y.) and Louisiana Municipal
Police Employees' Retirement System, et al. v. Paul Camara, et al., Index. No. 06 108700 (Supreme, N.Y. County)).

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 (the "Derivative Actions").

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

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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 as Louisiana
Municipal Police Employees' Retirement System, et al. v. Paul Camara, et al., Index. No. 06-108700 (Supreme, N.Y. County) (previously captioned as In re Monster
Worldwide Inc. Derivative Litigation.) 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.

On
November 21, 2006, the Board of Directors of the Company appointed a Special Litigation Committee of the Board (the "SLC") composed of independent and disinterested directors to investigate
and take whatever actions it deems appropriate with respect to the claims made in the Derivative Actions.

On
January 22, 2008, Andrew J. McKelvey, the former Chairman and Chief Executive Officer of the Company, the SLC and the Company entered into a Memorandum of Understanding providing for the
settlement of claims asserted on behalf of the Company against Mr. McKelvey in the Derivative Actions. The settlement provides that Mr. McKelvey will pay the Company $8,000 and convert
the 4,762,000 shares of Class B common stock owned by him for a like number of ordinary shares of common stock. The Memorandum of Understanding calls for the execution of a Settlement Agreement
to be subject to Court approval. Pursuant to the terms of the Memorandum of Understanding, Mr. McKelvey has agreed that, pending the completion of the conversion, he shall be entitled to vote
only one-tenth of the shares of Class B common stock beneficially owned by him on all matters submitted to the holders of common stock for their vote, approval, waiver or consent.
With respect to the remaining nine-tenths of the shares of Class B common stock beneficially owned by Mr. McKelvey, he has, pursuant to the Memorandum of Understanding, given
the Chief Executive Officer of the Company an irrevocable proxy to vote such shares on all matters submitted to the holders of common stock for their vote, approval, waiver or consent in the same
percentages as the aggregate votes cast by the holders of shares of common stock (other than Mr. McKelvey) on such matters.

Prior
to the settlement with Mr. McKelvey, the Company, with the approval of the SLC, entered into additional memoranda of understanding providing for the settlement of claims on behalf of the
Company asserted against certain other officers and directors (current and former) of the Company in the Derivative Actions. On June 2, 2008, the formal settlement agreement resolving Monster
Worldwide's claims, including those asserted in the Derivative Actions, against Mr. McKelvey and the others was presented for approval to both the Supreme Court of the State of New York, New
York County, and the United States District Court for the Southern District of New York. On June 11, 2008, the United States District Court for the Southern District of New York preliminarily
approved the settlement agreement and conditionally dismissed the federal derivative action, subject to further consideration thereof at a settlement hearing to be held by the Supreme Court of the
State of New York, New York County. Pursuant to the proposed settlement agreement, the Company will receive approximately $10,000 in cash from various individuals (inclusive of the $8,000 from
Mr. McKelvey), the Class B common stock held by Mr. McKelvey will be converted into ordinary shares of common stock, certain outstanding stock options and restricted stock units
will be cancelled and the exercise price of certain outstanding options will be increased. On July 28, 2008, the Supreme Court of the State of New York, New York County, granted preliminary
approval of the settlement agreement and scheduled an October 2, 2008 hearing with respect to final approval thereof.

Securities Class Action (In re Monster Worldwide Securities Litigation, 07 Civ. 2237 (S.D.N.Y.)).

On
or about March 15, 2007, a putative securities shareholder class action was filed by Middlesex County Retirement System against the Company and certain former employees in the United States
District Court for the Southern District of New York designated as In re Monster Worldwide Securities

19

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Litigation,
07 Civ. 2237 (S.D.N.Y.) (JSR), seeking an indeterminate amount of damages on behalf of all persons or entities, other than defendants, who purchased or acquired the securities of the
Company from May 6, 2005 until September 9, 2006. On July 9, 2007, plaintiffs filed an amended complaint in the securities class action asserting claims against the Company,
Andrew McKelvey and Myron Olesnyckyj, the Company's former General Counsel, based on an alleged violation of Section 10(b) the Exchange Act and against the individual defendants based on an
alleged violation of Section 20(a) of the Exchange Act. On July 14, 2008, the Court certified a class consisting of all of those who purchased or acquired securities of the Company from
May 5, 2005 to June 9, 2006 other than the defendants, the officers and directors of the Company, members of the immediate families of any excluded person, the legal representatives,
heirs, successors or assigns of an excluded person, any entity in which defendants have or had a controlling interest and any current of former Company employee who acquired the Company's securities
through the exercise of options. On July 30, 2008, the lead plaintiff, the Company and the individual defendants entered into a Memorandum of Understanding (the "Class Action Memorandum of
Understanding") that memorializes the terms pursuant to which the parties intend, subject to Court approval, to settle the securities class action. The Class Action Memorandum of Understanding
provides for a payment to the class by the defendants of $47,500 in full settlement of the claims asserted in the Securities Class Action. The Company's cost is anticipated to be approximately $25,000
(net of insurance and contribution from another defendant). The parties expect to enter into a formal settlement agreement in the near future and to thereafter seek court approval.

Dispute with Option Holders.

From
July 25, 2006 to December 26, 2006, the Company suspended its Registration Statement on Form S-8, resulting in a prohibition on the exercise of stock options. The
Company received correspondence from, or on behalf of, certain former employees who are grantees of certain vested stock options that were scheduled to expire or be forfeited unless exercised during
this suspension period. Due to the suspension of the Company's S-8, these individuals were precluded from exercising such options prior to the expiration date of the options. The former
employees informed the Company that they would 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.
In December 2006, the Company's Board of Directors approved the payment of approximately $5,000 to compensate certain former employees for the value of stock options that expired during the period
that the Company's equity compensation plans were suspended. In exchange for payment, the Company requested a release of any liability. The Company has made payments to, and has received releases
from, substantially all of such former employees.

Consequences Under the Internal Revenue Code.

The
Company has notified the Internal Revenue Service of the stock option review and results thereof. Under Internal Revenue Code section 162(m) ("IRC 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
addition, certain stock options which were granted on a discounted basis (exercise price is less than the fair market value of the stock on the date of grant) are subject to Internal Revenue Code
section 409A ("409A"). The provisions of 409A impose adverse consequences upon the individuals who receive such options including excise tax, additional interest charges and accelerated
inclusion in income. In January 2007, the Board approved a tender offer plan to amend certain stock options granted to approximately 60 individuals who received stock options that are subject to 409A
in order to correct the options such that they are no longer subject to this provision. The correction was made by increasing the exercise price to the same value used in connection with the financial
statement

20

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Table of Contents

restatement.
In April 2007, the tender offer was finalized and for individuals who agreed to the modification, the Company compensated them for the increase in the exercise price by paying an amount
equal to the difference in the exercise price for each option. In January 2008, the Company paid approximately $300 to these individuals.

General.

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.

Security Breach

In
August 2007, the Company announced that certain of its servers had been the subject of attacks by malicious software and that, as a result, information such as names, addresses, phone numbers, and
email addresses for job seekers with resumes posted on websites operated by the Company had been illegally downloaded. The Company does not generally collect social security numbers or financial data
about its job seekers, such as bank account information or credit card accounts. The Company responded by conducting a comprehensive review of internal processes and procedures, enhancing its
processes and procedures and notifying job seekers and employers of the attack and alerting job seekers about potential efforts to use that information to improperly obtain sensitive data from the job
seekers in so called "phishing" emails. In October 2007, in connection with the attack, the Company was requested to provide information to the staff of the Federal Trade Commission (the "FTC") in
connection with a non-public inquiry into certain information security practices of Monster. After the Company submitted such information to the FTC, the matter was resolved without
further action required by the Company. The Company has also received inquiries from certain other governmental authorities (foreign and domestic) in connection with the attack. The Company has
cooperated with these governmental authorities' inquiries and, if necessary, intends to continue to cooperate with such requests.

Litigation Relating to the Company's Discontinued Tickle Business

In
July 2006, a putative class action entitled Ed Oshaben v. Tickle Inc., Emode.com, Inc. and Monster Worldwide, Inc. (Case No. CGC-06-454538) was filed
against the Company and its Tickle Inc. subsidiary in California State Court. An amended complaint was subsequently filed. The amended complaint alleges that Tickle engaged in deceptive
consumer practices and purports to be a class action representing all users who purchased a test report from Tickle and received "unauthorized charges." The amended complaint alleges various
violations of the California consumer and unfair business practice statutes and seeks, among other things, unspecified restitution for the class, disgorgement of revenues, compensatory damages,
punitive damages, attorneys' fees and equitable relief. Discovery in this action is underway.

In
May 2008, Fotomedia Technologies, LLC filed suit against the Company's Tickle business for allegedly infringing three patents by operating photo sharing services on a website operated by
Tickle. The lawsuitentitled Fotomedia Technologies, LLC v. Fujifilm U.S.A., Inc., et al. (Civil Action No. 2:08-cv-203)is pending
in the Eastern District
of Texas and there are 23 other named defendants. The plaintiff seeks a permanent injunction and monetary relief. The Company took down the website accused of infringement for reasons unrelated to the
lawsuit and intends to vigorously defend this matter.

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Patent Claim

In
April 2008, the Company was served with an action entitledPitchware, Inc. v. Monster Worldwide, Inc.; CareerBuilder LLC;
Gannett Co., Inc.; The McClatchy Company; Microsoft Corporation; and Career Marketplace, Inc.(Case No. C08-01848), filed in the United States
District Court, Northern District of California. The Complaint alleges that certain of the features that the respective Defendants offer their users violates plaintiff's patent. The Complaint seeks
permanent injunctive and/or monetary relief. Based on the Company's initial review of the Complaint, the Company believes the claims against the Company set forth in the Complaint are without merit.

