United
      States Securities and Exchange Commission


Washington,
      D.C. 20549


Form
      10-Q





xQUARTERLY
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





For
      the
      quarterly period ended September 30, 2006





or





oTRANSITION
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





For
      the
      transition period from _____ to _____




Commission
      File Number 0-21989





Medialink
      Worldwide Incorporated


(Exact
      name of registrant as specified in its charter)





Delaware
            52-1481284(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                Number)




708
                Third Avenue, New York, NY
            10017(Address
                of principal executive offices)
            (Zip
                Code)





(212)
      682-8300


(Registrant's
      telephone number, including area code)








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. Yesx No
o





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


Large
                accelerated filer o
            Accelerated
                filer o
            Non-accelerated
                filer x





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





The
      number of shares of the issuer's common stock outstanding as of October 31,
      2006, was 6,122,665.








**PART
      I - FINANCIAL INFORMATION**





**Item
      1.** ***Financial
      Statements***





**MEDIALINK
                WORLDWIDE INCORPORATED AND SUBSIDIARIES****CONSOLIDATED
                BALANCE SHEETS**(Unaudited)(In
                thousands of dollars, except share and per-share amounts)**September
                30,**
            
            **December
                31,****2006**
            
            **2005**ASSETSCurrent
                Assets:Cash
                and cash equivalents
            
            $
            18,804
            
            $
            7,303Accounts
                receivable, net of allowance for doubtful accounts of$255
                and $442
            
            
            5,089
            
            
            5,014Inventory
            
            
            617
            
            
            371Prepaid
                expenses
            
            
            423
            
            
            523Prepaid
                and refundable taxes
            
            
            644
            
            
            906Deferred
                income taxes
            
            
            614
            
            
            -Other
                current assets
            
            
            1,217
            
            
            48Current
                assets of discontinued operations
            
            
            -
            
            
            613Total
                current assets
            
            
            27,408
            
            
            14,778Property
                and equipment - net
            
            
            4,298
            
            
            4,342Goodwill
            
            
            3,429
            
            
            3,429Deferred
                income taxes
            
            
            895
            
            
            -Other
                assets
            
            
            1,626
            
            
            762Non-current
                assets of discontinued operations
            
            
            -
            
            
            9,615Total
                assets
            
            $
            37,656
            
            $
            32,926LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                Liabilities:Accounts
                payable
            
            $
            1,309
            
            $
            1,663Accrued
                expenses and other current liabilities
            
            
            10,427
            
            
            5,807Current
                portion of capital lease obligation
            
            
            46
            
            
            70Current
                liabilities of discontinued operations
            
            
            -
            
            
            117Total
                current liabilities
            
            
            11,782
            
            
            7,657Convertible
                debentures, net of unamortized discount of $785 and $955
            
            
            4,215
            
            
            4,045Other
                long-term liabilities
            
            
            1,165
            
            
            1,586Total
                liabilities
            
            
            17,162
            
            
            13,288Commitments
                and contingenciesStockholders'
                Equity:Series
                A Preferred stock: $.01 par value, authorized 50,000 shares; noneissued
                and outstandingCommon
                stock: $.01 par value, authorized 15,000,000 shares; issued andoutstanding
                6,205,786 shares in 2006 and 6,155,360 shares in 2005
            
            
            62
            
            
            62Additional
                paid-in capital
            
            
            26,975
            
            
            26,591Accumulated
                deficit
            
            
            (5,892
            )
            
            (6,279
            )Accumulated
                other comprehensive loss
            
            
            (308
            )
            
            (393
            )Common
                stock in treasury (at cost, 101,121 shares)
            
            
            (343
            )
            
            (343
            )Total
                stockholders' equity
            
            
            20,494
            
            
            19,638Total
                liabilities and stockholders' equity
            
            $
            37,656
            
            $
            32,926




See
      notes to unaudited consolidated financial
      statements


2





**MEDIALINK
                WORLDWIDE INCORPORATED AND SUBSIDIARIES****CONSOLIDATED
                STATEMENTS OF OPERATIONS**(Unaudited)(In
                thousands, except per-share amounts)**For
                the nine months ended**
            
            **For
                the three months ended****September
                30,**
            
            **September
                30,****2006**
            
            **2005**
            
            **2006**
            
            **2005**Revenues
            
            $
            22,404
            
            $
            22,638
            
            $
            7,212
            
            $
            7,416Operating
                expenses:Direct
                costs
            
            
            9,680
            
            
            9,648
            
            
            3,194
            
            
            3,275Selling,
                general, and administrative expenses
            
            
            18,915
            
            
            16,589
            
            
            6,877
            
            
            5,564Depreciation
                and amortization
            
            
            1,470
            
            
            1,232
            
            
            491
            
            
            407Total
                operating expenses
            
            
            30,065
            
            
            27,469
            
            
            10,562
            
            
            9,246Operating
                loss
            
            
            (7,661
            )
            
            (4,831
            )
            
            (3,350
            )
            
            (1,830
            )Interest
                expense - net
            
            
            (416
            )
            
            (365
            )
            
            (150
            )
            
            (123
            )Loss
                from continuing operations before taxes
            
            
            (8,077
            )
            
            (5,196
            )
            
            (3,500
            )
            
            (1,953
            )Income
                tax benefit
            
            
            (3,111
            )
            
            (932
            )
            
            (2,544
            )
            
            (325
            )Loss
                from continuing operations
            
            
            (4,966
            )
            
            (4,264
            )
            
            (956
            )
            
            (1,628
            )Income
                from discontinued operations
            
            
            5,353
            
            
            1,039
            
            
            4,583
            
            
            455Net
                income (loss)
            
            $
            387
            
            $
            (3,225
            )
            $
            3,627
            
            $
            (1,173
            )Net
                income (loss)
            
            $
            387
            
            $
            (3,225
            )
            $
            3,627
            
            $
            (1,173
            )Other
                comprehensive income (loss)
            
            
            85
            
            
            (146
            )
            
            34
            
            
            (26
            )Comprehensive
                income (loss)
            
            $
            472
            
            $
            (3,371
            )
            $
            3,661
            
            $
            (1,199
            )Basic
                and diluted income (loss) per common share:Loss
                from continuing operations
            
            $
            (0.82
            )
            $
            (0.71
            )
            $
            (0.16
            )
            $
            (0.27
            )Income
                from discontinued operations
            
            
            0.88
            
            
            0.17
            
            
            0.75
            
            
            0.08Net
                income (loss)
            
            $
            0.06
            
            $
            (0.54
            )
            $
            0.59
            
            $
            (0.19
            )Weighted
                average number of common shares:Basic
                and diluted
            
