U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                    Form 10-Q

       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2003

                         Commission File Number 0-21989

                        Medialink Worldwide Incorporated
                        --------------------------------
             (Exact name of registrant as specified in its charter)

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

                   708 Third Avenue, New York, New York 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. Yes [X] No [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the close of business on August 13, 2003:

                  Common Stock - 5,981,449

<PAGE>

                                TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>
<S>         <C>                                                                 <C>
ITEM 1.     Financial Statements                                                   3

            Condensed Consolidated Balance Sheets as of June 30,
            2003 (unaudited) and December 31, 2002                                 3

            Unaudited Condensed Consolidated Statements of Operations
            for the six months ended June 30, 2003 and 2002                        4

            Unaudited Condensed Consolidated Statements of Operations
            for the three months ended June 30, 2003 and 2002                      5

            Unaudited Condensed Consolidated Statements of Cash Flows
            for the six months ended June 30, 2003 and 2002                        6

            Notes to Unaudited Condensed Consolidated Financial Statements      7 - 13

ITEM 2.     Management's Discussion and Analysis of Financial Condition

            and Results of Operations                                           14 - 21

PART II. OTHER INFORMATION

ITEM 1.     Legal Proceedings                                                     22

ITEM 2.     Changes in Securities and Use of Proceeds                             22

ITEM 3.     Defaults Upon Senior Securities                                       22

ITEM 4.     Submission of Matters to a Vote of Security Holders                   22

ITEM 5.     Other Information                                                     22

ITEM 6.     Exhibits and Reports on Form 8-K                                      22
</TABLE>


<PAGE>

               MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    As of June 30, 2003 and December 31, 2002

<TABLE>
<CAPTION>
                                                                                      June 30,            December 31,
                                                                                        2003                  2002
                                                                                        ----                  ----
                                                                                    (Unaudited)
<S>                                                                              <C>                     <C>

                                                    ASSETS
Current Assets:
   Cash and cash equivalents                                                     $       3,055,534       $     6,389,650
   Accounts receivable, net                                                              8,122,461             6,571,226
   Prepaid and refundable income taxes                                                   2,641,472             2,269,804
   Prepaid expenses and other current assets                                             2,406,048             2,101,334
   Deferred tax assets                                                                     199,000               199,000
                                                                                ------------------    ------------------
       Total current assets                                                             16,424,515            17,531,014
                                                                                ------------------    ------------------

Property and equipment, net                                                              6,343,116             5,889,840

Goodwill, net                                                                           13,234,051            12,854,121
Customer list and other intangibles, net                                                    99,512              139,512
Investment in joint venture                                                                494,640               681,604
Deferred tax assets                                                                      1,405,000             1,655,000
Other assets                                                                             1,368,797             1,892,243
                                                                                ------------------     -----------------
       Total assets                                                              $      39,369,631       $    40,643,334
                                                                                =================-     =================

                                     LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Current portion of long-term debt                                             $          14,278       $        45,291
   Borrowings on credit facilities                                                       6,000,000             6,536,665
   Accounts payable                                                                      2,121,004             2,203,436
   Accrued expenses and other current liabilities                                        4,991,289             4,654,194
                                                                                ------------------   -------------------
       Total current liabilities and total liabilities                                  13,126,571            13,439,586
                                                                                ------------------   -------------------
Stockholders' Equity:
   Common stock; $.01 par value. Authorized 15,000,000 shares;
     issued 6,038,573 shares in 2003 and 5,947,036 shares in 2002                           60,385                59,470
   Additional paid-in capital                                                           25,043,124            24,768,762
   Retained earnings                                                                     1,654,798             2,930,754
   Accumulated other comprehensive loss                                                   (315,313)             (355,304)
                                                                                ------------------    ------------------
                                                                                        26,442,994            27,403,682
                                                                                ------------------    ------------------
   Less common stock in treasury (at cost, 57,124 shares)                                 (199,934)             (199,934)
                                                                                ------------------    ------------------

       Total stockholders' equity                                                       26,243,060            27,203,748
                                                                                ------------------    ------------------
       Total liabilities and stockholders' equity                                $      39,369,631       $    40,643,334
                                                                                ==================    ==================
</TABLE>

       See notes to unaudited condensed consolidated financial statements


                                       3
<PAGE>

               MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                 For the Six Months Ended June 30, 2003 and 2002

<TABLE>
<CAPTION>
                                                     2003            2002
                                                     ----            ----

<S>                                             <C>             <C>
Revenues                                        $ 22,654,155    $ 23,860,264

Direct costs                                       7,384,696       8,449,066
                                                ------------    ------------

     Gross Profit                                 15,269,459      15,411,198

Operating Expenses:
 Selling, general and administrative expenses     15,286,167      14,696,385
 Depreciation and amortization                     1,118,603       1,624,804
 Loss from joint venture                             186,964         175,000

     Operating loss                               (1,322,275)     (1,084,991)

Interest expense, net                               (153,681)        (74,341)
                                                ------------    ------------

     Loss before income taxes                     (1,475,956)     (1,159,332)

Income tax benefit                                  (200,000)       (217,980)
                                                ------------    ------------

     Net loss                                   $ (1,275,956)   $   (941,352)
                                                ============    ============

Basic and diluted loss per share                $      (0.21)   $      (0.16)
                                                ============    ============
</TABLE>