14.   SUBSEQUENT EVENTS

On
July 29, 2008, the Company's Careers  North America segment purchased Trovix, Inc., a business that provides career-related products and services that utilize advanced
search technology focusing on key attributes such as skills, work history and education, that provide users with more meaningful search results. Consideration for the acquisition was approximately
$72,500 in cash. The transaction will be accounted for in the third quarter of 2008 and the allocation of the purchase price to assets and liabilities acquired will be finalized in 2008. The Company
does not anticipate the acquisition having a material impact on financial results in 2008. Any goodwill recorded in connection with the acquisition will not be deductible for tax purposes.

On
July 30, 2008, the Company entered into a Memorandum of Understanding ("MOU") relating to a proposed settlement of the shareholder securities class action pending in the United States
District Court for the Southern District of New York relating to the Company's historical stock option granting
practices. In full settlement of the claims asserted in the shareholder securities class action, the MOU provides for a payment to the class of $47,500 of which approximately $25,100 is to be paid by
the Company. The parties expect to enter into a formal Settlement Agreement in the near future and to thereafter seek Court approval. Accordingly, $25,100 has been recorded as a provision for legal
settlements, net in the second quarter of 2008. Also recorded in the provision for legal settlements, net in the second quarter of 2008, was approximately $15,000 for estimated expenses relating to
the other outstanding litigation in connection with Monster's historical stock option granting practices.

On
July 28, 2008, the New York State Supreme Court gave preliminary approval to the settlement of the New York State Court and Federal Court derivative lawsuits, the terms of which were
previously announced. A final hearing to approve the settlement will be held on October 2, 2008.

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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. (the "Company") as of June 30, 2008, and the related consolidated statements of operations for the three and
six month periods ended June 30, 2008 and 2007 and cash flows for the six month periods ended June 30, 2008 and 2007 included in the accompanying Securities and Exchange Commission
Form 10-Q for the period ended June 30, 2008. 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 the accounting
principles generally accepted in the United States.

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, 2007, 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 11, 2008, we expressed an unqualified opinion on those consolidated financial statements. As discussed in Note 3, the Company has classified the results of operations of
Tickle Inc. as discontinued operations and accordingly the accompanying December 31, 2007 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
July 31, 2008

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

Monster
Worldwide, Inc. (together with its consolidated subsidiaries, the "Company," "Monster Worldwide", "Monster," "we," "our" or "us") makes forward-looking statements in this report and in
other reports and proxy statements that we file with the Securities and Exchange Commission (the "SEC"). In addition, we make forward-looking statements in this report and in other reports and proxy
statements that we file with the SEC. Except for historical information contained herein, the statements made in this report constitute forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements involve certain risks and uncertainties, including statements regarding the
Company's strategic direction, prospects and future results. Certain factors, including factors outside of our control, may cause actual results to differ materially from those contained in the
forward-looking statements, including economic and other conditions in the markets in which we operate, risks associated with acquisitions or dispositions, competition, ongoing costs associated with
the Company's historical stock option practices and related
litigation, costs associated with our restructuring plan and security breach, and the other risks discussed in this report and our other filings made with the SEC.

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 for the year ended December 31, 2007.

Overview

Monster
Worldwide is the premier global online employment solution, bringing people together to improve their lives, with a presence in approximately 40 countries around the world. We have been able
to build 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. For the employer, our goal
is to provide the most effective solutions and easiest to use technology to simplify the hiring process and deliver access to our community of job seekers. For job seekers, our purpose is to help
improve their careers by providing work-related content, services and advice to enhance the consumer experience.

Our
services and solutions include searchable job postings, a resume database and other career-related content. Users can search our job postings and post their resumes for free on each of our
websites. Employers pay to post jobs, search the resume database and access other career-related services.

Our
strategy has been to grow our business both organically and through strategic acquisitions and alliances where the perceived growth prospects fit our plan. We believe the growth opportunities
internationally are particularly large and believe that we are positioned to benefit from our expanded reach and increased brand recognition around the world. Our Careers 
International segment accounted for 43.0% of our consolidated revenue for the six months ended June 30, 2008, an increase of 8.5% over the comparable 2007 period. We are also positioned to
benefit from the continued secular shift towards online recruiting. Through a balanced mix of investment, strategic acquisitions and disciplined operating focus and execution, we believe we can take
advantage of this online migration to significantly grow our Careers  International business over the next several years.

We
also operate a network of websites within our Internet Advertising & Fees segment that connect companies to highly targeted audiences at critical stages in their life. Our goal is to offer
compelling online services for the users through personalization, community features and enhanced content. We believe that there are significant opportunities to monetize this website traffic through
lead generation,
display advertising and other consumer related products. We believe that these properties are appealing to advertisers and other third parties as they deliver certain discrete demographics entirely
online.

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Business Combinations

For the period January 1, 2007 through June 30, 2008, we completed two business combinations. Although the following acquired
businesses were not considered to be significant subsidiaries, either individually or in the aggregate, they do affect the comparability of results from period to period.

Acquired Business

Acquisition Date

Business SegmentAffinity Labs Inc.


January 4, 2008

Internet Advertising & FeesArbeidskamerater AS (Norway)


January 10, 2007

Careers  International


Discontinued Operations

During
the second quarter of 2008, we decided to wind-down the operations of Tickle, an online property within the Internet Advertising & Fees segment, and have classified the
results of Tickle as a discontinued operation. Our decision was based upon Tickle's non-core offerings, which no longer fit our long-term strategic growth plans and Tickle's
lack of profitability. Tickle's discontinued operations for the first six months of 2008 included the write-down of $13.2 million of long-lived assets, an income tax
benefit of $29.4 million and a net loss of $5.1 million from its operations. The income tax benefit included $25.5 million of current tax benefits for current period operating
losses and tax losses incurred upon Tickle's discontinuance and $3.9 million of deferred tax benefits for the reversal of deferred tax liabilities on long-term assets.

Also
during the year ended December 31, 2006, we disposed of businesses that collectively comprised our former Advertising & Communications operating segment. These transactions were
executed in order to focus more resources to support the growth of the Monster franchise on a global basis. For the three and six months ended June 30, 2008 and 2007, the revenue and costs
related to our discontinued and disposed of businesses were segregated from continuing operations and reflected as discontinued operations in the consolidated statement of operations and are as
follows:

Three Months Ended
June 30,

Six Months Ended
June 30,(dollars in thousands)

2008

2007

2008

2007Revenue

$
2,264

$
7,164

$
6,158

$
14,362Loss before income taxes


(16,323
)

(922
)

(18,257
)

(3,165
)Income tax benefit


(28,592
)

(345
)

(29,355
)

(1,214
)Loss from discontinued operations, net of tax

$
12,269

$
(577
)
$
11,098

$
(1,951
)


Restructuring Plan

In
July 2007, we announced a strategic restructuring plan intended to position us for sustainable long-term growth in the rapidly evolving global online recruitment and advertising
industry. The restructuring plan was originally designed to reduce the Company's workforce by approximately 800 associates while simultaneously re-investing in areas of strategic
importance, such as innovation, product and technology. Subsequent to the announcement of this plan, the Company made a strategic decision to in-source customer service and therefore the
current reduction will be approximately 700 associates. Through June 30, 2008, we have notified or terminated approximately 440 associates and approximately 140 associates have voluntarily left
the Company. The restructuring plan arose out of a review of our organizational and cost structure by our executive management team. The restructuring is intended to realign the Company's cost
structure to permit investment in key areas that will improve the customer experience, foster revenue growth and margin expansion and reduce operating expense growth rates from current levels. We have
recorded charges and accruals in connection with these restructuring initiatives and prior business reorganization plans. These accruals include estimates

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pertaining
to future lease obligations, employee separation costs and the settlements of contractual obligations resulting from our initiatives. Although we do not anticipate significant changes,
actual costs may differ from these estimates.