            
            6,096
            
            
            6,021
            
            
            6,102
            
            
            6,052




See
        notes
        to unaudited consolidated financial statements
  3


**MEDIALINK
                WORLDWIDE INCORPORATED AND SUBSIDIARIES****CONSOLIDATED
                STATEMENTS OF CASH FLOWS**(Unaudited)(In
                thousands of dollars)**For
                the nine months ended****September
                30,****2006**
            
            **2005**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                income (loss)
            
            $
            387
            
            $
            (3,225
            )Adjustments
                to reconcile net income (loss) to net cash used inoperating
                activities:Depreciation
                and amortization
            
            
            1,470
            
            
            1,232Provision
                for bad debts
            
            
            162
            
            
            123Deferred
                income taxes
            
            
            (1,509
            )
            
            -Income
                from discontinued operations
            
            
            (5,353
            )
            
            (1,039
            )Other
            
            
            535
            
            
            198Changes
                in operating assets and liabilitiesAccounts
                receivable
            
            
            (109
            )
            
            1,340Prepaid
                expenses and other assets
            
            
            (2,206
            )
            
            (367
            )Prepaid
                and refundable income taxes and taxes payable
            
            
            262
            
            
            (681
            )Accounts
                payable and accrued expenses
            
            
            807
            
            
            (1,204
            )Other
                liabilities
            
            
            (367
            )
            
            (37
            )Net
                cash provided by operating activities of discontinued
                operations
            
            
            942
            
            
            599Net
                cash used in operating activities
            
            
            (4,979
            )
            
            (3,061
            )CASH
                FLOWS FROM INVESTING ACTIVITIES:Purchases
                of property and equipment
            
            
            (1,354
            )
            
            (990
            )Net
                proceeds from sale of division
            
            
            17,702
            
            
            -Net
                cash used in investing activities of discontinued
                operations
            
            
            (24
            )
            
            (19
            )Net
                cash provided by (used in) investing activities
            
            
            16,324
            
            
            (1,009
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Proceeds
                from the issuance of common stock in connectionwith
                the exercise of stock options
            
            
            143
            
            
            280Repayments
                of obligations under capital lease
            
            
            (30
            )
            
            (75
            )Other
                financing activities
            
            
            -
            
            
            (13
            )Net
                cash provided by financing activities
            
            
            113
            
            
            192Net
                increase (decrease) in cash and cash equivalents
            
            
            11,458
            
            
            (3,878
            )Effect
                of exchange rate changes on cash and cash equivalents
            
            
            43
            
            
            (27
            )Cash
                and cash equivalents at the beginning of period
            
            
            7,303
            
            
            11,675Cash
                and cash equivalents at end of period
            
            $
            18,804
            
            $
            7,770





See
      notes
      to unaudited consolidated financial statements




4
 
 **MEDIALINK
          WORLDWIDE INCORPORATED AND SUBSIDIARIES**
 **NOTES
          TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**
 **(In
          thousands of dollars, except per-share amounts)**


**1.
      Basis of Presentation**





The
      accompanying unaudited consolidated financial statements of Medialink Worldwide
      Incorporated and its subsidiaries (the “Company”), which have been prepared in
      accordance with the instructions to Form 10-Q and therefore do not include
      all
      information and footnotes necessary for a fair presentation of financial
      position, results of operations, and cash flows in conformity with generally
      accepted accounting principles, should be read in conjunction with the notes
      to
      the consolidated financial statements contained in the Company’s Annual Report
      on Form 10-K for the year ended December 31, 2005. The Company believes that
      all
      adjustments, consisting primarily of normal recurring accruals, necessary for
      a
      fair presentation have been included in the financial statements. The operating
      results of any quarter are not necessarily indicative of the results for the
      entire year or any future period.





In
      September 2006, the Company sold the assets of U. S. Newswire, its wire
      distribution and photography services division. The accompanying unaudited
      consolidated financial statements reflect U. S. Newswire as a discontinued
      operation in all periods presented. Accordingly, prior period financial
      statements have been reclassified to reflect the financial position, results
      of
      operations, and cash flows of U. S. Newswire separately from continuing
      operations. Certain other reclassifications have been made to the 2005 financial
      statements to conform to the 2006 presentation.




**2.
      Discontinued Operations**





On
      September 29, 2006, the Company sold the assets of its U. S. Newswire division
      to PR Newswire Association, LLC, a wholly-owned subsidiary of United Business
      Media plc. The assets sold represent the Company's entire wire distribution
      and
      photography services businesses, which were an operating segment within the
      Company’s media communications services reporting segment. The base sale price
      was $19,000, of which the Company received $16,100 in cash at closing. The
      remaining $2,900 was deposited into escrow, of which $1,900 represents amounts
      to cover potential post-closing contingencies and $1,000 represents deferred
      purchase price. All escrow amounts will be released by the fourth quarter of
      2007. The base sale price is subject to adjustment based on the operating
      performance of U. S. Newswire for the twelve-month period ended September 30,
      2006, the effective date of the transaction. This adjustment will result in
      a
      final sale price of between $18,000 and $23,000, all of which is to be paid
      in
      cash. In addition, the final sale price will include an adjustment based on
      the
      working capital of U. S. Newswire as of September 30, 2006.





In
      2005,
      the Company recognized additional gain on the sale of Delahaye, the Company’s
      research division that was sold in December 2004. The additional gain on the
      sale of Delahaye, the results of operations of U. S. Newswire, and the estimated
      gain on the sale of U. S. Newswire are presented as discontinued operations
      in
      the accompanying unaudited consolidated statements of operations as
      follows:




5


**MEDIALINK
        WORLDWIDE INCORPORATED AND SUBSIDIARIES**
 **NOTES
        TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -
        Continued**


**Nine
                months ended****September 30,**
            
            **Three
                months ended****September 30,****2006**
            
            **2005**
            
            **2006**
            
            **2005**Revenues
            
            $
            4,457
            
            $
            3,960
            
            $
            1,403
            
            $
            1,411Income
                from operations before income taxes
            
            $
            1,728
            
            $
            1,467
            
            $
            391
            
            $
            556Income
                tax expense
            
            
            734
            
            
            622
            
            
            167
            
            
            235Income
                from operations
            
            
            994
            
            
            845
            
            
            224
            
            
            321Gain
                on sale of division before income taxes
            
            
            7,515
            
            
            284
            
            
            7,515
            
            
            224Income
                tax expense
            
            
            3,156
            
            
            90
            
            
            3,156
            
            
            90Gain
                on sale of division
            
            
            4,359
            
            
            194
            
            
            4,359
            
            
            134Income
                from discontinued operations
            
            $
            5,353
            
            $
            1,039
            
            $
            4,583
            
            $
            455





The
      gain
      on sale of U. S. Newswire was determined using the minimum sale price of
      $18,000. Additional gain on sale will be reflected in future periods to the
      extent that the Company receives additional proceeds in accordance with the
      terms of the transaction.