       See notes to unaudited condensed consolidated financial statements


                                       4
<PAGE>

               MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                For the Three Months Ended June 30, 2003 and 2002


<TABLE>
<CAPTION>
                                                     2003            2002
                                                     ----            ----

<S>                                             <C>             <C>
Revenues                                        $ 11,693,163    $ 12,784,822

Direct costs                                       3,835,393       4,568,583
                                                ------------    ------------

     Gross Profit                                  7,857,770       8,216,239

Operating Expenses:
 Selling, general and administrative expenses      7,823,940       7,443,469
 Depreciation and amortization                       579,788         819,284
 Loss from joint venture                              86,964          75,000
                                                ------------    ------------

     Operating loss                                 (632,922)       (121,514)

Interest expense, net                                (64,965)        (40,708)
                                                ------------    ------------

     Loss before income taxes                       (697,887)       (162,222)

Income tax (benefit) expense                        (100,000)         82,020
                                                ------------    ------------

     Net loss                                   $   (597,887)   $   (244,242)
                                                ============    ============

Basic and diluted loss per share                $      (0.10)   $      (0.04)
                                                ============    ============
</TABLE>


       See notes to unaudited condensed consolidated financial statements


                                       5
<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Six Months Ended June 30, 2003 and 2002

<TABLE>
<CAPTION>
                                                                      2003            2002
                                                                      ----            ----
<S>                                                               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                     $(1,275,956)   $  (941,352)
                                                                  -----------    -----------
     Adjustments to reconcile net loss to net cash
        (used in) provided by operating activities:
     Depreciation and amortization                                  1,118,603      1,624,804

     Deferred income taxes                                            250,000           --
     Equity loss from joint venture                                   186,964        175,000
     Changes in assets and liabilities
       Accounts receivable                                         (1,511,244)    (2,067,138)
       Other assets                                                    55,446       (259,078)
       Prepaid expenses and other current assets                     (304,714)       156,870
       Accounts payable and accrued expenses                          491,239      1,948,151
       Prepaid and refundable taxes                                  (371,668)      (243,000)
                                                                  -----------    -----------
          Net cash (used in) provided by operating activities      (1,361,330)       394,257
                                                                  -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Cash paid for earn out payments on acquisitions                 (341,229)      (225,000)

     Cash paid for investment in joint venture                           --         (250,000)
     Purchases of property and equipment                           (1,063,879)      (242,722)
                                                                  -----------    -----------
          Net cash used in investing activities                    (1,405,108)      (717,722)
                                                                  -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from the issuance of common stock in connection

       with the exercise of stock options                                --              914
     Repayments of long term debt                                     (31,013)        (4,042)
     Borrowings on line of credit - bank                              153,900        127,577

     Payments on line of credit - bank                               (690,565)          --
                                                                  -----------    -----------
          Net cash (used in) provided by financing activities        (567,678)       124,449
                                                                  -----------    -----------
          Net decrease in cash and cash equivalents                (3,334,116)      (199,016)
Cash and cash equivalents at the beginning of period                6,389,650      4,680,075
                                                                  -----------    -----------
Cash and cash equivalents at end of period                        $ 3,055,534    $ 4,481,059
                                                                  ===========    ===========

Supplemental disclosure of non-cash activities:
   Common stock issued in connection with acquisitions            $   275,277    $   358,400
                                                                  ===========    ===========
</TABLE>

       See notes to unaudited condensed consolidated financial statements


                                       6
<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)      Basis of presentation

The  condensed  consolidated  financial  statements  included  herein  have been
prepared by Medialink Worldwide Incorporated and Subsidiaries (collectively, the
"Company" or "Medialink"),  without audit, pursuant to the rules and regulations
of the  Securities and Exchange  Commission.  Certain  information  and footnote
disclosures  normally included in consolidated  financial statements prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted  pursuant to such rules and  regulations.  The Company believes that the
disclosures are adequate to make the information presented not misleading. These
condensed  consolidated  financial statements should be read in conjunction with
the  consolidated  financial  statements  and the notes thereto  included in the
Company's Form 10-K filing for the year ended December 31, 2002.

The  unaudited  condensed  consolidated  financial  statements  included  herein
reflect all adjustments (which include only normal, recurring adjustments) which
are, in the opinion of management, necessary to state fairly the results for the
six and three  months  ended June 30,  2003.  The  results for the six and three
months  ended  June  30,  2003 are not  necessarily  indicative  of the  results
expected for the full fiscal year.

(2)      Loss per Share

Basic loss per common  share is  computed  using net loss  applicable  to common
stock and the weighted  average number of shares  outstanding.  Diluted loss per
common share is computed using the weighted average number of shares outstanding
adjusted  for the  incremental  shares  attributed  to  outstanding  options  to
purchase  common stock.  For the six month periods ended June 30, 2003 and 2002,
the Company had common  stock  equivalents  of 36,312 and 55,333,  respectively,
related to stock options that were not included in the  computation  of loss per
common share because they were  antidilutive.  For the three month periods ended
June 30, 2003 and 2002,  the Company had common stock  equivalents of 31,663 and
91,224,  respectively,  related to stock  options  that were not included in the
computation  of loss per  common  share  because  they  were  antidilutive.  The
weighted  average  number of shares for the six and three  months ended June 30,
2003 and 2002 are as follows:

Weighted Average Shares Outstanding

                                            For the six months ended June 30,
                                            --------------------------------
                                              2003                    2002
                                              ----                    ----

         Basic and diluted                   5,951,852               5,927,432
                                             =========               =========

                                           For the three months ended June 30,
                                           ----------------------------------
                                              2003                    2002
                                              ----                    ----

         Basic and diluted                   5,989,849               5,955,086
                                             =========               =========


                                       7
<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (continued)

(3)      Comprehensive Loss

The components of comprehensive loss consist of the following:

                                            For the six months ended June 30,
                                            --------------------------------
                                              2003                    2002
                                              ----                    ----

         Net loss                          $(1,275,956)              $(941,352)

         Other comprehensive income (loss):

            Foreign currency translation
              adjustments                       39,991                 (51,346)
                                             ---------                ---------

         Comprehensive loss                $(1,235,965)              $(992,698)
                                             =========                 =======

                                           For the three months ended June 30,
                                           ----------------------------------
                                              2003                    2002
                                              ----                    ----

         Net loss                          $(597,887)              $(244,242)

         Other comprehensive income (loss):

            Foreign currency translation
              adjustments                     90,328                 (51,707)
                                           ---------                ---------

         Comprehensive loss                $(507,559)              $(295,949)
                                             =======                 =======

Accumulated  other  comprehensive  loss at June 30, 2003 and  December  31, 2002
consists of foreign currency translation adjustments.

(4)      Recent Accounting Pronouncements

In April  2003,  the FASB issued  SFAS No.  149,  "Amendment  of SFAS No. 133 on
Derivative  Instruments  and  Hedging  Activities."  SFAS  No.  149  amends  and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
No. 133. In particular,  this Statement  clarifies  under what  circumstances  a
contract  with  an  initial  net  investment  meets  the  characteristics  of  a
derivative.  It also clarifies when a derivative  contains a financing component
that warrants special  reporting in the statement of cash flows. SFAS No. 149 is
generally  effective for contracts  entered into or modified after June 30, 2003
and is not expected to have an impact on the Company's financial statements.


                                       8
<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (continued)

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity." SFAS No. 150
establishes  standards  for  how  a  company  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify  certain  financial  instruments as a liability
(or as an asset in some circumstances).  SFAS No. 150 is effective for financial
instruments  entered  into or modified  after May 31,  2003,  and  otherwise  is
effective at the beginning of the first interim period  beginning after June 15,
2003.  The  adoption  of SFAS No.  150 did not have an impact  on the  Company's
financial statements.

In January 2003,  the FASB issued FIN 46,  "Consolidation  of Variable  Interest
Entities." FIN 46 requires a variable  interest  entity to be  consolidated by a
company if that  company  is subject to a majority  of the risk of loss from the
variable interest  entity's  activities or entitled to receive a majority of the
entity's  residual returns or both. A variable interest entity is a corporation,
partnership,  trust, or any other legal  structures  used for business  purposes
that either (a) does not have  equity  investors  with voting  rights or (b) has
equity  investors  that do not provide  sufficient  financial  resources for the
entity to  support  its  activities.  A variable  interest  entity  often  holds
financial assets, including loans or receivables, real estate or other property.
A  variable  interest  entity  may be  essentially  passive  or it may engage in
research and development or other activities on behalf of another  company.  The
consolidation  requirements  of FIN 46 apply  immediately  to variable  interest
entities created after January 31, 2003. The consolidation requirements apply to
older entities in the first fiscal year or interim period  beginning  after June
15,  2003.  Certain  of the  disclosure  requirements  apply  to  all  financial
statements  issued  after  January 31,  2003,  regardless  of when the  variable
interest entity was established.  The Company has evaluated the impact of FIN 46
and does not believe that it has any investment in variable interest entities.

<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (continued)

(5)      Investments and Acquisitions

On April 8, 2002 TTX Limited ("Teletrax"),  a subsidiary of the Company, entered
into a Technology  License Agreement with Koninklijke  Philips  Electronics N.V.
("Philips"), for the use of Philips' WaterCast technology. Medialink, which owns
76% of Teletrax, has agreed to advance to Teletrax, in the form of a loan, up to
a total of $1.761 million.  Through June 30, 2003,  Medialink has fulfilled this
commitment.  The Company has made additional  loans to Teletrax in excess of its
contractual  commitment  and may, at its option,  make  additional  loans in the
future. The minority  shareholder of Teletrax has no future funding  obligations
and,  accordingly,  the  Company  has  recorded  100%  of  the  loss  from  this
subsidiary.

On August 1, 1999 the Company entered into a joint venture with Business Wire to
form Business Wire/Medialink, LLC ("Newstream") for the purpose of providing its
clients with  distribution of their news to multimedia  Internet news sites. The
Company,  which  has a 50%  interest  in the  joint  venture,  accounts  for its
interest in Newstream under the equity method, as it does not have a controlling
interest  in the  entity.  Although no future  funding  contractual  obligations
exist, the Company, along with its joint venture partner, intends to continue to
fund and operate the joint venture for at least the next twelve months.

For the six month  period  ended  June 30,  2003 and 2002 the  Company  recorded
goodwill related to earn-out  payments on acquisitions of $380,000 and $375,000,
respectively.  At June 30, 2003 the Company had no future  commitments on any of
its acquisitions that would result in additional goodwill to be recorded.