Results of Operations

Consolidated
operating results as a percentage of revenue for the three and six months ended June 30, 2008 and 2007 are as follows:

Three Months Ended
June 30,

Six Months Ended
June 30,2008

2007

2008

2007Revenue


100.0%


100.0%


100.0%


100.0%Salaries and related


38.4%


44.7%


38.3%


41.2%Office and general


21.3%


19.3%


20.7%


20.2%Marketing and promotion


19.5%


22.7%


25.1%


22.6%Provision for legal settlements, net


11.3%


0.0%


5.6%


0.0%Restructuring and other special charges


0.8%


0.0%


1.3%


0.0%Total operating expenses


91.2%


86.8%


91.0%


84.1%Operating income


8.8%


13.2%


9.0%


15.9%Interest and other, net


0.9%


2.1%


1.4%


1.9%Income from continuing operations before income taxes and loss in equity interests


9.7%


15.4%


10.4%


17.8%Income taxes


(3.4)%


(5.4)%


(3.8)%


(6.3)%Loss in equity interests, net


(1.0)%


(0.9)%


(0.8)%


(0.7)%Income from continuing operations


5.2%


9.0%


5.9%


10.8%Income (loss) from discontinued operations, net of tax


3.5%


(0.2)%


1.5%


(0.3)%Net income


8.7%


8.8%


7.4%


10.5%


The Three Months Ended June 30, 2008 Compared to the Three Months Ended June 30, 2007

Consolidated Revenue, Operating Expenses and Operating Income

Consolidated
revenue, operating expenses and operating income for the three months ended June 30, 2008 and 2007 are as follows:

(dollars in thousands)

2008

% of
Revenue

2007

% of
Revenue

Increase
(Decrease)

% Increase
(Decrease)Revenue

$
354,294


100.0%

$
323,985


100.0%


30,309


9.4%Salaries and related


135,879


38.4%


144,955


44.7%

$
(9,076
)

(6.3)%Office and general


75,358


21.3%


62,619


19.3%


12,739


20.3%Marketing and promotion


68,976


19.5%


73,568


22.7%


(4,592
)

(6.2)%Provision for legal settlements, net


40,100


11.3%


-


0.0%


40,100


-Restructuring and other special charges


2,732


0.8%


-


0.0%


2,732


-Operating expenses


323,045


91.2%


281,142


86.8%


41,903


14.9%Operating income

$
31,249


8.8%

$
42,843


13.2%

$
(11,594
)

(27.1)%


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Table of Contents

Our
consolidated revenue grew 9.4% in the second quarter of 2008 compared to 2007. The effect of the weakening U.S. dollar contributed approximately $14.0 million to reported revenue, or
approximately 4.3% of the overall growth. Careers - International experienced strong revenue growth throughout continental Europe and in the Asia Pacific region. Careers 
North America revenue decreased 5.8%.

Our
consolidated operating expenses grew 14.9% in the second quarter of 2008, primarily as a result of $40.1 million in provisions for legal settlements, net recorded in 2008 related to the
proposed and anticipated settlement of the class action and related lawsuits. The other operating expenses grew 0.6% reflecting our continued commitment to reinvest in critical areas such as sales,
technology, product innovation, brand support and infrastructure, as well as our efforts to contain expense growth. Included within the salaries and related expense for the quarter ended
June 30, 2007 was approximately $12.8 million of accelerated stock-based compensation expense related to former executive officers. Although overall headcount is lower by approximately
1% from the second quarter of 2007, stock based compensation, excluding the $12.8 million of accelerated expense in 2007, increased to $8.5 million in 2008 from $4.4 million in
2007, as we are providing equity and incentive compensation opportunities to a broader set of associates, designed to reward increased productivity. The effects of the weakening U.S. dollar increased
our consolidated operating expenses by approximately $10 million in the second quarter of 2008 compared to the 2007 period. Increases in office and general expenses were driven primarily by
increased expense from depreciation and amortization of $2.8 million, other professional fees of $3.0 million that included work associated with current investment projects, and
$4.3 million associated with running our new additional and existing facilities. Included in office and general expenses are $4.3 million and $5.3 million of professional fees and
expenses related to the ongoing stock option investigation for 2008 and 2007, respectively. Marketing and promotion expenses decreased $4.6 million, or 6.2%, in 2008 compared to 2007 mainly as
a result of the decision to shift more spending into the first quarter of 2008 to support the launch of the Monster re-branding efforts, an initiative that we believe will benefit future
quarters and years.

Our
consolidated operating margin was 8.8% in the second quarter of 2008, compared to 13.2% in the second quarter of 2007. Operating income decreased $11.6 million or 27.1% in the second
quarter of 2008 compared to 2007, primarily as a result of the $40.1 million provision for proposed and anticipated legal settlements, net. As a result of our restructuring and reinvestment
programs, we believe we have made solid progress in improving the Company's operating platform to facilitate future growth. Increased revenue partially offset the effects of the higher costs on
operating margin.

The
following presentation of our segment results is prepared based on the criteria we use when evaluating the performance of our business units. For these purposes, management views certain
non-cash expenses, such as depreciation expense, amortization of intangibles, amortization of stock-based compensation and non-cash restructuring and other special charges, as
a separate component of operating profit. We believe that this presentation provides important indicators of our operating strength and is useful to investors when evaluating our operating
performance.

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Careers  North America

The operating results of our Careers  North America segment for the three months ended June 30, 2008 and 2007 are as
follows:

(dollars in thousands)

2008

% of
Revenue

2007

% of
Revenue

$ (Decrease)
Increase

% (Decrease)
IncreaseRevenue

$
164,280


100.0%

$
174,481


100.0%

$
(10,201
)

(5.8)%Selling, general and administrative


96,644


58.8%


113,636


65.1%


(16,992
)

(15.0)%Depreciation and amortization (a)


9,227


5.6%


6,266


3.6%


2,961


47.3%Operating income

$
58,409


35.6%

$
54,579


31.3%

$
3,830


7.0%


Revenue
in our Careers  North America segment decreased $10.2 million or 5.8% in the second quarter of 2008, compared to the prior year period. The weaker U.S. economy
impacted overall hiring demand as customers became more deliberate with their recruiting decisions. Our business was impacted in the credit, financial services and housing sectors, reflecting the
overall weakness in these industries, as well as associated industries, such as construction and manufacturing. Partially offsetting this was growth in our government and Canadian business.

Operating
costs in our Careers  North America segment decreased primarily as the result of a 29% decrease in marketing and promotion expenditures caused by the decision to shift
more spending into the first quarter of 2008 to support the global brand re-launch efforts to reposition the Monster brand in the global marketplace. In addition, salary and related
expenses decreased by 9%, primarily the result of a 14% decrease in headcount resulting from restructuring, partially offset by an increase in stock-based compensation in 2008 of $1.1 million
compared to 2007, as a result of a broader level of associates participating in our stock-based compensation plan. The portion of Careers  North America's costs for technology
infrastructure increased by 12%, as we remain committed to investing in our product, new technology and other assets in order to sustain long-term profitability. Restructuring expenses
were $0.9 million in the second quarter of 2008. We expect to continue our cost containment efforts in order to mitigate some of the effects of the weaker U.S. economy on revenue, while still
investing in efforts to improve customer service and our technology infrastructure.

Our
Careers  North America segment generated an operating margin of 35.6% in the second quarter of 2008, compared to 31.3% reported in the comparable 2007 period. Operating income
in our Careers  North America segment increased $3.8 million or 7.0% in the second quarter of 2008 compared to the 2007 period. The increase was primarily the result of the
reduction in the operating costs items noted above; partially offset by the decrease in revenue and increases in depreciation, amortization and stock-based compensation expenses of
$3.0 million.

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Careers  International

The
operating results of our Careers  International segment for the three months ended June 30, 2008 and 2007 are as follows:

(dollars in thousands)

2008

% of
Revenue

2007

% of
Revenue

$ Increase
(Decrease)

% Increase
(Decrease)Revenue

$
156,673


100.0%

$
116,845


100.0%

$
39,828


34.1%Selling, general and administrative (a)


116,312


74.2%


99,483


85.1%


16,829


16.9%Depreciation and amortization (b)


8,445


5.4%


5,307


4.5%


3,138


59.1%Operating income

$
31,916


20.4%

$
12,055


10.3%

$
19,861


164.8%


(a)Includes
costs for restructuring and other special charges of $1,400 in 2008.

(b)Includes
$2,287 and $975 of amortization of stock-based compensation in 2008 and 2007, respectively.

Our
Careers  International segment delivered revenue growth of 34.1% in the second quarter of 2008 compared to the second quarter of 2007. We experienced strong revenue growth
throughout continental Europe with our Careers - International revenue accounting for 44.2% of consolidated revenue in 2008, compared to 36.1% in 2007. The effect of the weakening U.S. dollar
contributed approximately $13.3 million to reported revenue, or approximately 11% of the growth. Our leading position in large geographic markets across Europe and the ongoing secular shift
from print to online continued to drive revenue growth; however we did experience a slowdown in customer activity, particularly from U.S. based multi-national customers reflecting the uncertain
economic environment. In the Asia/Pacific region we continued to experience strong revenue growth. We are beginning to see signs of economic slowdown in a majority of the regions where we operate.

Our
Careers  International segment operating expenses increased primarily as a result of an 8% increase in technology infrastructure costs in the second quarter of 2008, as we
remain committed to investing in our product, new technology and other technology assets in order to sustain long-term profitability. In addition, we incurred higher salary and related
costs of 20% on essentially unchanged employee headcount, as a result of increased compensation and a broader level of associates participating in our stock-based compensation plan. The effect of the
weakening U.S. dollar contributed approximately 9% to the expense growth in 2008. Marketing costs were essentially unchanged in 2008 when compared to 2007.

Our
Careers  International segment generated an operating margin of 20.4% in the second quarter of 2008, an increase from a 10.3% reported operating margin in the comparable 2007
period. Operating income in our Careers  International segment increased $19.9 million or 164.8% in the second quarter of 2008 compared to the 2007 period. The increase was
primarily the result of an increase in revenues of $39.8 million, partially offset by higher expenses. The effect of the weakening U.S. dollar contributed approximately $5 million to
reported operating income, or 5.7%.