At
      December 31, 2005, the current assets of U. S. Newswire reported as a
      discontinued operation consisted of $570 of accounts receivable and $43 of
      prepaid expenses; the long-term assets consisted of $38 of property and
      equipment and $9,577 of goodwill; the current liabilities consisted entirely
      of
      accounts payable and accrued expenses. The amount of goodwill attributable
      to U.
      S. Newswire was determined based on the relative fair value of U. S. Newswire
      to
      the fair value of the Company’s media communications services segment at
      September 30, 2006 (see Note 5).





In
      connection with the sale of U. S. Newswire, the Company completed certain exit
      activities in September 2006 (the “Third Quarter Plan”), which included
      terminating one employee and vacating the portion of its facility in Washington,
      DC, that served as the primary facility for providing wire distribution and
      photography services. The results of operations from discontinued operations
      include a charge of $238 related to the Third Quarter Plan, of which $11
      represents employee termination costs and $227 represents contract termination
      costs associated with the lease for the Washington, DC, facility. The Company
      continues to occupy a portion of the Washington, DC, facility for use by its
      broadcast services business.





Also
      in
      connection with the sale of U. S. Newswire, the Company plans to complete
      certain exit activities in the fourth quarter of 2006 (the “Fourth Quarter
      Plan”) that include terminating one employee and vacating the portion of its
      facility in Norwalk, CT, that served as a satellite location for certain
      activities of U. S. Newswire. The Company will incur a charge in future periods
      upon completion of the Fourth Quarter Plan that will be included in the results
      of operations from discontinued operations.




**3.
      Earnings (Loss) per Share**





Basic
      earnings (loss) per share of common stock is computed by dividing income (loss)
      available to common stockholders by the weighted average number of common shares
      outstanding. There were no reconciling items to net loss to arrive at loss
      available to common stockholders for the quarterly and year-to-date periods
      ended September 30, 2006 and 2005. Diluted earnings (loss) per share of common
      stock is computed by giving effect to all dilutive potential common shares.
      The
      number of shares used in the calculation of diluted earnings (loss) per share
      for the nine months ended September 30, 2006 and 2005, excluded 115,719 and
      125,394, respectively, of incremental shares related to stock options and
      warrants. The number of shares used in the calculation of diluted earnings
      (loss) per share for the three months ended September 30, 2006 and 2005,
      excluded 66,560 and 34,538, respectively, of incremental shares related to
      stock
      options and warrants. All periods presented excluded 1,234,567 of incremental
      shares related to convertible debentures. All such incremental shares were
      excluded from the calculation of diluted earnings (loss) per share due to their
      antidilutive effect on income from continuing operations.





6


**MEDIALINK
      WORLDWIDE INCORPORATED AND SUBSIDIARIES**


**NOTES
      TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - Continued**






**4.
      Share-Based Payments**





Under
      a
      stock option plan covering employees and other eligible participants (the
“Employee Plan”), the Company grants stock options to purchase shares of the
      Company’s common stock. Stock options granted under the Employee Plan generally
      become exercisable under two alternative vesting schedules over a four-year
      period. One vesting schedule provides for 20% of the stock options granted
      being
      exercisable on the grant date and an additional 20% becoming exercisable on
      the
      anniversary of the grant date in each of the next four years. The second vesting
      schedule provides for 25% of the stock options granted becoming exercisable
      on
      the anniversary of the grant date in each of the next four years. Incentive
      stock options granted under the Employee Plan generally have a term of ten
      years
      and an exercise price equal to the fair market value of the Company’s common
      stock on the grant date. Incentive stock options issued to employees who own
      more than 10% of the voting power of all classes of equity of the Company have
      a
      term of five years and an exercise price equal to at least 110% of the fair
      market value of the Company’s common stock on the grant date. Non-qualified
      stock options granted under the Employee Plan can have a term of up to fifteen
      years and an exercise price that is determined for each individual grant by
      a
      committee appointed by the Company’s board of directors. There are 1,670,808
      shares of the Company’s common stock reserved for the issuance of stock options
      under the Employee Plan. At September 30, 2006, 556,797 shares remained
      available for the issuance of stock options and 671,165 stock options were
      outstanding.





Under
      a
      stock option plan covering members of its board of directors (the “Directors’
Plan”), the Company grants stock options to non-employee directors. Newly
      appointed non-employee directors are granted 10,000 stock options upon their
      appointment or election to the board of directors, and all non-employee
      directors are granted 3,000 stock options on the first business day of each
      year. Additional grants of stock options may be made at the discretion of a
      committee appointed by the Company’s board of directors. Stock options granted
      under the Directors’ Plan generally vest ratably over a three-year period, have
      a term of ten years, but cannot have a term that exceeds fifteen years, and
      have
      an exercise price equal to the fair market value of the Company’s common stock
      on the grant date. There are 280,000 shares of the Company’s common stock
      reserved for the issuance of stock options under the Directors’ Plan, and at
      September 30, 2006, 22,000 shares remained available for the issuance of stock
      options.





On
      January 1, 2006, the Company adopted the provisions of Statement of Financial
      Accounting Standards (“SFAS”) No. 123 (Revised 2004), “Share-Based Payment”
(“SFAS No. 123R”). SFAS No. 123R requires that all share-based payments to
      employees and non-employee directors, including grants of stock options, be
      recognized in the financial statements based on their fair values on the date
      of
      grant. Prior to the adoption of SFAS No. 123R, the Company accounted for
      stock-based compensation based on the intrinsic value of the stock options
      granted in accordance with the provisions of Accounting Principles Board Opinion
      (“APB”) No. 25, “Accounting for Stock Issued to Employees,” an alternative to
      the fair-value recognition provisions of SFAS No. 123, “Accounting for
      Stock-Based Compensation.” The Company has elected to use the modified
      prospective application for the transition upon the adoption of SFAS No. 123R,
      which requires compensation expense to be recognized on options granted
      subsequent to the adoption date as well as on options granted prior to the
      adoption date for which the requisite service period had not been completed
      as
      of December 31, 2005. Periods prior to the date that SFAS No. 123R was adopted
      are not adjusted under the modified prospective application.