(6)      Line of Credit

The Company has a line of credit facility (the "Credit Facility") for borrowings
of up to $7.50 million  expiring April 1, 2004.  Loans under the Credit Facility
bear interest at the 30-Day LIBOR Rate plus 2.25% through 3.25%,  per annum,  as
defined in the Credit Facility.

Covenants under the line of credit agreement require the Company to meet certain
financial  ratios,  including  minimum  tangible net worth and minimum  earnings
before interest, taxes, depreciation, amortization and other charges, as defined
in the  agreement.  Management  believes the Company is currently in  compliance
with the covenants under the line of credit agreement.

Substantially  all of the assets of the Company are pledged as collateral  under
the credit facility.

<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (continued)

(7)      Intangible Assets

Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                             June 30, 2003                              December 31, 2002
                                   --------------------------------          -----------------------------------
                                           (in thousands)                                (in thousands)

                                     Gross                                      Gross
                Amortization       Carrying     Accumulated                   Carrying     Accumulated
                   Period           Amount     Amortization     Net            Amount     Amortization      Net
                   ------           ------     ------------     ---            ------     ------------      ---
<S>               <C>                <C>         <C>           <C>             <C>           <C>            <C>
Customer List     5 years            $4,000      $(4,000)      $  -            $4,000        $(4,000)       $  -
Non-competes      4-7.5 years           500         (400)       100               500           (360)        140
                                     ------        -----        ---            ------          -----         ---
Total                                $4,500      $(4,400)      $100            $4,500        $(4,360)       $140
                                      =====        =====        ===             =====          =====         ===
</TABLE>

Aggregate  amortization  expense for the six months ended June 30, 2003 and 2002
was $40,000 and $480,181, respectively.

Aggregate amortization expense for the three months ended June 30, 2003 and 2002
was $20,000 and $240,090, respectively.

Estimated future amortization expense is as follows:

         For the six months ending December 31, 2003                   $40,000
         For the year ended December 31, 2004                           60,000
                                                                      --------
         Total estimated amortization                                 $100,000
                                                                       =======

(8)      Stock Based Compensation

In December 2002, the Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation
- Transition and Disclosure" ("SFAS 148"). SFAS 148 provides alternative methods
of transition for a voluntary  change to the fair value method of accounting for
stock-based  employee  compensation  as  originally  provided  by SFAS  No.  123
"Accounting for  Stock-Based  Compensation".  Additionally,  SFAS 148 amends the
disclosure  requirements of SFAS 123 to require prominent disclosure in both the
annual and  interim  financial  statements  about the method of  accounting  for
stock-based  compensation and the effect of the method used on reported results.
The  transitional  requirements  of SFAS  148 are  effective  for all  financial
statements  for fiscal  years ending  after  December  15, 2002.  We adopted the
disclosure  portion of this  statement in the quarter ended March 31, 2003.  The
application  of the  disclosure  portion of this standard will have no impact on
our  consolidated  financial  position or results of  operations.  The Financial
Accounting Standards Board recently indicated that they will require stock-based
employee  compensation to be recorded as a charge to earnings beginning in



                                       9
<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (continued)

2004. We will continue to monitor their progress on the issuance of this
standard as well as evaluate our position with respect to current guidance.

If the  Company had elected to  recognize  compensation  cost at the grant date,
based on the fair value of the options granted,  in 2003 and 2002, as prescribed
by SFAS 123, the Company's net loss and loss per share for the periods presented
would approximate the pro forma amounts as indicated below:

<TABLE>
<CAPTION>
                                                                    For the six months ended June 30,
                                                                    ---------------------------------
                                                                        2003               2002
                                                                        ----               ----
<S>                                                                  <C>                <C>
         Net loss - as reported                                      $(1,275,956)     $  (941,352)

         Deduct:  total stock-based
           employee compensation expense
           determined under the fair
           value method, net of related tax
           effects                                                      (140,304)        (174,626)
                                                                    ------------      -----------
         Net loss - pro forma                                        $(1,416,260)     $(1,115,978)
                                                                      ===========      ===========
         Basic and diluted EPS - as reported                         $      (.21)     $      (.16)
         Basic and diluted EPS - pro forma                           $      (.24)     $      (.19)

<CAPTION>
                                                                   For the three months ended June 30,
                                                                   -----------------------------------
                                                                        2003               2002
                                                                        ----               ----
<S>                                                                    <C>              <C>
         Net loss - as reported                                      $  (597,887)     $  (244,242)

         Deduct:  total stock-based
           employee compensation expense
           determined under the fair
           value method, net of related tax
           effects                                                       (60,094)         (80,210)
                                                                     -----------       ----------
         Net loss - pro forma                                        $  (657,981)       $(324,452)
                                                                        =========        =========

         Basic and diluted EPS - as reported                         $      (.10)     $      (.04)
         Basic and diluted EPS - pro forma                           $      (.11)     $      (.05)
</TABLE>

The fair  value of each  grant is  estimated  using  the  Black-Scholes  Options
Pricing  Model  with the  following  assumptions:  dividend  yield of 0% for all
grants and expected  volatility  of 10% in 2002.  There were no options  granted
during the six months ended June 30, 2003.



                                       10
<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (continued)

(9)      Reclassifications

For  comparability,   certain  2002  amounts  have  been   reclassified,   where
appropriate, to conform to the financial statement presentation used in 2003.




