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 September 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 November 14, 2003:

                  Common Stock - 5,981,449


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>                                                                          <C>
PART I. FINANCIAL INFORMATION

ITEM 1.  Condensed Consolidated Financial Statements                             3

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

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

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

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

         Notes to Unaudited Condensed Consolidated Financial Statements       7 - 14

ITEM 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                            15 - 22

ITEM 3.  Qualitative and Quantitative Disclosure about Market Risk              23

ITEM 4.  Controls and Procedures                                                23


PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings                                                      24

ITEM 2.  Changes in Securities and Use of Proceeds                              24

ITEM 3.  Defaults Upon Senior Securities                                        24

ITEM 4.  Submission of Matters to a Vote of Security Holders                    24

ITEM 5.  Other Information                                                      24

ITEM 6.  Exhibits and Reports on Form 8-K                                       24

SIGNATURES

CERTIFICATIONS

</TABLE>

<PAGE>


PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>

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

                                                                                               September 30,          December 31,
                                                                                                   2003                   2002
                                                                                               ------------           ------------
                                                                                               (Unaudited)
<S>                                                                                            <C>                    <C>

                                                               ASSETS
Current Assets:
   Cash and cash equivalents                                                                   $  4,386,795           $  6,389,650
   Accounts receivable, net                                                                       6,537,263              6,571,226
   Prepaid and refundable income taxes                                                            1,290,657              2,269,804
   Prepaid expenses and other current assets                                                      3,061,834              2,101,334
   Deferred tax assets                                                                              199,000                199,000
                                                                                               ------------           ------------
       Total current assets                                                                      15,475,549             17,531,014
                                                                                               ------------           ------------

Property and equipment, net                                                                       5,969,851              5,889,840

Goodwill, net                                                                                    13,234,051             12,854,121
Customer list and other intangibles, net                                                             79,514                139,512
Investment in joint venture                                                                         412,411                681,604
Deferred tax assets                                                                               1,405,000              1,655,000
Other assets                                                                                      1,316,074              1,892,243
                                                                                               ------------           ------------
       Total assets                                                                            $ 37,892,450           $ 40,643,334
                                                                                               ============           ============

                                                LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Current portion of long-term debt                                                           $         --           $     45,291
   Borrowings on credit facilities                                                                5,500,000              6,536,665
   Accounts payable                                                                               1,628,347              2,203,436
   Accrued expenses and other current liabilities                                                 5,362,033              4,654,194
                                                                                               ------------           ------------
       Total current liabilities                                                                 12,490,380             13,439,586
Other liabilities                                                                                   392,000                     --
                                                                                               ------------           ------------
Total liabilities                                                                                12,882,380             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                                                                    25,043,125             24,768,762
   Retained earnings                                                                                585,607              2,930,754
   Accumulated other comprehensive loss                                                            (479,113)              (355,304)
                                                                                               ------------           ------------
                                                                                                 25,210,004             27,403,682
                                                                                               ------------           ------------
   Less common stock in treasury (at cost, 57,124 shares)                                          (199,934)              (199,934)
                                                                                               ------------           ------------

       Total stockholders' equity                                                                25,010,070             27,203,748
                                                                                               ------------           ------------
       Total liabilities and stockholders' equity                                              $ 37,892,450           $ 40,643,334
                                                                                               ============           ============



                                  See notes to unaudited condensed consolidated finncial statements
</TABLE>


                                                                  3
<PAGE>


                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Nine Months Ended September 30, 2003 and 2002

<TABLE>
<CAPTION>

                                                           2003                   2002
                                                      ------------           -------------
<S>                                                   <C>                    <C>
Revenues                                              $ 32,975,242           $ 35,236,586

Direct costs                                            10,621,035             12,111,948
                                                      ------------           -------------

     Gross Profit                                       22,354,207             23,124,638

Operating Expenses:
Selling, general and administrative expenses            22,155,355             21,811,947
Depreciation and amortization                            1,807,241              2,072,923
Loss from joint venture                                    269,193                275,000
Restructuring charge - operating lease                     592,000                     --
Advisory charges                                                --              1,300,000
                                                      ------------           -------------

     Operating loss                                     (2,469,582)            (2,335,232)

Interest expense, net                                     (225,565)              (146,020)
                                                      ------------           -------------