7


**MEDIALINK
      WORLDWIDE INCORPORATED AND SUBSIDIARIES**


**NOTES
      TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - Continued**






The
      Company uses a binomial lattice model for determining the fair value of stock
      options granted subsequent to January 1, 2006. Prior to the adoption of SFAS
      No.
      123R, the Company valued stock options using the Black-Scholes option-pricing
      model, which the Company used for the pro forma disclosure requirements of
      SFAS
      No. 123. During the first nine months of 2006, the Company granted 151,640
      stock
      options under the Employee Plan, of which 121,640 stock options granted to
      employees vest ratably over a four-year period, 20,000 stock options granted
      to
      an employee vested 20% on the grant date and ratably over a four-year period
      thereafter, and 10,000 stock options granted to a non-employee director of
      Teletrax vest ratably over a three-year period. Also during the first nine
      months of 2006, the Company granted 68,600 stock options to non-employee
      directors, of which 37,600 were fully vested upon grant and 31,000 of which
      become exercisable over a three-year period, with one-third vesting on each
      anniversary of the grant date. During the first nine months of 2005, the Company
      granted 30,000 stock options to employees, which vested 20% on the grant date
      and ratably over a four-year period thereafter, and 24,000 stock options to
      non-employee directors, which vest ratably over a three-year
      period.




The
      following weighted average assumptions were used in calculating the fair value
      of stock options granted under the Employee Plan and the Directors’ Plan during
      the nine months ended September 30, 2006:





**Employee
                Plan**
            
            **Directors’
                Plan**Expected
                term
            4.06
            
            4.23Expected
                volatility
            .6786
            
            .7052Expected
                dividends
            0%
            
            0%Risk-free
                interest rate
            4.71%
            
            4.64%





The
      expected term of stock options is based on historical data used to estimate
      the
      exercise of options prior to their expiration. Such early exercises primarily
      result either from a termination, after which employees and non-employee
      directors generally have a period of 90 days and nine months, respectively,
      to
      exercise stock options, or from exercises occurring when the ratio of the market
      price of the Company’s common stock to the exercise price of a stock option is
      attractive to the holder of the stock option. The expected volatility is based
      on the historical volatility of the Company’s common stock. The expected
      dividends are based on the historical dividends paid and the dividends the
      Company expects to pay in future periods. The risk-free interest rate is based
      on the yields of United States Treasury Notes at the time stock options are
      granted.





For
      the
      nine months ended September 30, 2006, the Company recognized $241 of
      compensation expense related to stock options, of which $153 related to stock
      options granted to both employees and non-employee directors during 2006 and
      $88
      related to stock options granted prior to the adoption of SFAS No. 123R and
      for
      which the requisite service periods had not been completed as of December 31,
      2005. For the three months ended September 30, 2006, the Company recognized
      $64
      of compensation expense related to stock options, of which $32 related to stock
      options granted to both employees and non-employee directors during 2006 and
      $32
      related to stock options granted prior to the adoption of SFAS No. 123R and
      for
      which the requisite service periods had not been completed as of December 31,
      2005. Such amounts were based on the fair value of the stock options at the
      grant date. The Company did not recognize any tax benefit related to the
      stock-based compensation expense incurred.





The
      Company did not recognize any compensation expense related to stock options
      under the provisions of APB No. 25 for the nine months and three months ended
      September 30, 2005. The pro forma effects, had the Company accounted for
      stock-based employee compensation based on the fair value of stock options
      granted in accordance with SFAS No. 123 for the nine months and three months
      ended September 30, 2005, are as follows:




8


**MEDIALINK
        WORLDWIDE INCORPORATED AND SUBSIDIARIES**
 **NOTES
        TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -
        Continued**


**Nine
                months ended**
            
            **Three
                months ended****September
                30, 2005**
            
            **September
                30, 2005**Net
                loss as reported
            
            $
            (3,225
            )
            $
            (1,173
            )Stock-based
                compensation expense, netof
                tax, included in net loss as reported
            
            
            -
            
            
            -Stock-based
                compensation expense, netof
                tax, under fair value method
            
            
            (190
            )
            
            (32
            )Pro
                forma net loss
            
            $
            (3,415
            )
            $
            (1,205
            )Basic
                and diluted net loss per share as reported
            
            $
            (0.54
            )
            $
            (0.19
            )Pro
                forma basic and diluted net loss per share
            
            $
            (0.57
            )
            $
            (0.20
            )





Information
      relating to activity in the Employee Plan for the nine months ended September
      30, 2006, is summarized in the following table. All stock option grants included
      in the following table had exercise prices equal to the market price on the
      grant date.





**Number
                of shares**
            
            **Weighted
                Average Exercise Price**
            
            **Weighted
                Average Fair Value**
            
            **Aggregate
                Intrinsic Value**
            
            **Weighted
                Average Remaining Contractual Term**Options
                outstanding at January 1, 2006
            873,319
            
            $4.80Options
                granted
            151,640
            
            $3.97
            
            $2.19Options
                exercised
            (50,426)
            
            $2.86
            
            
            
            $57Options
                forfeited and expired
            (303,368)
            
            $4.26Options
                outstanding at September 30, 2006
            671,165
            
            $5.00
            
            
            
            $82
            
            5.91Options
                exercisable at September 30, 2006
            468,655
            
            $5.58
            
            
            
            $68
            
            4.49





There
      were 30,000 stock options with a weighted average fair value of $2.30 granted
      under the Employee Plan during the nine months ended September 30, 2005. The
      aggregate intrinsic value of stock options exercised under the Employee Plan
      during the nine months ended September 30, 2005, was $81.





Information
      relating to activity in the Directors’ Plan for the nine months ended September
      30, 2006, is summarized in the following table. All stock option grants included
      in the following table had exercise prices equal to the market price on the
      grant date.




9


**MEDIALINK
        WORLDWIDE INCORPORATED AND SUBSIDIARIES**
 **NOTES
        TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -
        Continued**


**Number
                of shares**
            
            **Weighted
                Average Exercise Price**
            
            **Weighted
                Average Fair Value**
            
            **Aggregate
                Intrinsic Value**
            
            **Weighted
                Average Remaining Contractual Term**Options
                outstanding at January 1, 2006
            193,600
            
            $5.55Options
                granted
            68,600
            
            $3.90
            
            $2.25Options
                expired
            (37,600)
            
            $3.54Options
                outstanding at September 30, 2006
            224,600
            
            $5.39
            
            
            
            $5
            
            6.45Options
                exercisable at September 30, 2006
            166,933
            
            $6.04
            
            
            
            $5
            
            5.71





There
      were 24,000 stock options with a weighted average fair value of $2.87 granted
      under the Directors’ Plan during the nine months ended September 30, 2005. The
      aggregate intrinsic value of stock options exercised under the Directors’ Plan
      during the nine months ended September 30, 2005, was $6.