                                       11
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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

RESULTS OF OPERATIONS

Six months ended June 30, 2003 compared to Six months ended June 30, 2002

Revenues for the six months ended June 30, 2003 ("2003") were $22.65  million as
compared  to $23.86  million for the six months  ended June 30,  2002  ("2002"),
resulting in a decrease of $1.21  million,  or 5%.  Revenue  from the  Company's
Media  Communications  Services  decreased  by  $1.00  million,  or 5%,  and the
Company's Research  Communication Services revenue decreased by $351,000, or 7%.
Additionally,  revenue from Teletrax,  the Company's 76% owned  subsidiary,  was
$269,000 in 2003, an increase of $148,000 as compared to 2002.  During 2003, the
Company   experienced   a  decrease  in  demand  from   clients  for  its  Media
Communications Services products as a result of the events leading up to the war
in Iraq and the  commencement  of military  action.  Events which  dominate news
broadcasts,  such as the war in Iraq,  can cause the Company's  clients to delay
the use of, or in some cases not use, the  Company's  services,  due to concern,
that the impact of their  projects  would be adversely  affected by the focus of
the  media on such  news  events.  Additionally,  during  2003 the  Company  was
negatively affected by continuing adverse economic  conditions,  particularly in
the public relations and advertising sectors.

Direct costs  decreased by $1.06 million,  or 13%, from $8.45 million in 2002 to
$7.38 million in 2003. The Company's gross profit  percentage was 67% and 65% in
2003 and 2002, respectively. The increase in the gross profit percentage was due
to a favorable  product mix and the result of adjustments  the Company made over
the last several quarters to its direct cost structure,  including renegotiating
vendor rates and improving the efficiency of its operating  processes.  Although
the Company  experienced a decrease in revenue of $1.21 million,  as a result of
the Company's improved margins, the decrease in gross profit was only $142,000.

Selling, general and administrative expenses ("S, G & A") increased by $590,000,
or 4%, from $14.70 million in 2002 to $15.29 million in 2003. The increase in S,
G & A includes  increases in payroll and  payroll-related  costs  ("Payroll") of
approximately  $668,000.  The increase in Payroll is substantially the result of
termination  costs during 2003 ($430,000) and the increase of Payroll related to
Teletrax,  the Company's subsidiary,  formed in April 2002,  ($454,000),  net of
savings of  $216,000  from the  Company's  remaining  operations.  Additionally,
Teletrax had increases in other S, G & A expenses of  approximately  $480,000 in
2003 as compared to 2002. Offsetting the increases in S, G & A expenses relating
to  Teletrax,  the  Company  otherwise  reduced  its S,  G & A by  approximately
$558,000 in 2003 as compared to 2002,  including,  but not limited to savings in
advertising and marketing, travel and entertainment, and office costs.

Depreciation and amortization expense decreased by $506,000,  or 31%, from $1.62
million in 2002 to $1.12 million in 2003. The decrease was  substantially due to
the Company's customer list, acquired in conjunction with the acquisition of The
Corporate  TV Group,  Inc.  which was fully  amortized  in 2002,  resulting in a
decrease in amortization of $400,000 between 2003 and 2002.

As a result of the foregoing, the Company had an operating loss of $1.32 million
in 2003 as



                                       12
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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

compared to an operating loss of $1.08 in 2002. The operating loss in
2003  and  2002  included  operating  losses  of  $1.37  million  and  $223,000,
respectively,  from the Company's 76% owned subsidiary,  Teletrax.  The minority
shareholder of Teletrax has no future funding obligations and, accordingly,  the
Company has recorded 100% of the loss from this subsidiary.

Income tax benefit was calculated using  Medialink's  effective tax rates of 41%
in both 2003 and 2002.  In both 2003 and 2002 the  Company  was also  subject to
minimum state and local taxes and taxes on capital. Additionally, as a result of
the limited historical results of Teletrax,  and management's limited ability to
project  Teletrax's  future  results,  the  Company  has  recorded  a  valuation
allowance of $292,000 and $66,000 in 2003 and 2002, respectively, related to the
foreign deferred tax asset generated by Teletrax's losses.

The Company had a net loss of $1.28 million in 2003 as compared to a net loss of
$941,000 in 2002. In 2003 the Company had a loss per share of $0.21  compared to
a loss per share of $0.16 in 2002.

Three months ended June 30, 2003 compared to Three months ended June 30, 2002

Revenues for the quarter  ended June 30, 2003 (the "2003  Quarter")  were $11.69
million as compared to $12.78  million for the quarter  ended June 30, 2002 (the
"2002 Quarter"),  a decrease of $1.09 million, or 9%. Revenue from the Company's
Media  Communications  Services decreased by $834,000,  or 8%, and the Company's
Research  Communication  Services revenue decreased by $309,000,  or 13%. During
the 2003 Quarter, the Company was negatively affected by the war in Iraq and the
continuing  economic  condition,   particularly  in  the  public  relations  and
advertising sectors.

Direct  costs  decreased  by $733,000,  or 16%,  from $4.57  million in the 2002
Quarter  to $3.84  million  in the 2003  Quarter.  The  Company's  gross  profit
percentage  was 67% and 64% in the  2003 and 2002  Quarters,  respectively.  The
increase in the gross profit  percentage was due to a favorable  product mix and
the result of adjustments the Company made over the last several quarters to its
direct cost structure,  including  renegotiating  vendor rates and improving the
efficiency of its operating processes.