     Loss before income taxes                           (2,695,147)            (2,481,252)

Income tax benefit                                        (350,000)              (547,980)
                                                      ------------           -------------

     Net loss                                         $ (2,345,147)          $ (1,933,272)
                                                      ============           =============

Basic and diluted loss per share                      $      (0.39)          $      (0.33)
                                                      ============           =============
</TABLE>

        See notes to unaudited condensed consolidated finncial statements


                                       4
<PAGE>

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

<TABLE>
<CAPTION>

                                                           2003                   2002
                                                      ------------           -------------
<S>                                                   <C>                    <C>
Revenues                                              $ 10,321,087           $ 11,376,322

Direct costs                                             3,236,339              3,662,882
                                                      ------------           -------------

     Gross Profit                                        7,084,748              7,713,440

Operating Expenses:
Selling, general and administrative expenses             6,925,329              7,115,562
Depreciation and amortization                              632,497                448,119
Loss from joint venture                                     82,229                100,000
Restructuring charge - operating lease                     592,000                     --
Advisory charges                                                --              1,300,000
                                                      ------------           -------------

     Operating loss                                     (1,147,307)            (1,250,241)

Interest expense, net                                      (71,884)               (71,679)
                                                      ------------           -------------

     Loss before income taxes                           (1,219,191)            (1,321,920)

Income tax benefit                                        (150,000)              (330,000)
                                                      ------------           -------------

     Net loss                                         $ (1,069,191)          $   (991,920)
                                                      ============           =============

Basic and diluted loss per share                      $      (0.18)          $      (0.17)
                                                      ============           =============

</TABLE>

       See notes to unaudited condensed consolidated finncial statements

                                       5
<PAGE>


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

<TABLE>
<CAPTION>


                                                                             2003                  2002
                                                                        ------------          ------------
<S>                                                                     <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                           $(2,345,147)          $(1,933,272)
                                                                        ------------          ------------
     Adjustments to reconcile net loss to net cash
        provided by operating activities:
     Depreciation and amortization                                        1,807,241             2,072,923
     Deferred income taxes                                                  250,000               120,000
     Equity loss from joint venture                                         269,193               275,000
     Restructuring charge                                                   592,000
     Changes in assets and liabilities
       Accounts receivable                                                  (89,846)             (800,271)
       Other assets                                                          57,169              (260,109)
       Prepaid expenses and other current assets                           (960,500)              263,069
       Accounts payable and accrued expenses                                169,326             2,601,042
       Prepaid and refundable taxes                                         979,147              (703,000)
                                                                         ------------          ------------
          Net cash provided by operating activities                         728,583             1,635,382
                                                                         ------------          ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Cash paid for earn out payments on acquisitions                       (341,231)             (225,000)
     Cash paid for investment in joint venture                                   --              (250,000)
     Purchases of property and equipment                                 (1,308,252)             (779,561)
                                                                         ------------          ------------
          Net cash used in investing activities                          (1,649,483)           (1,254,561)
                                                                         ------------          ------------

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                                           (45,291)              (41,313)
     Borrowings on line of credit - bank                                    211,930               203,257
     Payments on line of credit - bank                                   (1,248,594)                   --
                                                                         ------------          ------------
          Net cash (used in) provided by financing activities            (1,081,955)              162,858
                                                                         ------------          ------------
          Net (decrease) increase in cash and cash equivalents           (2,002,855)              543,679
Cash and cash equivalents at the beginning of period                      6,389,650             4,680,075
                                                                         ------------          ------------
Cash and cash equivalents at end of period                               $4,386,795            $5,223,754
                                                                         ============          ============

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

   Treasury stock transaction                                            $       --            $  199,934
                                                                         ===========           ============
</TABLE>

       See notes to unaudited condensed consolidated finncial 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
nine and three months  ended  September  30, 2003.  The results for the nine and
three months ended  September  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 nine month periods ended September 30, 2003 and
2002,   the  Company  had  common  stock   equivalents  of  52,667  and  62,861,
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  September  30,  2003 and 2002,  the  Company  had  common  stock
equivalents  of 95,905 and 86,096,  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 nine and three
months ended September 30, 2003 and 2002 are as follows:

Weighted Average Shares Outstanding
-----------------------------------

                                         For the nine months ended September 30,
                                        ----------------------------------------
                                               2003                    2002
                                            ---------               ---------
         Basic and diluted                  5,964,504               5,917,609
                                            =========               =========