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Table of Contents

Internet Advertising & Fees

During the second quarter of 2008, the Company decided to wind-down the operations of Tickle, an online property within the Internet
Advertising & Fees segment, and have classified the results of Tickle as a discontinued operation. The operating results of our Internet Advertising & Fees segment for the three months
ended June 30, 2008 and 2007 are as follows:

(dollars in thousands)

2008

% of
Revenue

2007

% of
Revenue

$ (Decrease)
Increase

% (Decrease)
IncreaseRevenue

$
33,341


100.0%

$
32,659


100.0%

$
682


2.1%Selling, general and administrative (a)


25,833


77.5%


25,221


77.2%


612


2.4%Depreciation and amortization (b)


2,852


8.6%


1,759


5.4%


1,093


62.1%Operating income

$
4,656


14.0%

$
5,679


17.4%

$
(1,023
)

(18.0)%


Revenue
at our Internet Advertising & Fees segment increased 2.1% in the second quarter of 2008 compared to the second quarter of 2007. The increase in revenue is primarily as a result of
growth in sales from our Military.com website and our acquisition of Affinity Labs in January 2008, as part of our strategy to access the significant opportunities to expand our presence in online
vertical communities. Our strategic decision in 2007 to remove interstitial advertisements and student loan advertising continued to negatively impact comparable results in the second quarter.

Our
Internet Advertising & Fees segment operating expenses increased $1.7 million or 6.3% in the second quarter of 2008 compared to the 2007 period. Marketing and promotion costs
increased 58%, driven by $3.0 million of increased online media advertising, primarily from the acquisition of Affinity Labs in January of 2008. In addition, we incurred lower compensation
expense of $0.9 million related to lower cash compensation expenses, partially offset by a broader level of associates participating in our stock-based compensation plan.

Our
Internet Advertising & Fees segment generated an operating margin of 14.0% in the second quarter of 2008, a decrease from a 17.4% reported operating margin in the comparable 2007 period.
Operating income in our Internet Advertising & Fees segment decreased $1.0 million or 18.0% in the
second quarter of 2008 compared to the 2007 period. The decrease was primarily the result of the increase in operating costs noted above; partially offset by the increase in revenue.

Loss in Equity Interests, net

We reported losses in equity interests of $3.6 million and $3.0 million for the quarters ended June 30, 2008 and 2007,
respectively. The loss of $3.8 million for ChinaHR in second quarter of 2008 included higher bad debt expense. ChinaHR's 2007 second quarter loss was $3.2 million.

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Income Taxes

Income taxes for the three months ended June 30, 2008 and 2007 are as follows:

(dollars in thousands)

2008

2007

$ Change

% ChangeIncome from continuing operations before income taxes

$
34,306

$
49,746

$
(15,440
)

(31.0)%Income taxes


12,153


17,587


(5,434
)

(30.9)%Effective tax rate


35.4
%

35.4
%


Our
effective tax rates differ from the statutory rate due to the impact of state and local income taxes, tax exempt interest income, certain nondeductible expenses, foreign earnings taxed at
different tax rates, valuation allowances and accrual of interest on accrued tax liabilities. 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.

Discontinued Operations, Net of Tax

Discontinued operations for the second quarter 2008 were for the wind-down of Tickle and included the write-down of
$13.1 million of long-lived assets, an income tax benefit of $28.6 million and a pre-tax loss of $3.2 million from its operations. The 2007 results of
$0.6 million were for Tickle and the disposed of businesses that collectively comprised the former Advertising & Communications operating segment.

Earnings Per Share

Diluted earnings per share from continuing operations decreased 31.8% in the second quarter of 2008 period, primarily as a result of lower operating
income and lower non-operating income, partially offset by lower income taxes and a decrease in weighted average diluted shares. Diluted weighted average shares outstanding decreased
approximately 11.6 million shares, primarily as a result of the repurchase of 10.6 million shares of common stock since August 2007 and a lower average share price in 2008. Net income
was 8.7% of total revenue in the second quarter of 2008, compared to 8.8% in the second quarter of 2007.

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The Six Months Ended June 30, 2008 Compared to the Six Months Ended June 30, 2007

Consolidated Revenue, Operating Expenses and Operating Income

Consolidated revenue, operating expenses and operating income for the six months ended June 30, 2008 and 2007 are as follows:

(dollars in thousands)

2008

% of
Revenue

2007

% of
Revenue

Increase
(Decrease)

% Increase
(Decrease)Revenue

$
720,766


100.0%

$
645,815


100.0%

$
74,951


11.6%Salaries and related


276,327


38.3%


266,319


41.2%


10,008


3.8%Office and general


149,257


20.7%


130,623


20.2%


18,634


14.3%Marketing and promotion


180,830


25.1%


146,077


22.6%


34,753


23.8%Provision for legal settlements, net


40,100


5.6%


-


0.0%


40,100


-Restructuring and other special charges


9,659


1.3%


-


0.0%


9,659


-Operating expenses


656,173


91.0%


543,019


84.1%


113,154


20.8%Operating income

$
64,593


9.0%

$
102,796


15.9%

$
(38,203
)

(37.2)%


Our
consolidated revenue grew 11.6% in the first six months of 2008 compared to 2007. The effect of the weakening U.S. dollar contributed approximately $26.9 million to reported revenue, or
approximately 4.2% of the overall growth. Careers  International experienced strong revenue growth throughout continental Europe and in the Asia Pacific region.
Careers  North America revenue decreased 3.0%.

Our
consolidated operating expenses grew 20.8% in first six months of 2008, primarily as a result of 2008 expenses of $40.1 million in provision for legal settlements, net for the proposed
settlement of the class action and related lawsuits, as well as increases in every major line item over the comparable 2007 period. Marketing and promotion expenses increased $34.8 million, or
23.8%, as a result of approximately $31.3 million of incremental marketing expenses associated with media placement and production costs for the global brand re-launch in January
2008. The Company made a strategic decision to reinvigorate and re-launch the Monster brand, on a global basis, an initiative that we believe will benefit future quarters and years.
Included within the salaries and related expense for the six months ended June 30, 2007 was approximately $12.8 million of accelerated stock-based compensation expense related to former
executive officers. Although overall headcount is down approximately 1% in 2008 from 2007, stock-based compensation was approximately $13.9 million for the first six months of 2008, compared to
$8.7 million for the same period of 2007, excluding the $12.8 million of accelerated expense, as we are providing equity and incentive compensation opportunities to a broader section of
our associates designed to reward increased productivity. The effects of the weakening U.S. dollar increased our consolidated operating expenses by approximately $20.7 million in the first six
months of 2008 compared to the comparable 2007 period. Increases in office and general expenses primarily resulted from additional depreciation and amortization of $5.8 million, costs
associated with annual regional sales conferences that launched our new brand strategy in the beginning of the year and $8.3 million of costs associated with running our new additional and
existing facilities. Included in office and general expenses are professional fees and expenses related to the ongoing stock option investigation of $7.2 million and $15.2 million in the
first six months of 2008 and 2007, respectively. Restructuring expense was $9.7 million in 2008 and as a result of our restructuring and reinvestment programs; we believe we have made solid
progress in improving the Company's operating platform to facilitate future growth.

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Our
consolidated operating margin was 9.0% in the first six months of 2008, compared to 15.9% in 2007. Operating income decreased $38.2 million in 2008 compared to the same period in 2007,
primarily
from inclusion in 2008 of $40.1 million for a provision for proposed and anticipated net legal settlements and $9.7 million of restructuring expense compared to the 2007 period.

Careers  North America

The operating results of our Careers  North America segment for the six months ended June 30, 2008 and 2007 are as
follows:

(dollars in thousands)

2008

% of
Revenue

2007

% of
Revenue

$ (Decrease)
Increase

% (Decrease)
IncreaseRevenue

$
347,818


100.0%

$
358,498


100.0%

$
(10,680
)

(3.0)%Selling, general and administrative (a)


232,580


66.9%


226,503


63.2%


6,077


2.7%Depreciation and amortization (b)


17,128


4.9%


11,538


3.2%


5,590


48.4%Operating income

$
98,110


28.2%

$
120,457


33.6%

$
(22,347
)

(18.6)%


Revenue
in our Careers  North America segment decreased $10.7 million or 3.0% in the first six months of 2008, compared to the prior year period. The weaker U.S. economy
impacted overall hiring demand as customers became more deliberate with their recruiting decisions. In addition, our business was impacted in the credit, financial services and housing sectors,
reflecting the overall weakness in these industries, as well as associated industries such as construction and manufacturing. Partially offsetting this was growth in our government and Canadian
business.

Operating
costs in our Careers  North America segment increased primarily as the result of a 10% increase in marketing and promotion expenditures related to our global brand
re-launch in January 2008. The brand re-launch was part of our decision to reposition the Monster brand in the global marketplace with an aggressive and integrated marketing
and promotion program. As a result of the brand re-launch, we incurred approximately $17.8 million of incremental marketing cost for the North American business. Restructuring
expenses were $4.0 million in the first six months of 2008. Technology infrastructure costs increased by 18%, as we remain committed to investing in our product, new technology and other assets
in order to sustain long-term profitability. Salary and related expenses decreased by 12%, resulting from the impacts of the restructuring program, which have driven a 14% decrease in
headcount compared to the prior year period. The decrease in salary and related expense was partially offset by an increase of $0.7 million in stock-based compensation, consistent with a
broader associate segment receiving equity and incentive compensation opportunities.

Our
Careers  North America segment generated an operating margin of 28.2% in the first six months of 2008, compared to 33.6% reported in the comparable 2007 period. Operating
income in our Careers  North America segment decreased $22.3 million or 18.6% in the first six months of 2008 compared to the comparable 2007 period. The decrease was the
result of the decrease in revenue and increase in operating costs.