S, G & A increased by $380,000, or 5%, from $7.44 million in the 2002 Quarter to
$7.82 million in the 2003 Quarter.  The increase in S, G & A includes  increases
in Payroll of approximately  $411,000.  The increase in Payroll is substantially
the result of termination costs of $430,000 incurred in the 2003 Quarter and the
increase in Payroll of $223,000 related to Teletrax,  net of savings of $242,000
from the Company's remaining operations. Additionally, Teletrax had increases in
other  S, G & A  expenses  of  approximately  $280,000  in the 2003  Quarter  as
compared to the 2002  Quarter.  Offsetting  the  increases  in S, G & A expenses
relating  to  Teletrax,   the  Company  otherwise  reduced  its  S,  G  &  A  by
approximately  $311,000 in the 2003  Quarter as  compared  to the 2002  Quarter,
including,   but  not  limited  to,   advertising  and  marketing,   travel  and
entertainment and office costs.


                                       13
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


Depreciation  and  amortization  expense  decreased  by $239,000,  or 29%,  from
$819,000 in the 2002 Quarter to $580,000 in the 2003  Quarter.  The decrease was
substantially due to the Company's  customer list,  acquired in conjunction with
the  acquisition of The Corporate TV Group,  Inc.  which was fully  amortized in
2002,  resulting in a decrease in amortization of $200,000  between the 2003 and
2002 Quarters.

As a result of the  foregoing,  the Company had an operating loss of $633,000 in
the 2003  Quarter as  compared  to an  operating  loss of  $122,000  in the 2002
Quarter.  The operating  loss in the 2003 and 2002 Quarters  included  operating
losses of $740,000  and  $223,000,  respectively,  from  Teletrax.  The minority
shareholder of Teletrax has no future funding obligations and, accordingly,  the
Company has recorded 100% of the loss from this subsidiary.

Income tax benefit was calculated using  Medialink's  effective tax rates of 41%
in both the 2003  and 2002  Quarters.  In both  Quarters  the  Company  was also
subject to minimum state and local taxes and taxes on capital.  Additionally, as
a result of the limited historical results of Teletrax, and management's limited
ability to  project  Teletrax's  future  results,  the  Company  has  recorded a
valuation  allowance  of $104,000  and $66,000 in the 2003  Quarter and the 2002
Quarter,  respectively,  related to the foreign  deferred tax asset generated by
Teletrax's losses.

The Company had a net loss of $598,000 in the 2003  Quarter as compared to a net
loss of $244,000 in the 2002 Quarter. In the 2003 Quarter the Company had a loss
per share of $0.10 compared to a loss per share of $0.04 in the 2002 Quarter.

LIQUIDITY AND CAPITAL RESOURCES

Medialink has financed its  operations  primarily  through cash  generated  from
operations  and  its  line of  credit  facility.  Net  cash  used  in  operating
activities  amounted to $1.36  million for the six month  period  ended June 30,
2003, while net cash provided by operating  activities for the comparable period
in 2002 was  $394,000.  The change was the  result of the  changes in  operating
assets and liabilities.  Capital  expenditures  which are primarily  incurred to
support the Company's  sales and operations  and the continuing  roll-out of the
Teletrax  network were $1.06 million in 2003 compared to $243,000 in 2002.  Cash
flows  related  to earn  out  payments  on the  Company's  various  acquisitions
amounted to $341,000 and $225,000 in 2003 and 2002, respectively. As of June 30,
2003 the Company has no potential earn-out payments on its acquisitions.

In August 2001 the  Company  received an  unsolicited  takeover  bid from United
Business Media plc to purchase all of its issued and outstanding  common shares.
In  connection  with this  unsolicited  offer the  Company  retained a financial
advisor to assist the Company in analyzing and considering the unsolicited offer
and the various  strategic  opportunities  available  to the Company to maximize
shareholder  value. The terms of the agreement provided that the Company pay the
financial  advisor  between  $2,000,000  and  $2,500,000  by August 20, 2002. In
August  2002 the  agreement  was



                                       14
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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

amended to decrease the total fees to $1.60 million plus expenses. In accordance
with the terms of the amended agreement, the Company paid the final balance due
in April 2003.

In June 2003 the Company incurred  termination costs of approximately  $430,000.
As of June 30,  2003 the entire  balance is included  in accrued  expenses.  The
Company anticipates that the balance will be paid over the next two quarters.

As of June 30, 2003 Medialink had $3.06 million in cash and cash  equivalents as
compared to $6.39 million as of December 31, 2002. In addition,  the Company had
a  balance  due under its line of credit  facility  of $6.00  million  and $6.54
million at June 30, 2003 and December 31,  2002,  respectively.  The decrease in
cash and cash equivalents of $3.33 million includes purchases of fixed assets of
$1.06 million, cash earn-out payments on acquisitions of $341,000 and pay downs,
net of  borrowings  on its line of credit  facility  aggregating  $537,000.  The
remaining  change was  substantially  attributable  to the  increase in accounts
receivable, net of the increase in accrued expenses.

The Company believes that it has sufficient  capital  resources,  including cash
flow from operations and availability  under its line of credit facility to fund
its net cash needs for at least the next twelve months.