                                        For the three months ended September 30,
                                        ----------------------------------------
                                              2003                    2002
                                            ---------               ---------
         Basic and diluted                  5,981,449               5,897,962
                                            =========               =========

                                       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 nine months ended September 30,
                                        ---------------------------------------
                                             2003                    2002
                                        -------------           ---------------
      Net loss                          $(2,345,147)            $(1,933,272)

      Other comprehensive loss:
         Foreign currency translation
           adjustments                     (123,809)                (69,927)
                                        -------------           ---------------
         Comprehensive loss             $(2,468,956)            $(2,003,199)
                                        =============           ===============


                                        For the three months ended September 30,
                                        ----------------------------------------
                                             2003                    2002
                                        =============             =============

         Net loss                       $(1,069,191)                $(991,920)

         Other comprehensive loss:
          Foreign currency translation
           adjustments                     (163,800)                  (18,581)
                                        -------------             -------------

         Comprehensive loss              $(1,232,991)              $(1,010,501)
                                        =============             =============


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


                                       8
<PAGE>

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

(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 did not have an impact on the Company's financial statements.

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
December 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.


                                       9
<PAGE>


(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 September 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 nine month period ended September 30, 2003 and 2002 the Company recorded
goodwill related to earn-out  payments on acquisitions of $380,000 and $375,000,
respectively. At September 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,  and
certain spending limits related to capital expenditures and Teletrax, 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.


                                       10
<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>

                                         September 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         (420)        80           500           (360)        140
                                   --------    ------------   -----       ---------   -------------    -----
Total                                $4,500      $(4,420)       $80        $4,500        $(4,360)       $140
                                   ========    ============   =====       =========   =============    =====
</TABLE>


Aggregate  amortization expense for the nine months ended September 30, 2003 and
2002 was $60,000 and $470,196, respectively.

Estimated future amortization expense is as follows:

         For the three months ending December 31, 2003                   $20,000
         For the year ended December 31, 2004                             60,000
                                                                         -------
         Total estimated amortization                                    $80,000
                                                                         =======

                                       11
<PAGE>

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

(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. The Company  adopted
the  disclosure  portion of this  statement at December 31, 2002.  The Financial
Accounting  Standards Board recently indicated that it will require  stock-based
employee  compensation to be recorded as a charge to earnings beginning in 2004.
The  Company  will  continue to monitor  its  progress  on the  issuance of this
standard as well as evaluate its position with respect to current guidance.


                                       12
<PAGE>

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:

                                        For the nine months ended September 30,
                                        ---------------------------------------
                                              2003                     2002
                                        ----------------        ---------------
Net loss - as reported                       $(2,345,147)        $   (1,933,272)
Deduct:  total stock-based
  employee compensation expense
  determined under the fair
  value method, net of related tax
  effects                                       (198,647)              (254,836)
                                        ----------------        ---------------
Net loss - pro forma                         $(2,543,794)           $(2,188,108)
                                        ================        ===============

Basic and diluted EPS - as reported       $         (.39)        $         (.33)
Basic and diluted EPS - pro forma         $         (.43)        $         (.37)


                                        For the three months ended September 30,
                                        ---------------------------------------
                                                2003               2002
                                        ----------------        ---------------
Net loss - as reported                       $(1,069,191)       $      (991,920)
Deduct:  total stock-based
  employee compensation expense
  determined under the fair
  value method, net of related tax
  effects                                        (58,342)               (80,210)
                                        ----------------        ---------------
Net loss - pro forma                         $(1,127,533)       $    (1,072,130)
                                        ================        ===============

Basic and diluted EPS - as reported       $         (.18)       $          (.17)
Basic and diluted EPS - pro forma         $         (.19)       $          (.18)

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; expected volatility of 10% in 2002; and risk-free interest rate of 4.25%
in 2002.  There were no options  granted during the nine months ended  September
30, 2003.


                                       13
<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.

(10)     Restructuring Charge - Operating Lease

In September  2003 the Company  entered  into an  agreement  to sublease  excess
office space in its Norwalk,  CT location.  The sublease  resulted in a $592,000
restructuring  charge to  operations  in the 3rd quarter of 2003  calculated  as
follows:

         Present value of current lease obligation              $1,010,000
         Present value of sublet rental income                    (519,000)
         Cost incurred in connection with agreement                101,000
                                                                ----------
         Net restructuring charge                               $  592,000
                                                                ==========

Both the existing lease and sublease expire in February 2008.