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Careers  International

The operating results of our Careers  International segment for the six months ended June 30, 2008 and 2007 are as
follows:

(dollars in thousands)

2008

% of
Revenue

2007

% of
Revenue

$ (Decrease)
Increase

% (Decrease)
IncreaseRevenue

$
309,945


100.0%

$
223,051


100.0%

$
86,894


39.0%Selling, general and administrative (a)


252,922


81.6%


193,095


86.6%


59,827


31.0%Depreciation and amortization (b)


15,464


5.0%


9,940


4.5%


5,524


55.6%Operating income

$
41,559


13.4%

$
20,016


9.0%

$
21,543


107.6%


Our
Careers  International segment delivered revenue growth of 39.0% in the first six months of 2008 compared to the first six months of 2007. We experienced strong revenue growth
throughout continental Europe with our CareersInternational revenue accounting for 43.0% of consolidated revenue in 2008, compared to 34.5% in 2007. The effect of the weakening U.S.
dollar contributed approximately $25 million to reported revenue, or approximately 11% of the growth. Our leading position in large geographic markets across Europe and the ongoing secular
shift from print to online continued to drive revenue growth; however toward the end of the six months we did experience a slowdown in customer activity, particularly from U.S. based multi-national
customers reflecting the uncertain economic environment. In the Asia/Pacific region we continued to experience strong revenue growth. We are beginning to see signs of economic slowdown in a majority
of the regions where we operate.

Our
Careers  International segment operating expenses increased in the first six months of 2008, compared to the 2007 period, primarily as a result of a 14% increase in marketing
and promotion expenditures, which included approximately $13 million of incremental marketing costs related to the global brand re-launch in the first quarter of 2008. Technology
infrastructure costs increased in 2008 by 23%, as we remain committed to investing in our product, new technology and other technology assets in order to sustain long-term profitability.
In addition, we incurred higher salary and related costs, primarily due to increased compensation and a broader level of associates participating in our equity compensation plan. The effect of the
weakening
U.S. dollar contributed approximately $21 million to operating expense in the first six months of 2008, compared to the 2007 period.

Our
Careers  International segment generated an operating margin of 13.4% in the first six months of 2008, an increase from a 9.0% reported operating margin in the comparable 2007
period. Operating income in our Careers  International segment increased $21.5 million or 107.6% in the first six months of 2008 compared to the comparable 2007 period. The
increase was primarily the result of an increase in revenues of $86.9 million, offset by higher expenses. The effect of the weakening U.S. dollar contributed approximately $4 million to
reported operating income, or 5.7%.

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Internet Advertising & Fees

The operating results of our Internet Advertising & Fees segment for the six months ended June 30, 2008 and 2007 are as follows:

(dollars in thousands)

2008

% of
Revenue

2007

% of
Revenue

$ (Decrease)
Increase

% (Decrease)
IncreaseRevenue

$
63,003


100.0%

$
64,266


100.0%

$
(1,263
)

(2.0)%Selling, general and administrative (a)


54,703


86.8%


49,358


76.8%


5,345


10.8%Depreciation and amortization (b)


5,075


8.1%


3,167


4.9%


1,908


60.2%Operating income

$
3,225


5.1%

$
11,741


18.3

$
(8,516
)

(72.5)%


(a)Includes
costs for restructuring and other special charges of $1,119 and security breach remediation of $41 in 2008.

(b)Includes
$2,189 and $719 of amortization of stock-based compensation in 2008 and 2007, respectively.

Revenue
at our Internet Advertising & Fees segment decreased 2.0% in the first six months of 2008 compared to the first six months of 2007. Our strategic decision in 2007 to remove interstitial
advertisements and student loan advertising continued to negatively impact comparable results. We also experienced lower demand from financial services customers. We acquired Affinity Labs in January
2008, as part of our strategy to access the significant opportunities to expand our presence in online vertical communities.

Operating
costs at our Internet Advertising & Fees segment increased $7.3 million, or 13.8% in the first six months of 2008 compared to the first six months of 2007. Marketing and
promotion costs increased $8.2 million, primarily from the acquisition of Affinity Labs and additional online advertising expenses and $0.7 million in incremental costs for the global
brand re-launch. Stock-based compensation increased $1.5 million due to a broader level of associates participating in our equity compensation plan.

Our
Internet Advertising & Fees segment generated an operating margin of 5.1% in the first six months of 2008, a decrease from 18.3% reported operating margin in the comparable 2007 period. Our
Internet Advertising & Fees segment posted operating income of $3.2 million in the first six months of 2008, a decline from operating income of $11.7 million in the first six
months of 2007, as a result of increased costs and lower revenues.

Loss in Equity Interests, Net

We reported losses in equity interests of $5.4 million and $4.4 million for the six months ended June 30, 2008 and 2007,
respectively. The loss of $6.0 million for ChinaHR in the first six months of 2008 included an increase in bad debt expense, which caused the loss to be higher than the comparable 2007 period.

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Income Taxes

Income taxes for the six months ended June 30, 2008 and 2007 are as follows:

(dollars in thousands)

2008

2007

$ Change

% ChangeIncome from continuing operations before income taxes

$
75,033

$
115,112

$
(40,079
)

(34.8
)%Income taxes


27,296


40,677


(13,381
)

(32.9
)%Effective tax rate


36.4
%

35.3
%


Our
effective tax rates differ from the statutory rate due to the impact of state and local income taxes, tax exempt interest income, certain nondeductible expenses, foreign earnings taxed at
different tax rates, valuation allowances and accrual of interest on accrued tax liabilities. 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.

Discontinued Operations, Net of Tax

Discontinued operations for the first six months of 2008 were for the wind-down of Tickle and included the write-down of
$13.1 million of long-lived assets, an income tax benefit of $29.4 million and a net pre-tax loss of $5.2 million from its operations. The 2007 results of
$2.0 million were primarily for Tickle operations of $1.4 million and the disposed of businesses that collectively comprised the former Advertising & Communications operating
segment.

Earnings Per Share

Diluted earnings per share from continuing operations decreased 34.0% in the 2008 period, primarily as a result of lower operating income, as a
result of the inclusion of $40.1 million in a provision for proposed and anticipated net legal settlements, partially offset by a lower tax provision and lower diluted average shares
outstanding. Diluted weighted average shares outstanding decreased approximately 10.8 million shares, primarily as a result of the repurchase of 10.6 million shares of common stock since
August 2007 and a lower average share price. Net income was 7.4% of total revenue in the first six months of 2008, compared to 10.5% in the first six months of 2007.

Financial Condition

The following tables detail our cash and cash equivalents, marketable securities and cash flow components:

ChangeJune 30,
2008

December 31,
2007(dollars in thousands)

$

%Cash and cash equivalents

$
365,454

$
129,744

$
235,710


181.7%Marketable securities (current and non-current)


167,909


448,703


(280,794
)

(62.6)%Cash and cash equivalents and marketable securities

$
533,363

$
578,447

$
(45,084
)

(7.8)%Percentage of total assets


26.0%


27.8%


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Consolidated
cash flows for the six months ended June 30, 2008 and 2007 are as follows:

Change(dollars in thousands)

2008

2007

$

%Cash provided by operating activities of continuing operations

$
152,170

$
137,392

$
14,778


10.8%Cash provided by (used for) investing activities of continuing operations


163,654


(135,891
)

299,545


220.4%Cash (used for) provided by financing activities of continuing operations


(85,308
)

33,840


(119,148
)

(352.1)%Cash used in discontinued operations


(3,129
)

(5,482
)

2,353


42.9%Effect of exchange rates on cash


8,323


2,000


6,323


316.2%


Our
principal capital requirements have been to fund (i) working capital, (ii) marketing and development of our Monster network, (iii) acquisitions, (iv) capital
expenditures and (v) share repurchases. We and the majority shareholders of ChinaHR are parties to a shareholders agreement that provides for various rights and obligations. We are currently
considering our obligations under the shareholders agreement, are continuing our due diligence review and are in advanced negotiations regarding the purchase of the remaining interest in ChinaHR. We
remain committed to consummating the transaction (which is estimated to occur sometime during the third quarter of 2008). On January 30, 2008, we entered into a loan agreement with ChinaHR,
whereby we agreed to advance ChinaHR up to an aggregate of $5.0 million immediately and up to an additional $2.0 million upon the receipt of consolidated financial statements as of and
for the year ended December 31, 2007 for ChinaHR. Through June 30, 2008, we have advanced ChinaHR $5.0 million. These loan agreements are in addition to the $20.0 million
in advances made to ChinaHR in 2006 and 2007. We may purchase shares of our common stock from time to time, pursuant to the share repurchase program, as conditions warrant.

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, commercial paper that matures within three months of its origination date and in marketable securities, which are usually highly liquid and are of
high-quality investment grade with the intent to make such funds readily available for operating and strategic long-term investment purposes.

As
of June 30, 2008, the Company held $100.7 million (at par and cost value) of investments in auction rate securities. These securities are variable-rate debt instruments
whose underlying agreements have contractual maturities of up to 35 years. The majority of these securities have been issued by state related higher education agencies and are collateralized by
student loans guaranteed by the U.S. Department of Education. Based on a third party valuation and an analysis of other-than-temporary impairment factors, our auction rate
securities were written down to an estimated fair value of $99.3 million, resulting in an unrealized loss of $1.4 million. This loss is deemed to be a temporary impairment and has been
reflected in accumulated other comprehensive income, a component of shareholders' equity. See information regarding the valuation of auction rate securities on page 42, Item 3
Quantitative And Qualitative Disclosures About Market Risk.

We
believe that our current cash and cash equivalents, marketable securities, revolving credit facility and cash we anticipate generating 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.