RISK FACTORS

The  following  "Risk  Factors"  discussed  in our Form 10-K for the fiscal year
ended  December 31, 2002,  are among the factors that could cause actual results
to differ materially from the forward-looking statements:

Major News Events

Events which dominate news broadcasts, such as the events of September 11, 2001,
and the war in Iraq, may cause the Company's clients to delay the use of, or not
use,  the  Company's  services  for a  particular  project as such  clients  may
determine that their messages may not receive adequate attention in light of the
coverage of other new events.  Such circumstances  could have a material adverse
effect on the Company's business, operating results and financial condition.

Susceptibility to General Economic Conditions

The  Company's  revenues are affected by its clients'  marketing  communications
spending  and  advertising  budgets.  The  Company's  revenues  and  results  of
operations may be subject to fluctuations based upon general economic conditions
in the  geographic  locations  where it offers its services or  distributes  its
material.  If  there  were to be  continued  economic  downturn  or a  continued
recession in these  geographic  locations,  the Company  expects  that  business
enterprises,  including its clients and potential clients,  could  substantially
and immediately reduce their marketing and communications  budgets. In the event
of such an economic  climate,  there would be a material  adverse  effect on the
Company's  business,  operating  results,  financial  condition  and  ability to
refinance its existing line of credit agreement.



                                       15
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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

Competition

The markets for the  Company's  services are highly  competitive.  The principal
competitive factors affecting the Company are effectiveness, reliability, price,
technological  sophistication  and  timeliness.   Numerous  specialty  companies
compete with the Company in each of its service lines although no single company
competes  across  all  service  lines.  Some  of the  Company's  competitors  or
potential   competitors   have  longer   operating   histories,   longer  client
relationships and significantly  greater financial,  management,  technological,
sales,  marketing and other  resources  than the Company.  In addition,  clients
could perform  internally all or certain of the services provided by the Company
rather than outsourcing  such services.  The Company could face competition from
companies in related  communications markets which could offer services that are
similar or superior to those offered by the Company.  In addition,  national and
regional  telecommunications  providers  could enter the market with  materially
lower electronic  delivery costs,  and radio and television  networks could also
begin transmitting business communications separate from their news programming.
The Company's  ability to maintain and attract  clients depends to a significant
degree on the quality of services  provided and its reputation among its clients
and potential  clients as compared to that of its  competitors.  There can be no
assurance that the Company will not face increased  competition in the future or
that such  competition  will not have a material adverse effect on the Company's
business, operating results and financial condition.

New Services

The Company must develop new  services to remain  competitive,  maintain or grow
market share and to operate in new markets.  There can be no assurance  that the
Company  will be  successful  in  developing  new  services,  or that  those new
services  will meet  customer  needs.  As a result of the  expenses  incurred in
developing  new  services and the  potential  inability of the Company to market
these services  successfully,  the Company's operating results may be negatively
affected.

Provisions of Our Charter Documents May Have Anti-takeover Effects that Could
Prevent a Change in Control Even if the Change in Control Would be Beneficial to
our Stockholders

Provisions of our amended and restated certificate of incorporation, by-laws and
Delaware law could make it more  difficult for a third party to acquire us, even
if doing so would be beneficial to our stockholders.

Line of Credit

The Company has a balance due under its line of credit of $6.00  million  with a
due date of  April 1,  2004,  subject  to  annual  renewal  thereafter  with the
lender's  consent.  Covenants  under the line of credit  agreement  require  the
Company to meet certain financial  ratios,  including minimum tangible net worth
and minimum  earnings  before  depreciation,  amortization,  interest  and other
charges,  as defined in the agreement.  While management believes the Company is
currently in compliance with the covenants  under the line of credit  agreement,
there can be no assurance  that the Company will continue to be in compliance in
the future. In that event, the Company may be required to raise additional funds
in order to repay the outstanding balance under the line of credit and there can
be no assurance that, if required, the Company would be able to raise such funds
on favorable terms, if at all.


                                       16
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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

Capital Requirements

One or more  of our  businesses  could  require,  or  benefit  from,  additional
investment  beyond our current  capability.  Such  additional  funding  could be
raised by the Company,  or one or more of its  business  units  separately,  and
could have the effect of diluting shareholders interests.

Other Risk Factors

Other risk factors include our recent history of losses,  our ability to achieve
or maintain  profitability,  effectiveness of our cost reduction  programs,  our
ability to develop new services and market acceptance of such services,  such as
Teletrax,  our ability to develop new products and services  that keep pace with
technology,  our ability to develop and maintain  successful  relationships with
critical  vendors,  and the  potential  negative  effects  of our  international
operations on the Company. In addition,  future acquisitions or divestitures and
the absence of long term  contracts  with  customers  and vendors may  adversely
effect our  operations and have an adverse  effect on pricing,  revenues,  gross
margins and our customer base.

CRITICAL ACCOUNTING POLICIES

We have identified the policies below as significant to our business  operations
and  the  understanding  of our  results  of  operations.  The  impact  and  any
associated  risks  related  to these  policies  on our  business  operations  is
discussed throughout Management's Discussion and Analysis of Financial Condition
and Results of Operations  where such policies  affect our reported and expected
financial  results.  For a detailed  discussion on the  application of these and
other accounting policies, see Note 1 in the Notes to the Consolidated Financial
Statements in the Company's Form 10-K for the year ended December 31, 2002.