                                       14
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


RESULTS OF OPERATIONS

Nine months ended September 30, 2003 compared to nine months ended September 30,
2002

Revenues  for the nine months  ended  September  30, 2003  ("2003")  were $32.98
million as compared to $35.24  million for the nine months ended  September  30,
2002 ("2002"),  a decrease of $2.26  million,  or 6%. Revenue from the Company's
Media  Communications  Services  decreased  by  $2.04  million,  or 7%,  and the
Company's Research  Communication Services revenue decreased by $403,000, or 6%.
Additionally,  revenue from Teletrax,  the Company's 76% owned  subsidiary,  was
$412,000 in 2003, an increase of $184,000,  or 81%, 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 the continuing  adverse  economic  conditions,  particularly  in the
public relations sector.

Direct costs decreased by $1.49 million,  or 12%, from $12.11 million in 2002 to
$10.62 million in 2003. The Company's gross profit percentage was 68% and 66% 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 $2.26 million,  as a result of
the Company's improved margins, the decrease in gross profit was $770,000.

Selling, general and administrative expenses ("S, G & A") increased by $343,000,
or less than 2%,  from  $21.81  million in 2002 to $22.16  million in 2003.  The
increase in S, G & A includes  increases  in payroll and  payroll-related  costs
("Payroll") of approximately  $434,000. 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,
($591,000),  net of savings of $587,000 from the Company's remaining operations.
Additionally, Teletrax had increases in other S, G & A expenses of approximately
$529,000 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  $619,000 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 $266,000,  or 13%, from $2.07
million in 2002 to $1.81 million in 2003. In 2002 a customer  list,  acquired in
conjunction  with the  acquisition  of The Corporate TV Group,  Inc,.  was fully
amortized.  As a result,  there was a  decrease  in  amortization  of  $367,000.
Additionally, depreciation and amortization increased approximately $107,000 due
to current year fixed asset additions,  substantially related to the roll out of
Teletrax.


                                       15
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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

In September  2003 the Company  entered  into an  agreement  to sublease  excess
office space in its Norwalk,  CT location.  The sublease  resulted in a $592,000
restructuring charge to operations in the 3rd quarter of 2003.

In August  2001 the  Company  received  an  unsolicited  takeover  bid by United
Business Media plc to purchase all of its issued and outstanding  common shares.
In  connection  with this  unsolicited  offer  the  Company  incurred  legal and
financial  advisory  expenses of  approximately  $1.30 million  during 2002. The
unsolicited  offer is no  longer  active  and the  Company  does not  anticipate
incurring any additional costs.

As a result of the foregoing, the Company had an operating loss of $2.47 million
in 2003 as compared to an operating loss of $2.34 in 2002. The operating loss in
2003  and  2002  included  operating  losses  of  $1.91  million  and  $460,000,
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  increases in its
valuation  allowance of $485,000  and  $181,000 in 2003 and 2002,  respectively,
related to the foreign deferred tax asset generated by Teletrax's losses.

The Company had a net loss of $2.35 million in 2003 as compared to a net loss of
$1.93  million  in 2002.  In 2003  the  Company  had a loss  per  share of $0.39
compared to a loss per share of $0.33 in 2002.


                                       16
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


Three months ended  September 30, 2003 compared to three months ended  September
30, 2002

Revenues for the quarter  ended  September  30, 2003 (the "2003  Quarter")  were
$10.32 million as compared to $11.38 million for the quarter ended September 30,
2002 (the "2002 Quarter"),  a decrease of $1.06 million, or 9%. Revenue from the
Company's Media Communications  Services decreased by $1.04 million, or 12%, and
the Company's Research  Communication  Services revenue decreased by $51,000, or
2%.  During  the 2003  Quarter,  the  Company  was  negatively  affected  by the
continuing  adverse  economic  condition,  particularly in the public  relations
sector.