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During
the first six months of 2008, we recorded $7.2 million of professional fees as a direct result of the investigation into our historical stock option grant practices and related
accounting. These costs were recorded as a component of office and general expenses and primarily relate to professional services for legal fees. We expect to continue to incur significant
professional fees related to the ongoing stock option investigation. While we cannot quantify or estimate the timing of these costs throughout 2008 and into the future, they primarily relate to legal
fees paid on behalf of current and former employees, fees paid in defense of shareholder litigation and potential fines or settlements.

We
paid approximately $25.0 million for income taxes during the first six months of 2008, for our 2008 and a portion of our 2007 income tax liability. In 2008, we expect to continue to pay U.S.
domestic income tax on a quarterly basis and continue to utilize tax losses in many foreign tax jurisdictions to substantially reduce our cash tax liability. We have utilized all of our U.S. Federal
tax loss carry-forwards, with the exception of certain acquired losses whose utilization is subject to an annual limitation.

As
of June 30, 2008, we had cash and cash equivalents and total marketable securities of $533.4 million, compared to $578.4 million as of December 31, 2007. Our decrease in
cash and total marketable securities of $45.0 million in the first six months of 2008, primarily results from our repurchase of 3.3 million shares of our common stock for
$85.1 million, our acquisition of Affinity Labs Inc. for $61.6 million, net of cash acquired, and $50.2 million of capital expenditures. Cash flows from operating
activities of $149.0 million partially offset these items.

Cash
provided by operating activities was $149.0 million for the six months ended June 30, 2008, an increase from $132.2 million in the first six months of 2007. The increases in
accounts receivable of $62.3 million in 2008 when compared to 2007 were partially offset by decreases in deferred revenue of $62.0 million, accounts payable and other accrued liabilities
of $10.8 million and a decrease in net income of $14.7 million, primarily from the net after tax effect of the provision for legal settlements, net. Payments related to the restructuring
were $9.1 million in 2008.

We
generated $163.7 million of cash for investing activities for the six months ended June 30, 2008, primarily from net sales of marketable securities of $279.4 million, as we
invested in shorter term securities with higher liquidity for the continued share repurchase program, other operating requirements, the Affinity Labs acquisition and capital expenditures. We used cash
in 2008 to acquire Affinity Labs, Inc. for $61.6 million, net of cash acquired, and invested in capital expenditures of $50.2 million, as we expanded our infrastructure and
systems in North America and Europe. Additionally, we funded $5.0 million to ChinaHR pursuant to the agreement with them.

We
used cash for financing activities in the six months ended June 30, 2008 of $85.3 million, primarily to repurchase 3.3 million shares of our common stock for
$85.1 million under the share repurchase program and used an additional $1.2 million for other share repurchases.

In
2005, the Board of Directors approved a share repurchase plan, authorizing us to purchase up to $100 million of shares of our common stock. The November 2005 share repurchase plan was
utilized fully during 2007. In 2007, the Board approved share repurchase plans authorizing us to purchase up to an additional $350 million of shares of our common stock. On January 30,
2008, the Board authorized us to purchase an additional $100 million of shares of our common stock under the share repurchase plan. As of June 30, 2008, we have authorization to purchase
up to an additional $168.1 million shares of our common stock and all current repurchase plan authorizations expire on January 30, 2009.

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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. 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

Careers (North America and International).Our Careers segments predominately earn revenue from the placement of job postings on the websites within the Monster
network, access to the 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,
based upon customer usage patterns. 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. Accounts receivable are reviewed for those that may potentially be uncollectible and any account balances that are determined to be uncollectible are included in the
allowance for doubtful accounts.

Internet Advertising & Fees.Our Internet Advertising & Fees segment primarily earns revenue from the display of advertisements on the Monster
network of websites, "click-throughs" on text based links and leads provided to advertisers. We recognize revenue for online advertising as "impressions" are delivered. An impression is delivered when
an advertisement appears in pages viewed by our users. We recognize revenue from the display of click-throughs on text based links as click-throughs occur. A click-through occurs when a user
clicks on an advertiser's listing. Revenue from lead generation is recognized as leads are delivered to advertisers. Unearned revenues are reported on the balance sheet as deferred revenue. Accounts
receivable are reviewed for those that may potentially be uncollectible and any account balances that are determined to be uncollectible are included in the allowance for doubtful accounts.

Fair Value Measurements

The Company reviews impairments associated with its investment in marketable securities to determine the classification of the impairment as
"temporary" or "other-than-temporary" in accordance with Financial Accounting Standards Board ("FASB") Staff Position Nos. SFAS 115-1 and 124-1, The Meaning of Other-Than-Temporary-Impairment and Its Application to
Certain Investments. A temporary impairment charge results
in an unrealized loss being recorded in the other comprehensive income

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component
of stockholders' equity. Such an unrealized loss does not reduce net income for the applicable accounting period because the loss is viewed as temporary. In connection with the reviews for
impairment, the Company is required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of its investments based upon its assumptions, estimates
and judgments in light of historical experience, current trends and other factors that the Company's management believes to be relevant. 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.

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 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 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 utilize the liability method of accounting for income taxes as set forth in Statement of Financial Accounting Standards ("SFAS") No. 109, Accounting for Income Taxes. Under the
liability method, deferred taxes are determined based on the temporary differences between the financial
statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the

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basis
differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In determining the need for valuation allowances
we consider projected future taxable income and the availability of tax planning strategies. If in the future we determine that we would not be able to realize our recorded deferred tax assets, an
increase in the valuation allowance would be recorded, decreasing earnings in the period in which such determination is made.

We
assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date.
For those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, we have recorded the largest amount of tax benefit that may potentially be realized upon
ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is a less than 50% likelihood that a tax benefit will be
sustained, no tax benefit has been recognized in the financial statements.

Stock-Based Compensation

As of January 1, 2006, we adopted SFAS No. 123(R),Share-Based Payment, which requires
measurement of compensation cost for all stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of
restricted stock and restricted stock units is determined based on the number of shares granted and the quoted price of our common stock on the date of grant. Such value is recognized as expense
ratably over the requisite service period, which is generally the vesting period, net of forfeitures. The estimation of stock awards that will ultimately vest requires judgment, and to the extent
actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. Actual results and future estimates
may differ from our current estimates.

Equity Investments

Gains and losses in equity interests for the periods presented, resulting from our equity method investments in ChinaHR and a business in Finland,
are based on unaudited financial information of those businesses. Although we do not anticipate material differences, audited results may differ.

Recent Accounting Pronouncements

Effective January 1, 2008, the Company adopted SFAS No. 157,Fair Value Measurements,
("SFAS 157") for financial assets and liabilities and any other assets and liabilities carried at fair value. This pronouncement defines fair value, establishes a framework for measuring fair
value and expands disclosures about fair value measurements. On November 14, 2007, the FASB agreed to a
one-year deferral for the implementation of SFAS 157 for other non-financial assets and liabilities. The Company's adoption of SFAS 157 did not have a material
effect on the Company's consolidated financial statements for financial assets and liabilities and any other assets and liabilities carried at fair value.

On
December 4, 2007, the FASB issued SFAS 141(R),Business Combinations("SFAS 141R"). SFAS 141R replaces SFAS 141, Business Combinationsand applies to all transactions or other events in which an entity obtains control of one or more businesses. SFAS 141R
requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair
value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose additional information needed to evaluate and understand the nature and
financial effect of the business combination. SFAS 141R is effective prospectively for fiscal years beginning after December 15, 2008 and may not be applied

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before
that date. The Company is currently evaluating the impact, if any, that the adoption of SFAS 141R will have on its consolidated results of operations and financial condition.

On
December 4, 2007, the FASB also issued SFAS 160,Noncontrolling Interests in Consolidated Financial Statements("SFAS 160").
SFAS 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest (or minority interests) in a subsidiary and for the deconsolidation of a subsidiary by
requiring all noncontrolling interests in subsidiaries be reported in the same way, as equity in the consolidated financial statements and eliminates the diversity in accounting for transactions
between an entity and noncontrolling interests by requiring they be treated as equity transactions. SFAS 160 is effective prospectively for fiscal years beginning after December 15, 2008
and may not be applied before that date. The Company is currently evaluating the impact, if any, that the adoption of SFAS 160 will have on its consolidated results of operations and financial
condition.

On
March 19, 2008, the FASB issued SFAS No. 161,"Disclosures about Derivative Instruments and Hedging Activities, an amendment of SFAS
No. 133"("SFAS 161"). SFAS 161 requires enhanced disclosures about an entity's derivative and hedging activities and is effective for fiscal years and
interim periods beginning after November 15, 2008. The Company is currently evaluating the additional disclosures required by SFAS 161.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

We
limit our credit risk by investing primarily in AAA/Aaa rated securities as rated by Standard & Poor's and Moody's rating services and restricting amounts that can be invested with any
single issuer.

As
of June 30, 2008, our investments included $100.7 million of auction-rate securities that are collateralized by debt obligations supported by student loans, of which
approximately 91% of the underlying student loans are substantially guaranteed by the U.S. government. There is no assurance that successful auctions on the remaining auction-rate
securities in our investment portfolio will continue to succeed. As of June 30, 2008, unrealized losses on these investments were $1.4 million. As of June 30, 2008, all other
unrealized gains, net, on marketable securities were less than $0.1 million.