Revenue Recognition

Revenue earned from the  distribution  and monitoring of video news releases and
the  distribution  of printed news releases is recognized in the period that the
release is  distributed.  Fees earned for  webcasts,  satellite  media tours and
other  live  events  and  the  production  of  video  news  releases  and  still
photographs  are recognized in the period that the services are performed.  Fees
earned from research  services are recognized using the percentage of completion
method.  Invoices to clients are generated in  accordance  with the terms of the
applicable  contract,  which may not be directly  related to the  performance of
services.   Unbilled  receivables  are  subsequently  invoiced  based  upon  the
achievement  of  specific   events  as  defined  by  each  agreement   including
deliverables,  timetables and incurring of certain costs.  Unbilled  receivables
are  classified as a current  asset.  Advanced  billings to clients in excess of
revenue earned are recorded as deferred revenues and are classified as a current
liability.


                                       17
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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

Allowance for Doubtful Accounts

Management must make estimates of the uncollectibility of the Company's accounts
receivable. Management specifically analyzes accounts receivable, historical bad
debt, customer concentrations, customer creditworthiness and current trends when
evaluating the adequacy of the allowance for doubtful accounts.

Goodwill and Intangible Assets

Goodwill  represents  the excess of purchase  price and  related  costs over the
value assigned to the net tangible and intangible assets of businesses acquired.
Effective  January 1, 2002, we adopted the  provisions  of Financial  Accounting
Standards Board (FASB)  Statement of Financial  Accounting  Standards (SFAS) No.
142, Goodwill and Other Intangible Assets, which required us to cease amortizing
goodwill and to assess  goodwill for impairment at least annually in the absence
of an  indicator of possible  impairment  and  immediately  upon an indicator of
possible impairment. The annual impairment testing required by SFAS No. 142 will
also require the Company to use its  judgment  and could  require the Company to
reduce the carrying value of its goodwill and other intangible  assets in future
periods.

Other intangible assets,  including customer lists and covenants not to compete,
are being amortized on a  straight-line  basis over the term of the agreement or
the estimated future period of benefit, which ranges from 3 to 7 1/2 years.

Long-lived Assets

Long-lived  assets  and  certain  identifiable   intangibles  are  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable.  Recoverability of assets to
be held and used is measured by a comparison of the carrying  amount of an asset
to future net cash flows  expected to be generated by the asset.  If such assets
are  considered to be impaired,  the  impairment to be recognized is measured by
the amount by which the carrying  amount of the assets exceeds the fair value of
the assets.  Assets to be disposed of are  reported at the lower of the carrying
amount or fair value less costs to sell.

Income Taxes

Income taxes are accounted for under the asset and  liability  method.  Deferred
tax assets  and  liabilities  are  recognized  for the  future tax  consequences
attributable to differences  between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and for operating
loss and tax credit  carryforwards.  Deferred  tax assets  and  liabilities  are
measured  using  enacted tax rates  expected  to apply to taxable  income in the
years in which those  temporary  differences  are  expected to be  recovered  or
settled.  The effect on deferred tax assets and  liabilities  of a change in tax
rates is recognized in income in the period that includes the enactment date. We
considered  all of the  available  evidence to arrive at our position on the net
deferred tax assets;  however,  should  circumstances change causing us to alter
our judgment in this regard, there may be an impact on future operating results.



                                       18
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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

Item 4.  CONTROLS AND PROCEDURES

Within 90 days prior to the date of this report,  we carried out an  evaluation,
under the supervision and with the participation of our chief executive officer,
principal   accounting  officer  and  principal   financial   officer,   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures.  Based on this evaluation,  our chief executive  officer,  principal
accounting officer and principal financial officer concluded that our disclosure
controls and  procedures,  as of the date of the  evaluation,  are  effective in
timely  alerting  them to  material  information  required to be included in our
periodic  SEC  reports.  It should  be noted  that 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.

In  addition,  we  reviewed  our  internal  controls,  and  there  have  been no
significant   changes  in  those   controls  or  in  other  factors  that  could
significantly  affect  those  controls  subsequent  to the  date of  their  last
evaluation.


                                       19
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

          PART II. OTHER INFORMATION

          ITEM 1. Legal Proceedings.

                          None

          ITEM 2. Changes in Securities and Use of Proceeds.

                          None

          ITEM 3. Defaults Upon Senior Securities.

                          None

          ITEM 4. Submission of Matters to a Vote of Security Holders.

                          None

          ITEM 5. Other Information.

                          None

          ITEM 6. Exhibits and Reports on Form 8-K.

               (a) Exhibits:

                    31.  Certifications pursuant to Section302 of the
                         Sarbanes-Oxley Act of 2002.

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

               (b) Report on Form 8-K:

                         Report on Form 8-K dated April 29, 2003 regarding
                         earnings for the first quarter ended March 31, 2003.


                                       20
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

                                   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

                  By: /s/ Laurence Moskowitz
                      ----------------------
                  Laurence Moskowitz,
                  Chairman of the Board, Chief Executive Officer and President

                  By: /s/ J. Graeme McWhirter
                      -----------------------
                  J. Graeme McWhirter
                  Executive Vice President, Assistant Secretary,
                  Chief Financial Officer and Director

Dated: August 13, 2003