Compensation
      expense related to non-vested stock options under both the Employee Plan and
      the
      Directors’ Plan that was not recognized as of September 30, 2006, totaled $473
      and is expected to be recognized over a weighted average period of 2.9 years.
      During the nine months ended September 30, 2006 and 2005, the Company received
      $143 and $280, respectively, from the exercise of stock options. The Company
      has
      a policy of issuing new shares of common stock upon the exercise of stock
      options.




**5.
      Goodwill**





The
      Company’s intangible assets not subject to amortization consist entirely of
      goodwill, all of which relates to the media communications services segment.
      In
      connection with the sale of U. S. Newswire, $9,577 of goodwill was allocated
      to
      U. S. Newswire based on its relative fair value to the fair value of the entire
      media communications services segment. Such amount is included as a component
      of
“Non-current assets of discontinued operations” at December 31, 2005, and was
      included as part of the net book value of U. S. Newswire in determining the
      gain
      on sale. The fair value of U. S. Newswire was based on the estimated final
      sale
      price and the fair value of the remaining operating segments was determined
      based on discounted projected future cash flows. The remaining goodwill of
      $3,429 at September 30, 2006, was subjected to the Company’s annual impairment
      test.




**6.
      Supplemental Cash Flow Information:**





Cash
      paid
      for interest and income taxes during the nine months ended September 30, 2006
      and 2005, was as follows:





**2006**
            
            **2005**Interest
                paid
            
            $
            372
            
            $
            326Income
                taxes paid (refunded)
            
            $
            (252
            )
            $
            481





10


**MEDIALINK
      WORLDWIDE INCORPORATED AND SUBSIDIARIES**


**NOTES
      TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - Continued**






**7.
      Segment Information**





Segment
      information relating to the Company’s results of continuing operations was as
      follows:





**Nine
                months ended September 30,**
            
            **Three
                months ended September 30,****2006**
            
            **2005**
            
            **2006**
            
            **2005***Revenues:*Media
                communications services
            
            $
            20,494
            
            $
            21,179
            
            $
            6,493
            
            $
            6,850Video
                watermarking services
            
            
            1,910
            
            
            1,459
            
            
            719
            
            
            566Total
            
            $
            22,404
            
            $
            22,638
            
            $
            7,212
            
            $
            7,416*Operating
                loss:*Media
                communications services
            
            $
            (240
            )
            $
            (15
            )
            $
            (258
            )
            $
            (18
            )Video
                watermarking services
            
            
            (2,585
            )
            
            (1,972
            )
            
            (936
            )
            
            (752
            )Total
            
            
            (2,825
            )
            
            (1,987
            )
            
            (1,194
            )
            
            (770
            )Other
                business activities
            
            
            (4,836
            )
            
            (2,844
            )
            
            (2,156
            )
            
            (1,060
            )Interest
                expense - net
            
            
            (416
            )
            
            (365
            )
            
            (150
            )
            
            (123
            )Loss
                from continuing operations before taxes
            
            $
            (8,077
            )
            $
            (5,196
            )
            $
            (3,500
            )
            $
            (1,953
            )








Segment
      information related to the Company’s assets was as follows:





**September
                30,**
            
            **December
                31,****2006**
            
            **2005***Total
                assets:*Media
                communications services
            
            $
            11,428
            
            $
            11,412Video
                watermarking services
            
            
            3,124
            
            
            2,173Other
                business activities
            
            
            23,104
            
            
            9,113Discontinued
                operations
            
            
            -
            
            
            10,228Total
            
            $
            37,656
            
            $
            32,926




11


**Item
      2.** ***Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations***





Certain
      statements made in this Quarterly Report on Form 10-Q are “forward looking”
statements (within the meaning of the Private Securities Litigation Reform
      Act
      of 1995, as amended). Such statements involve known and unknown risks,
      uncertainties, and other factors that may cause actual results, performance,
      or
      achievements of the Company to be materially different from any future results,
      performance, or achievements expressed or implied by such forward-looking
      statements. Although the Company believes that the expectations reflected in
      such forward-looking statements are based upon reasonable assumptions, the
      Company’s actual results could differ materially from those set forth in the
      forward-looking statements. See Part II Item 1A “Risk Factors” below and Item I
      Part 1A in the Company’s annual report on Form 10-K for the year ended December
      31, 2005, for a description of certain factors that might cause such a
      difference.





In
      September 2006, the Company sold the assets of U. S. Newswire, its wire
      distribution and photography services division. The unaudited consolidated
      financial statements reflect U. S. Newswire as a discontinued operation in
      all
      periods presented. Accordingly, prior period financial statements have been
      reclassified to reflect the financial position, results of operations, and
      cash
      flows of U. S. Newswire separately from continuing operations. The following
      discussion and analysis (in thousands of dollars) should be read in conjunction
      with the Company’s unaudited consolidated financial statements and notes
      thereto.





**Results
      of Operations**





*Nine
      months ended September 30, 2006, compared to nine months ended September 30,
      2005*





Revenues
      for the nine months ended September 30, 2006, decreased by $234, or 1.0%, as
      compared to the 2005 period. Revenues from media communications services in
      the
      first nine months of 2006 decreased by $685, or 3.2%, to $20,494. The decrease
      in revenues was primarily the result of a decline in domestic broadcast services
      revenues of $1,305, or 7.7%, resulting from softness in the domestic marketplace
      during the period, partially offset by an increase in international broadcast
      services revenues of $620, or 14.6%, primarily as a result successful efforts
      to
      expand the international client base and solidify its core service offerings.
      Revenues from TeletraxTM video watermarking services in the first nine months of
      2006 increased by $451, or 30.9%, to $1,910 from an increase in the number
      of
      clients being served and additional services provided to existing clients.





Direct
      costs in the first nine months of 2006 remained relatively flat in terms of
      both
      dollars and percentage of revenue as compared to the comparable 2005 period,
      increasing by $32 and increasing to 43.2% of revenue in the 2006 period as
      compared to 42.6% in the 2005 period.