The
instability in the credit markets may affect our ability to liquidate these auction rate securities in the short term. The Company believes that the failed auctions experienced to date are not a
result of the deterioration of the underlying credit quality of the securities and the company continues to believe that it will ultimately recover all amounts invested in these securities. In
addition, we believe that any potential future unrealized gain or loss associated with these auction rate securities will be temporary and will be recorded in accumulated other comprehensive income in
our consolidated statement of financial position. The Company will continue to evaluate the fair value of its investments in auction rate securities each reporting period for a potential
other-than-temporary impairment. If such losses become permanent, an impairment charge would be recorded to our consolidated statement of operations. In addition, if such loses
become permanent in the future and if the Company's liquidity is insufficient at that time, such loses could have a material adverse affect on our results of operations and financial condition.

The
Company uses third party valuation and analysis to estimate the fair value of its auction rate securities and this valuation considered, among other factors, i) the credit quality of the
underlying collateral (typically student loans); ii) the financial strength of the counterparties (typically state related higher education agencies) and the guarantors (including the U.S.
Department of Education); iii) an estimate of when the next successful auction date will occur; and iv) the formula applicable to each security which defines the interest rate paid to
investors in the event of a failed auction, forward projections of the interest rate benchmarks specified in such formulas, a tax exempt discount margin

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for
the cash flow discount and all applicable embedded options such as the put, call and sinking fund features.

The
Company also used available data sources for market observables, which were primarily derived from third-party research provided by or available from well-recognized research entities
and sources. To the extent market observables were not available as of the valuation date, a statistical model was used to project the variables based on the historical data and in cases where
historical data was not available comparable securities or a benchmark index was identified and used for estimation. When comparables were not available, industrial averages were used or standard
assumptions based on industry practices were used.

We
have a presence in approximately 40 countries around the world. For the six months ended June 30, 2008, approximately 45.0% of our revenue was earned outside the United States and collected
in local currency and related operating expenses were also paid in such corresponding local currency. Accordingly, we will be subject to risk for exchange rate fluctuations between such local
currencies and the U.S. dollar.

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 six months ended June 30, 2008, our cumulative translation adjustment account increased $26.2 million, primarily
attributable to the weakening of the U.S. dollar against the Euro and Swedish Krona, partially offset by the U.S. dollar strengthening against the Korean Won.

ITEM 4.    CONTROLS AND PROCEDURES

Monster Worldwide maintains "disclosure controls and procedures," as such term is defined under Securities Exchange Act
Rule 13a-15(e), that are designed to ensure that information required 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. Based upon their evaluation and subject to the foregoing, the Chief Executive Officer and Chief
Financial Officer concluded that Monster Worldwide's disclosure controls and procedures were effective in ensuring that material information relating to Monster Worldwide is made known to the Chief
Executive Officer and Chief Financial Officer by others within Monster Worldwide 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.

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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. Aside from the matters discussed below, the
Company is not involved in any pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect on its financial condition or results of
operations.

Stock Option Investigations and Related Litigation

The Company announced on June 12, 2006 that a committee of independent directors of the Board of Directors, assisted by outside counsel, was
conducting an independent investigation to review the Company's historical stock option grant practices and related accounting.

Investigations.

The United States Attorney's Office for the Southern District of New York ("USAO") and the SEC have informed the Company that each is conducting an
investigation into its past stock option grants. In connection with these investigations, 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 fully cooperating with the USAO and the SEC. On February 15, 2007, the Company's former General
Counsel pleaded guilty to two felony counts relating to those historical stock option grants and the SEC instituted a civil action against him. On March 26, 2007, the SEC civil action was
settled pursuant to a final judgment permanently enjoining our former General Counsel from violating the federal securities laws and from acting as an officer or director of a public company. On
January 23, 2008, Andrew J. McKelvey, the former Chairman and Chief Executive Officer of the Company, entered into a deferred prosecution agreement with the USAO. Pursuant to the deferred
prosecution agreement, the USAO has agreed to defer prosecution of Mr. McKelvey for conspiracy to commit securities fraud and securities fraud for one year and not proceed with any prosecution
of Mr. McKelvey if, after one year, he has complied with his obligations under the agreement. On January 23, 2008, the SEC commenced an action against Mr. McKelvey and, at the
same time, announced a settlement with Mr. McKelvey, pursuant to which he will be permanently enjoined from violating the federal securities laws, will pay the SEC $275,990 in disgorgement and
prejudgment interest, and will be barred from serving as an officer or director of a public company. On April 30, 2008, James J. Treacy, who served as a senior executive of the Company from
1994 to 2002 and as a member of the Company's Board of Directors from 1998 to 2003, was indicted for securities fraud and conspiracy in the United States District Court for the Southern District of
New York. In addition, on April 30, 2008, the SEC commenced a civil action in the United States District Court for the Southern District of New York against Mr. Treacy and Anthony
Bonica, the Company's former Controller, alleging multiple violations of the federal securities laws in connection with the Company's historical stock option grants.

ERISA Action (Taylor v. McKelvey et al., 06 CV 8322 (S.D.N.Y.)).

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. On February 16, 2007, plaintiff served an amended class action complaint. The amended
complaint was purportedly brought on behalf of all participants in the Company's 401(k) Plan (the "Plan"). On December 14, 2007, the Court granted the defendants' motions to dismiss. On
February 15, 2008, plaintiff (joined by three new proposed class representatives) filed a second amended complaint ("SAC") against the Company, three of the individuals who had been defendants
in the amended complaint, and three new defendants who are former employees of the Company. The SAC alleges that the defendants breached their fiduciary obligations to Plan participants under
Sections 404, 405, 409 and 502 of the Employee Retirement Income Security Act

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("ERISA")
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 SAC seeks, among other relief, equitable restitution, attorney's fees and an order enjoining defendants from violations of ERISA. On July 8, 2008, the Court denied defendants' motions to
dismiss the SAC. Discovery is now pending.

Derivative Actions (In re Monster Worldwide, Inc. Stock Option Derivative Litigation, Master Docket 1:06:cv 04622 (S.D.N.Y.) and Louisiana Municipal
Police Employees' Retirement System, et al. v. Paul Camara, et al., Index. No. 06 108700 (Supreme, N.Y. County)).

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 (the "Derivative Actions").

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

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 as Louisiana
Municipal Police Employees' Retirement System, et al. v. Paul Camara, et al., Index. No. 06-108700 (Supreme, N.Y. County) (previously captioned as In re Monster
Worldwide, Inc. Derivative Litigation). 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.

On
November 21, 2006, the Board of Directors of the Company appointed a Special Litigation Committee of the Board (the "SLC") composed of independent and disinterested directors to investigate
and take whatever actions it deems appropriate with respect to the claims made in the Derivative Actions.

On
January 22, 2008, Andrew J. McKelvey, the former Chairman and Chief Executive Officer of the Company, the SLC and the Company entered into a Memorandum of Understanding providing for the
settlement of claims asserted on behalf of the Company against Mr. McKelvey in the Derivative Actions. The settlement provides that Mr. McKelvey will pay the Company $8 million
and convert the 4,762,000 shares of Class B common stock owned by him for a like number of ordinary shares of common stock. The Memorandum of Understanding calls for the execution of a
Settlement Agreement to be subject to Court approval. Pursuant to the terms of the Memorandum of Understanding, Mr. McKelvey has agreed that, pending the completion of the conversion, he shall
be entitled to vote only one-tenth of the shares of Class B common stock beneficially owned by him on all matters submitted to the holders of common stock for their vote, approval,
waiver or consent. With respect to the remaining nine-tenths of the shares of Class B common stock beneficially owned by Mr. McKelvey, he has, pursuant to the Memorandum of
Understanding, given the Chief Executive Officer of the Company an irrevocable proxy to vote such shares on all matters submitted to the holders of common stock for their vote, approval, waiver or
consent in the same percentages as the aggregate votes cast by the holders of shares of common stock (other than Mr. McKelvey) on such matters.

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Prior
to the settlement with Mr. McKelvey, the Company, with the approval of the SLC, entered into additional memoranda of understanding providing for the settlement of claims on behalf of the
Company asserted against certain other officers and directors (current and former) of the Company in the Derivative Actions. On June 2, 2008, the formal settlement agreement resolving Monster
Worldwide's claims, including those asserted in the Derivative Actions, against Mr. McKelvey and the others was presented for approval to both the Supreme Court of the State of New York and the
U.S. District Court for the Southern District of New York. With respect to the consolidated federal derivative actions, the United States District Court for the Southern District of New York has
preliminarily approved the settlement agreement and conditionally dismissed the federal derivative action, subject to further consideration thereof at a settlement hearing to be held by the Supreme
Court of the State of New York, New York County. Pursuant to the proposed settlement agreement, the Company will receive approximately $10 million in cash from various individuals (inclusive of
the $8 million from Mr. McKelvey), the Class B common stock held by Mr. McKelvey will be converted into ordinary shares of common stock, certain outstanding stock options
and restricted stock units will be cancelled and the exercise price of certain outstanding options will be increased. On July 28, 2008, the Supreme Court of the State of New York, New York
County, granted preliminary approval of the settlement agreement and scheduled an October 2, 2008 hearing with respect to final approval thereof.

Securities Class Action (In re Monster Worldwide Securities Litigation, 07 Civ. 2237 (S.D.N.Y.)).