Direct  costs  decreased  by $427,000,  or 12%,  from $3.66  million in the 2002
Quarter  to $3.24  million  in the 2003  Quarter.  The  Company's  gross  profit
percentage  was 69% and 68% 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 decreased by $190,000, or 3%, from $7.12 million in the 2002 Quarter to
$6.93 million in the 2003 Quarter.  The decrease in S, G & A includes a decrease
in Payroll of approximately  $234,000.  The decrease in Payroll is the result of
savings from the Company's core business of  approximately  $371,000,  net of an
increase in Payroll of $137,000 related to Teletrax. Additionally,  Teletrax had
increases  in other  S, G & A  expenses  of  approximately  $49,000  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 $6,000 in the 2003 Quarter as compared to the 2002 Quarter.

Depreciation  and  amortization  expense  increased  by $184,000,  or 41%,  from
$448,000 in the 2002 Quarter to $632,000 in the 2003  Quarter.  The increase was
due to fixed asset additions during the current year,  substantially  related to
the rollout of Teletrax.


As  a  result  of  the  foregoing,   and  including  the  previously   discussed
restructuring  charge of  $592,000  in the 2003  Quarter  and $1.30  million  of
advisory  charges in 2002, the Company had an operating loss of $1.15 million in
the 2003 Quarter as compared to an operating  loss of $1.25  million in the 2002
Quarter.  The operating  loss in the 2003 and 2002 Quarters  included  operating
losses of $562,000  and  $237,000,  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.


                                       17
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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

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 increases
in its  valuation  allowance of $195,000 and $94,000 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 $1.07 million in the 2003 Quarter as compared to a
net loss of $992,000 in the 2002 Quarter.  In the 2003 Quarter the Company had a
loss  per  share  of $0.18  compared  to a loss  per  share of $0.17 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  provided  by  operating
activities  amounted to $729,000 for the nine month period ended  September  30,
2003, while net cash provided by operating  activities for the comparable period
in 2002 was $1.64 million. 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 $1.31 million in 2003 compared to $780,000 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
September  30,  2003 the  Company  has no  potential  earn-out  payments  on its
acquisitions.

In June 2003 the Company incurred  termination costs of approximately  $430,000.
Through September 30, 2003,  $153,000 was paid. The Company anticipates that the
balance will be paid over the next quarter.


                                       18
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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

As of  September  30,  2003  Medialink  had  $4.39  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 $5.50 million
and $6.54 million at September 30, 2003 and December 31, 2002, respectively. The
decrease in cash and cash  equivalents  of $2.00 million  includes  purchases of
fixed  assets of $1.31  million,  cash  earn-out  payments  on  acquisitions  of
$341,000  and pay  downs,  net of  borrowings  on its  line of  credit  facility
aggregating $1.04 million.

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.

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


                                       19
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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

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 $5.50  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  interest,  taxes,  depreciation,  amortization and
other charges,  and certain spending limits related to capital  expenditures and
Teletrax, 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 such 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.

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.


                                       20
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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

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 of 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.

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


                                       21
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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

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.


                                       22
<PAGE>


MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES


Item 3. Qualitative and Quantitative Disclosure about Market Risk

Debt
The Company has a line of credit agreement which exposes the Company to the risk
of  earnings  or cash flow loss due to  changes  in market  interest  rates.  At
September 30, 2003,  $5.50 million was  outstanding  on the line of credit which
has a maturity  date of April 2004.  The interest  rate is based upon the 30-day
LIBOR rate plus 2.25% through 3.25%, per annum, as defined in the agreement. All
other Company debt is fixed-rate and, therefore,  does not expose the Company to
the risk of earning or cash flow loss due to changes in market interest rate.

Foreign Operations
In the normal  course of  business,  through its UK  operations,  the Company is
exposed to the effect of foreign exchange rate fluctuations on the United States
dollar value of its foreign  subsidiaries'  results of operations  and financial
condition.  At September 30, 2003, the Company's primary foreign currency market
exposure was the British pound.

Market Risk
Our accounts  receivables  are  subject,  in the normal  course of business,  to
collection risks. We regularly assess these risks and have established  policies
and business  practices  to protect  against the adverse  effects of  collection
risks. As a result we do not anticipate any material losses in this area.


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.


                                       23
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

     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 none of such matters,  individually or in the aggregate,
          will have a material adverse effect on its financial position.

     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 Section 302 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 July 29,  2003  regarding  earnings
                    for the second quarter ended June 30, 2003.


                                       24
<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: November 14, 2003