Selling,
      general, and administrative (“SG&A”) expenses in the first nine months of
      2006 increased by $2,326 as compared to the 2005 period, and as a percentage
      of
      revenue increased to 84.4% in the first nine months of 2006 from 73.3% in the
      2005 period. SG&A expenses in the first nine months of 2006 included $1,186
      of transaction- specific compensation related to the sale of U. S. Newswire
      and
      $219 of severance charges related to certain staff reductions during the period.
      SG&A expenses in the first nine months of 2006 also included $241 of
      stock-based compensation expense related to stock options, with no comparable
      amount recognized in the 2005 period. On January 1, 2006, the Company adopted
      Statement of Financial Accounting Standards (“SFAS”) No. 123 (Revised 2004),
“Share-Based Payment” (“SFAS No. 123R”), which requires all share-based
      payments, including stock options, to be recognized in the financial statements
      based on the fair value on the date of grant. The Company has elected to use
      the
      modified prospective application for the transition upon the adoption of SFAS
      No. 123R, which requires compensation expense to be recognized on options
      granted subsequent to the adoption date as well as on options granted prior
      to
      the adoption date for which the requisite service period had not been completed
      as of December 31, 2005. Periods prior to the date that SFAS No. 123R was
      adopted are not adjusted under the modified prospective application.





Exclusive
      of transaction-specific compensation, severance charges, and stock-based
      compensation expense, SG&A expenses in the first nine months of 2006
      increased by $680 as compared to the 2005 period, and as a percent of revenue
      were 77.1% in the first nine months of 2006. SG&A expenses related to
      Teletrax increased in the first nine months of 2006 by $712 as a result of
      additional costs incurred in connection with the continued expansion of the
      operation, certain personnel costs incurred in connection with executive
      recruiting efforts, and a settlement of outstanding amounts owed by a reseller
      of the services for less than the carrying value. Non-Teletrax SG&A expenses
      decreased by $32 primarily as a result of cost reductions achieved in both
      the
      domestic and international broadcast services businesses, partially offset
      by
      consulting and other related costs incurred in connection with the termination
      of a former executive officer and additional consulting and professional fees
      incurred in the 2006 period.





12


The
      Company had an operating loss of $7,661 in the first nine months of 2006 as
      compared to an operating loss of $4,831 in the comparable period in 2005. The
      operating losses in 2006 and 2005 included operating losses of $2,585 and
      $1,972, respectively, from the Company’s 76%-owned Teletrax subsidiaries. The
      Company’s results of operations included 100% of the losses from the Teletrax
      subsidiaries since the minority shareholder has no future funding obligations.





The
      Company established a valuation allowance to reserve for certain of its deferred
      tax assets at December 31, 2005, based on its assessment that it was more likely
      than not that the benefit associated with the deferred tax assets would not
      be
      realized in future periods. Although the Company believes that it is more likely
      than not that certain benefits will not be realized based on its most recent
      projections, the gain on sale of U. S. Newswire will enable the Company to
      realize certain deferred tax assets in future periods. Accordingly, the Company
      reversed a portion of the valuation allowance and recognized net deferred tax
      assets totaling $1,509 for the nine months ended September 30, 2006, as a
      reduction of its tax provision for the period. The Company has established
      a
      valuation allowance to reserve for the remainder of its deferred tax assets
      at
      September 30, 2006. The valuation allowance was $4,523 and $4,739 at September
      30, 2006, and December 31, 2005, respectively .





On
      September 29, 2006, the Company sold the assets of its U. S. Newswire division
      to PR Newswire Association, LLC, a wholly-owned subsidiary of United Business
      Media plc. The assets sold represent the Company's entire wire distribution
      and
      photography services businesses, which were an operating segment within the
      Company’s media communications services reporting segment. The base sale price
      was $19,000, of which $16,100 was received by the Company in cash at closing
      and
      $2,900 was deposited into escrow. The results of operations for the nine months
      ended September 30, 2006, include income from discontinued operations of $5,353,
      which consisted of income from operations of $994 and a gain on sale of
      $4,359.





*Three
      months ended September 30, 2006, compared to three months ended September 30,
      2005*





Revenues
      for the three months ended September 30, 2006, decreased by $204, or 2.8%,
      as
      compared to the 2005 quarter. Revenues from media communications services in
      the
      third quarter of 2006 decreased by $357, or 5.2%, to $6,493. The decrease in
      revenues was primarily the result of a decline in domestic broadcast services
      revenues of $706, or 12.9%, resulting from softness in the domestic marketplace
      during the period, partially offset by an increase in international broadcast
      services revenues of $349, or 25.7%, primarily as a result successful efforts
      to
      expand the international client base and solidify its core service offerings.
      Revenues from Teletrax video watermarking services in the third quarter of
      2006
      increased by $153, or 27.0%, to $719 from an increase in the number of clients
      being served and additional services provided to existing clients.





Direct
      costs in the third quarter of 2006 remained relatively flat in terms of both
      dollars and percentage of revenue as compared to the comparable 2005 quarter,
      decreasing by $81 and increasing to 44.3% of revenue in the third quarter of
      2006 as compared to 44.2% in the comparable 2005 quarter.





SG&A
      expenses in the third quarter of 2006 increased by $1,313 as compared to the
      2005 quarter, and as a percentage of revenue increased to 95.4% in the third
      quarter of 2006 from 75.0% in the 2005 quarter. SG&A expenses in the third
      quarter of 2006 included $1,186 of transaction-specific compensation related
      to
      the sale of U. S. Newswire and $49 of severance charges related to certain
      staff
      reductions during the quarter. SG&A expenses in the third quarter of 2006
      also included $64 of stock-based compensation expense related to stock options,
      with no comparable amount recognized in the 2005 quarter.





Exclusive
      of transaction-specific compensation, the severance charges, and stock-based
      compensation expense, SG&A expenses in the third quarter of 2006 were
      relatively flat as compared to the 2005 quarter, increasing by $14, and as
      a
      percent of revenue were 77.3% in the third quarter of 2006. SG&A expenses
      related to Teletrax increased in the third quarter of 2006 by $228 as a result
      of additional costs incurred in connection with the continued expansion of
      the
      operation, certain personnel costs incurred in connection with executive
      recruiting efforts, and a settlement of outstanding amounts owed by a reseller
      of the services for less than the carrying value. Non-Teletrax SG&A expenses
      decreased by $214 primarily as a result of cost reductions achieved in both
      the
      domestic and international broadcast services businesses.





13


The
      Company had an operating loss of $3,350 in the third quarter of 2006 as compared
      to an operating loss of $1,830 in the comparable period in 2005. The operating
      losses in 2006 and 2005 included operating losses of $936 and $752,
      respectively, from the Company’s 76%-owned Teletrax subsidiaries.





The
      Company reversed a portion of the valuation allowance previously established
      for
      deferred tax assets and recognized net deferred tax assets totaling $1,509
      for
      the three months ended September 30, 2006, as a reduction of its tax provision
      for the period.





The
      results of operations for the three months ended September 30, 2006, include
      income from discontinued operations associated with the sale of U. S. Newswire
      of $4,583, which consisted of income from operations of $224 and a gain on
      sale
      of $4,359.