On or about March 15, 2007, a putative securities shareholder class action was filed by Middlesex County Retirement System against the Company
and certain former employees in the United States District Court for the Southern District of New York designated as In re Monster Worldwide Securities Litigation, 07 Civ. 2237 (S.D.N.Y.) (JSR),
seeking an indeterminate amount of damages on behalf of all persons or entities, other than defendants, who purchased or acquired the securities of the Company from May 6, 2005 until
September 9, 2006. On July 9, 2007, plaintiffs filed an amended complaint in the securities class action asserting claims against the Company, Andrew McKelvey and Myron Olesnyckyj, the
Company's former General Counsel, based on an alleged violation of Section 10(b) the Exchange Act and against the individual defendants based on an alleged violation of Section 20(a) of
the Exchange Act. On July 14, 2008, the Court certified a class consisting of all of those who purchased or acquired securities of the Company from May 5, 2005 to June 9, 2006
other than the defendants, the officers and directors of the Company, members of the immediate families of any excluded person, the legal representatives, heirs, successors or assigns of an excluded
person, any entity in which defendants have or had a controlling interest and any current of former Company employee who acquired the Company's securities through the exercise of options. On
July 30, 2008, the lead plaintiff, the Company and the individual defendants entered into a Memorandum of Understanding that memorializes the terms pursuant to which the parties intend, subject
to Court approval, to settle the securities class action. The Class Action Memorandum of Understanding provides for a payment to the class by the defendants of $47.5 million in full settlement
of the claims asserted in the securities class action. The Company's cost is anticipated to be approximately $25 million (net of insurance and contribution from another defendant). The parties
expect to enter into a formal settlement agreement in the near future and to thereafter seek court approval.

Dispute with Option Holders.

From July 25, 2006 to December 26, 2006, the Company suspended its Registration Statement on Form S-8, resulting in
a prohibition on the exercise of stock options. The Company received correspondence from, or on behalf of, certain former employees who are grantees of certain vested stock options that were scheduled
to expire or be forfeited unless exercised during this suspension period. Due to the suspension of the Company's S-8, these individuals were precluded from exercising such options prior to
the expiration date of the options. The former employees informed the Company that they would 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. In December 2006, the Company's Board

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of
Directors approved the payment of approximately $5.0 million to compensate certain former employees for the value of stock options that expired during the period that the Company's equity
compensation plans were suspended. In exchange for payment, the Company requested a release of any liability. The Company has made payments to, and has received releases from, substantially all of
such former employees.

Consequences Under the Internal Revenue Code.

We have notified the Internal Revenue Service of the stock option review and results thereof. Under Internal Revenue Code section 162(m) ("IRC
162(m)"), stock options that are in-the-money at the time of grant do not qualify as performance-based compensation. We are 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
addition, certain stock options which were granted on a discounted basis (exercise price is less than the fair market value of the stock on the date of grant) are subject to Internal Revenue Code
section 409A ("409A"). The provisions of 409A impose adverse consequences upon the individuals who receive such options including excise tax, additional interest charges and accelerated
inclusion in income. In January 2007, the Board approved a tender offer plan to amend certain stock options granted to approximately 60 individuals who received stock options that are subject to 409A
in order to correct the options such that they are no longer subject to this provision. The correction was made by increasing the exercise price to the same value used in connection with the financial
statement restatement. In April 2007, the tender offer was finalized and for individuals who agreed to the modification, the Company compensated them for the increase in the exercise price by paying
an amount equal to the difference in the exercise price for each option. In January 2008, we paid approximately $300,000 to these individuals.

General.

We 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 our 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.

Security Breach

In August 2007, the Company announced that certain of its servers had been the subject of attacks by malicious software and that, as a result,
information such as names, addresses, phone numbers, and email addresses for job seekers with resumes posted on websites operated by the Company had been illegally downloaded. The Company does not
generally collect social security numbers or financial data about its job seekers, such as bank account information or credit card accounts. The Company responded by conducting a comprehensive review
of internal processes and procedures, enhancing its processes and procedures and notifying job seekers and employers of the attack and alerting job seekers about potential efforts to use that
information to improperly obtain sensitive data from the job seekers in so called "phishing" emails. In October 2007, in connection with the attack, the Company was requested to provide information to
the staff of the Federal Trade Commission (the "FTC") in connection with a non-public inquiry into certain information security practices of Monster. After the Company submitted such
information to the FTC, the matter was resolved without further action required by the Company. The Company has also received inquiries from certain other governmental authorities (foreign and
domestic) in connection with the attack. The Company has cooperated with these governmental authorities' inquiries and, if necessary, intends to continue to cooperate with such requests.

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Litigation Relating to the Company's Discontinued Tickle Business

In July 2006, a putative class action entitled Ed Oshaben v. Tickle Inc., Emode.com, Inc. and Monster Worldwide, Inc. (Case No.
CGC-06-454538) was filed against the Company and its Tickle Inc. subsidiary in California State Court. An amended complaint was subsequently filed. The amended complaint
alleges that Tickle engaged in deceptive consumer practices and purports to be a class action representing all users who purchased a test report from Tickle and received "unauthorized charges." The
amended complaint alleges various violations of the California consumer and unfair business practice statutes and seeks, among other things, unspecified restitution for the class, disgorgement of
revenues, compensatory damages, punitive damages, attorneys' fees and equitable relief. Discovery in this action is underway.

In
May 2008, Fotomedia Technologies, LLC filed suit against the Company's Tickle business for allegedly infringing three patents by operating photo sharing services on a website operated by
Tickle. The lawsuitentitled Fotomedia Technologies, LLC v. Fujifilm U.S.A., Inc., et al. (Civil Action No. 2:08-cv-203)is pending
in the Eastern District of Texas and there are 23 other named defendants. The plaintiff seeks a permanent injunction and monetary relief. The Company took down the website accused of infringement for
reasons unrelated to the lawsuit and intends to vigorously defend this matter.

Class B Common Stock

On September 25, 2007, Andrew J. McKelvey, the Company's former Chairman and Chief Executive Officer, entered into a prepaid variable forward
contract with an unaffiliated third party buyer, pursuant to which he pledged 4,762,000 shares of Class B common stock to secure his obligations under the contract. Each share of Class B
common stock is entitled to ten (10) votes. The Company's charter provides that the shares of Class B common stock immediately convert into common stock (entitled to only one vote per
share) if the holder sells or assigns his beneficial ownership in the Class B common stock. The Company was in the process of determining whether, if as a result of the prepaid variable forward
contract and the associated pledge, the shares of Class B common stock held by Mr. McKelvey have converted to ordinary shares of common stock. Because of the settlement with
Mr. McKelvey described above, this determination would likely be rendered moot. Accordingly, the Company will only make such a determination if the settlement becomes inoperative and, pending
such a determination, has treated the shares of Class B common stock as being outstanding in this Form 10-Q. Such treatment is without prejudice.

Patent Claim

In April 2008, the Company was served with an action entitledPitchware, Inc. v. Monster Worldwide, Inc.,
CareerBuilder LLC, Gannett Co., Inc.; The McClatchy Company; Microsoft Corporation; and Career Marketplace, Inc.(Case No. C08-01848),
filed in the United States District Court, Northern District of California. The Complaint alleges that certain of the features that the respective Defendants offer their users violates plaintiff's
patent. The Complaint seeks permanent injunctive and/or monetary relief. Based upon the Company's initial review of the Complaint, the Company believes the claims against the Company set forth in the
Complaint are without merit.

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 for the year ended December 31, 2007, 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"in the Company's Annual Report on Form 10-K for the year ended December 31, 2007.

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

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, 2008 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)As of March 31, 2008










$
174,358,045April 1  April 30





N/A





174,358,045May 1  May 31





N/A





174,358,045June 1  June 30


277,500

$
22.51


277,500


168,111,786Total


277,500

$
22.51


277,500

$
168,111,786


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



FOR

WITHHELDSalvatore Iannuzzi


133,485,194


14,424,705Robert J. Chrenc


129,429,974


18,479,925John Gaulding


133,031,742


14,878,157Edmund P. Giambastiani, Jr.


144,030,285


3,879,614Ronald J. Kramer


131,094,856


16,815,043David A. Stein


129,520,330


18,389,569Timothy T. Yates


130,704,257


17,205,642




FOR


108,831,234AGAINST


31,570,159ABSTENTIONS


1,480,688


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FOR


136,368,352AGAINST


10,029,396ABSTENTIONS


1,362,151




FOR


145,940,292AGAINST


545,860ABSTENTIONS


1,423,747


ITEM 6.    EXHIBITS.

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

10.1

Employment Agreement, dated as of May 15, 2008, by and between Monster Worldwide, Inc. and James M. Langrock. (1)10.2

Monster Worldwide, Inc. 2008 Equity Incentive Plan. (2)10.3

Monster Worldwide, Inc. Executive Incentive Plan. (3)10.4

Form of Monster Worldwide, Inc. Restricted Stock Agreement. (4)10.5

Form of Monster Worldwide, Inc. Restricted Stock Unit Agreement. (5)10.6

Form of Monster Worldwide, Inc. Non-Employee Director Restricted Stock Agreement for initial grants of restricted stock. (6)10.7

Form of Monster Worldwide, Inc. Non-Employee Director Restricted Stock Agreement for annual grants of restricted stock. (7)15.1

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

Certification by Salvatore Iannuzzi 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 Timothy T. Yates 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 Salvatore Iannuzzi 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 Timothy T. Yates 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: August 5, 2008

By:

/s/ SALVATORE IANNUZZI
Salvatore Iannuzzi
Chairman, President and Chief Executive Officer
(principal executive officer)Dated: August 5, 2008

By:

/s/ TIMOTHY T. YATES
Timothy T. Yates
Executive Vice President and Chief Financial Officer
(principal financial officer)Dated: August 5, 2008

By:

/s/ JAMES M. LANGROCK
James M. Langrock
Chief Accounting Officer and Senior Vice President, Finance
(principal accounting officer)


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