**Financial
      Condition**





The
      Company continues to finance its operations and capital investment requirements
      from its existing cash reserves, which totaled $18,804 at September 30, 2006.
      Working capital in the first nine months of 2006 increased by $8,505 primarily
      as a result of the proceeds from the sale of U. S. Newswire, partially offset
      by
      the Company funding operating losses and capital investments during the period,
      including amounts expended for the continued expansion of the Teletrax network.
      The Company believes that its cash reserves will be sufficient to fund its
      cash
      needs through the end of 2007.





During
      the first nine months of 2006, other current assets increased by $1,169 and
      other non-current assets increased by $864 primarily from the deposit of $1,900
      of escrow funds related to the sale of U. S. Newswire, $950 of which is expected
      to be released within a one-year period and $950 of which is expected to be
      released after a one-year period. Accrued expenses and other current liabilities
      increased by $4,620 due primarily to transactions related to the sale of U.
      S.
      Newswire, including taxes payable on the gain on sale, transaction-specific
      compensation and other transaction expenses, and deferred purchase price in
      addition to an increase in deferred revenue related to the domestic broadcast
      business due to the timing of payments received from clients.





Cash
      flows from operating activities during the first nine months of 2006 decreased
      by $1,918 as compared to the comparable period in 2005 due primarily to a
      decrease in cash generated from operations and severance payments made during
      the 2006 period, partially offset by a decrease in tax payments in the first
      nine months of 2006. During the first nine months of 2006, the Company received
      net proceeds from the sale of U. S Newswire of $17,702 and proceeds from the
      exercise of stock options totaling $143. The Company invested $1,354 in new
      equipment, primarily for the continued expansion of the Teletrax network, and
      repaid $30 of capital lease obligations.





The
      Company expects to spend approximately $1,500 over the course of the next twelve
      months for capital improvements primarily for the continuing build out of the
      infrastructure for Teletrax and for modernization of its media communications
      services business. The Company intends to finance these expenditures with
      working capital.





There
      were no material changes to the Company’s contractual obligations during the
      first nine months of 2006. The Company does not have any off-balance sheet
      arrangements that have or are reasonably likely to have a current or future
      effect on its financial condition, changes in financial condition, revenues
      or
      expenses, results of operations, liquidity, capital expenditures or capital
      resources that are material to investors.





14


**Critical
      Accounting Policies**





Management
      must make certain estimates and assumptions in preparing the financial
      statements of the Company. Certain of these estimates and assumptions relate
      to
      matters that are inherently uncertain as they pertain to future events.
      Management believes that the estimates and assumptions used in preparing the
      financial statements of the Company were the most appropriate at that time,
      although actual results could differ significantly from those estimates under
      different conditions. Note 2, “Summary of Significant Accounting Policies,” to
      the consolidated financial statements included in the Company’s Annual Report on
      Form 10-K for the year ended December 31, 2005, provides a detailed discussion
      of the various accounting policies of the Company. In addition, a summary of
      critical accounting policies is included in Management’s Discussion and Analysis
      of Financial Condition and Results of Operations in the Company’s Annual Report
      on Form 10-K for the year ended December 31, 2005. Except for the change in
      accounting for stock-based compensation described below, there have been no
      significant changes to the critical accounting policies previously disclosed.
      The following new accounting policy is critical since it requires subjective
      or
      complex judgments that could potentially affect the financial condition or
      results of operations of the Company.




*Stock-Based
      Compensation:* On
      January 1, 2006, the Company adopted the provisions of SFAS No. 123R and elected
      to use the modified prospective application for the transition upon adoption,
      which requires compensation expense to be recognized on options granted
      subsequent to the adoption date as well as on options granted prior to the
      adoption date for which the requisite service period had not been completed
      as
      of December 31, 2005. The Company determines the fair value of stock options
      granted subsequent to the adoption of SFAS No. 123R using a binomial lattice
      model. The fair value of stock options granted prior to the adoption of SFAS
      No.
      123R was determined using the Black-Scholes option-pricing model. The Company
      must make certain assumptions in determining the fair value of stock options,
      including the volatility of the Company’s common stock, the future dividend
      yield on the Company’s common stock, and the term over which stock options will
      remain outstanding, including making assumptions about the future behavior
      patterns of the holders of stock options in regard to exercising stock options
      prior to their expiration. In addition, the Company must make certain
      assumptions regarding the rate at which options will be forfeited to estimate
      the service period that will be completed by the holders of stock options.
      Any
      deviation in the actual volatility of the Company’s common stock, the actual
      dividend yield, and the actual early exercise behavior of holders of stock
      options from that assumed in estimating the fair value of a stock option will
      not result in a change in the amount of compensation expense recognized by
      the
      Company, but will result in the actual value realized by the holder of the
      stock
      options to be different than the amount of compensation expense recognized.
      Any
      deviation in the actual forfeitures of nonvested stock options during the
      service period from that assumed will result in a change to the amount of
      compensation expense recognized, either as additional compensation expense
      or a
      reversal of previously recognized compensation expense in the period of
      change.




**Item
      3.** ***Quantitative
      and Qualitative Disclosures About Market Risk***





The
      Company’s primary market exposures are interest rate risk and foreign currency
      rate risk.





The
      Company had convertible debentures with a face value of $5,000 ($4,215 net
      of
      unamortized discount) outstanding at September 30, 2006. The interest rate
      on
      these debentures is the higher of 7% or the 6-month LIBOR rate (as defined)
      plus
      4.50%. At September 30, 2006, the interest rate on the convertible debentures
      was 9.92%. A change in interest rates of 1.0% would result in a change in the
      annual interest costs under the convertible debentures of $50 based on the
      face
      amount of outstanding borrowings at September 30, 2006.





The
      Company has two operations in the United Kingdom that result in foreign currency
      exposure to the British pound. As of and for the nine months ended September
      30,
      2006, these operations aggregated approximately 10% of the Company’s current
      assets, approximately 17% of the Company’s current liabilities, and
      approximately 20% of the Company’s loss from continuing operations before income
      taxes. A fluctuation in the United States dollar to the British pound conversion
      rate would result in a change in the amount realized by the Company from the
      results of these operations and from the settlement of its monetary assets
      and
      liabilities denominated in British pounds.




15


**Item
      4.** ***Controls
      and Procedures***





The
      Company’s management evaluated, with the participation of the Company’s
      principal executive and principal financial officers, the effectiveness of
      the
      Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and
      15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”)) as of September 30, 2006. Based on their evaluation, the Company’s
      principal executive and principal financial officers concluded that the
      Company’s disclosure controls and procedures were effective as of September 30,
      2006. The design of any system of controls is based in part upon certain
      assumptions about the likelihood of future events, and there can be no assurance
      that any design will succeed in achieving its stated goals under all potential
      future conditions, regardless of how remote.





There
      have been no changes in the Company’s internal control over financial reporting
      (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that
      occurred during the fiscal quarter ended September 30, 2006, that have
      materially affected, or is reasonably likely to affect, the Company’s internal
      control over financial reporting.







16


**PART
      II. OTHER INFORMATION**








**Item
      1.** ***Legal
      Proceedings***





From
      time
      to time, the Company becomes involved in various legal matters that the Company
      considers to be in the ordinary course of business. While the Company is not
      presently able to determine the potential liability, if any, related to any
      such
      matters, the Company believes that no such matters, individually or in the
      aggregate, will have a material adverse effect on its financial
      position.




**Item
      1A.** ***Risk
      Factors***





There
      have been no material changes to the risk factors disclosed in the Company’s
      Annual Report on Form 10-K for the year ended December 31, 2005.




**Item
      6.** ***Exhibits***





See
      Exhibit Index.




17


**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.





MEDIALINK
                WORLDWIDE INCORPORATED(Registrant)By:
                /s/ Laurence
                MoskowitzLaurence
                MoskowitzChairman
                of the Board, Chief Executive Officer, and President(Principal
                Executive Officer)


Dated:
      November 14, 2006








By:
                /s/ Kenneth
                TorosianKenneth
                TorosianChief
                Financial Officer(Principal
                Accounting Officer)


Dated:
      November 14, 2006







**EXHIBIT
      INDEX**





Exhibit
                No.
            Description2.1
            Asset
                Purchase Agreement dated as of September 29, 2006, between Medialink
                Worldwide Incorporated and PR Newswire Association, LLC (Incorporated
                by
                reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K
                filed on October 5, 2006).3.1
            Amended
                and Restated Certificate of Incorporation of Medialink Worldwide
                Incorporated (Incorporated by reference to Exhibit No. 2.5 of Registrant’s
                Registration Statement on Form 8-A filed on January 16, 1997 (File
                No.
                000-21989)).3.2
            Amendment
                1 to the Amended and Restated By-Laws of Medialink Worldwide Incorporated
                (Incorporated by reference to Exhibit No. 3.2 of Registrant’s Annual
                Report on Form 10-K for the fiscal year ended December 31,
                2003).4.1
            Preferred
                Stock Rights Agreement, dated as of August 16, 2001, between Medialink
                Worldwide Incorporated and Mellon Investor Services, LLC, including
                the
                Certificate of Designation, the form of Rights Certificate and the
                Summary
                of Rights attached thereto as Exhibits A, B, and C, respectively
                (Incorporated by reference to Exhibit No. 4.1 of Registrant’s Registration
                Statement on Form 8-A filed on August 16, 2001 (File No.
                000-21989)).10.1
            Amended
                and Restated Employment Agreement, dated as of December 31, 2005,
                by and
                between Medialink Worldwide Incorporated and Laurence Moskowitz
                (Incorporated by reference to Exhibit No. 10.1 of the Registrant’s Annual
                Report on Form 10-K for the fiscal year ended December 31,
                2005).10.2
            Amended
                and Restated Employment Agreement, dated as of August 28, 2001, by
                and
                between Medialink Worldwide Incorporated and J. Graeme McWhirter
                (Incorporated by reference to Exhibit No. 10.2 of Registrant’s Annual
                Report on Form 10-K for the fiscal year ended December 31,
                2001).10.3
            Separation
                Agreement and General Release, dated as of December 30, 2005, by
                and
                between Medialink Worldwide Incorporated and J. Graeme McWhirter
                (Incorporated by reference to Exhibit No. 10.1 of the Registrant’s Annual
                Report on Form 10-K for the fiscal year ended December 31,
                2005).10.4
            Asset
                Purchase Agreement, dated December 31, 2004, by and between Medialink
                Worldwide Incorporated and Bacon’s Information Inc. (Incorporated by
                reference to Exhibit No. 10.1 of the Registrant’s Current Report on Form
                8-K/A filed on March 14, 2005).10.5
            Agreement
                for the Sale and Purchase of Certain Assets of Medialink UK Limited
                forming part of the Delahaye Business, dated December 31, 2004, by
                and
                between Medialink UK Limited and Romeike Limited (Incorporated by
                reference to Exhibit No. 10.2 of the Registrant’s Current Report on Form
                8-K/A filed on March 14, 2005).10.7
            Medialink
                Worldwide Incorporated 401(k) Employee Savings Plan.10.8
            Medialink
                Worldwide Incorporated Amended and Restated Stock Option Plan
                (Incorporated by reference to Exhibit No. 10.8 of the Registrant’s
                Quarterly Report on Form 10-Q for the quarterly period ended March
                31,
                2006).10.9
            Medialink
                Worldwide Incorporated Amended and Restated 1996 Directors Stock
                Option
                Plan (Incorporated by reference to Exhibit No. 10.9 of the Registrant’s
                Quarterly Report on Form 10-Q for the quarterly period ended March
                31,
                2006).10.10
            Form
                of Indemnification Agreement (Incorporated by reference to Exhibit
                No.
                10.10 of Registrant’s Annual Report on Form 10-K for the fiscal year ended
                December 31, 2003).10.11
            Forbearance
                Agreement (Incorporated by reference to Exhibit No. 10.11 of Registrant’s
                Annual Report on Form 10-K for the fiscal year ended December 31,
                2003).10.12
            Employment
                Agreement, dated as of July 11, 2005, by and between Medialink Worldwide
                Incorporated and Kenneth G. Torosian (Incorporated by reference to
                Exhibit
                No. 10.12 of Registrant’s Quarterly Report on Form 10-Q for the quarterly
                period ended September 30, 2005).10.13
            Employment
                Agreement, dated as of September 9, 2005, by and between Medialink
                Worldwide Incorporated and Lawrence A. Thomas (Incorporated by reference
                to Exhibit No. 10.13 of Registrant’s Quarterly Report on Form 10-Q for the
                quarterly period ended September 30, 2005).31.1
            Certification
                of the principal executive officer pursuant to Rules 13a-14(a) and
                15d-14(a) of the Securities Exchange Act of 1934, as
                amended.31.2
            Certification
                of the principal financial officer pursuant to Rules 13a-14(a) and
                15d-14(a) of the Securities Exchange Act of 1934, as
                amended.32
            Certification
                of the principal executive officer and principal financial officer
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.