U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form 10-Q

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

                For the quarterly period ended September 30, 2004

                                       or

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

                  For the transition period from _____ to _____

                         Commission File Number 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 organization)               Identification Number)

                  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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act.) Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of business on November 15, 2004:

                  Common Stock - 6,050,940

<PAGE>

                                TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

ITEM 1.    Financial Statements                                             3

           Consolidated Balance Sheets as of September 30,
           2004 (unaudited) and December 31, 2003                           3

           Unaudited Consolidated Statements of Operations
           for the nine months ended September 30, 2004 and 2003            4

           Unaudited Consolidated Statements of Operations
           for the three months ended September 30, 2004 and 2003           5

           Unaudited Consolidated Statements of Cash Flows
           for the nine months ended September 30, 2004 and 2003            6

           Notes to Unaudited Consolidated Financial Statements          7 - 14

ITEM 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                    15 - 24

ITEM 3.    Quantitative and Qualitative Disclosure About Market Risk       25

ITEM 4.    Controls and Procedures                                         25

PART II. OTHER INFORMATION

ITEM 1.    Legal Proceedings                                               26

ITEM 2.    Changes in Securities, Use of Proceeds and Issuer Purchases
           of Equity Securities                                            26

ITEM 3.    Defaults Upon Senior Securities                                 26

ITEM 4.    Submission of Matters to a Vote of Security Holders             26

ITEM 5.    Other Information                                               26

ITEM 6.    Exhibits and Reports on Form 8-K                                26


<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                 As of September 30, 2004 and December 31, 2003

<TABLE>
<CAPTION>
                                                                        September 30,   December 31,
                                                                            2004            2003
                                                                        ------------    ------------
                                                                        (Unaudited)
<S>                                                                     <C>             <C>
                                           ASSETS
Current Assets:
   Cash and cash equivalents                                            $  2,224,510    $  3,708,130
   Accounts receivable, net of allowance for doubtful accounts of
     $952,298 and $683,420                                                 6,483,478       7,225,166
   Prepaid expenses and other current assets                               2,898,284       2,183,011
   Prepaid and refundable taxes                                              755,004         690,657
   Deferred tax assets                                                       199,000         199,000
                                                                        ------------    ------------
       Total current assets                                               12,560,276      14,005,964
                                                                        ------------    ------------

Property and equipment, net                                                4,828,651       5,800,070

Goodwill                                                                  13,234,051      13,234,051
Customer list and other intangibles,net of accumulated amortization
  of $4,500,000 and $4,440,485                                                    --          59,515
Investment in joint venture                                                  181,555         365,483
Deferred tax assets                                                        1,920,000       1,805,000
Other assets                                                               1,269,497       1,441,802
                                                                        ------------    ------------
       Total assets                                                     $ 33,994,030    $ 36,711,885
                                                                        ============    ============

                            LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Current portion of obligations under capital leases                  $     99,679    $     96,248
   Borrowings on credit facilities                                         3,750,000       5,500,000
   Accounts payable                                                        2,582,116       1,692,713
   Accrued expenses and other current liabilities                          3,746,498       3,948,809
                                                                        ------------    ------------
       Total current liabilities                                          10,178,293      11,237,770
Obligations under capital leases, net of current portion                      91,545         173,000
Other long term liabilities                                                  327,275         503,336
                                                                        ------------    ------------
       Total liabilities                                                  10,597,113      11,914,106
                                                                        ------------    ------------
Stockholders' Equity:
   Common stock; $.01 par value. Authorized 15,000,000 shares; issued
      6,050,780 shares in 2004 and 6,040,173 shares in 2003                   60,508          60,401
   Additional paid-in capital                                             25,079,155      25,047,284
   Retained earnings (accumulated deficit)                                (1,226,470)        238,477
   Accumulated other comprehensive loss                                     (316,342)       (348,449)
                                                                        ------------    ------------
                                                                          23,596,851      24,997,713
   Less common stock in treasury (at cost, 57,124 shares)                   (199,934)       (199,934)
                                                                        ------------    ------------
       Total stockholders' equity                                         23,396,917      24,797,779
                                                                        ------------    ------------
       Total liabilities and stockholders' equity                       $ 33,994,030    $ 36,711,885
                                                                        ============    ============
</TABLE>

            See notes to unaudited consolidated financial statements

                                       3
<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Nine Months Ended September 30, 2004 and 2003


                                                        2004            2003
                                                   ------------    ------------

Revenues                                           $ 34,148,690    $ 32,975,242

Direct costs                                         11,676,184      10,621,035
                                                   ------------    ------------

     Gross Profit                                    22,472,506      22,354,207

Operating Expenses:
Selling, general and administrative expenses         21,379,295      22,155,355
Depreciation and amortization                         1,889,143       1,807,241
Loss from joint venture                                 183,928         269,193
Loss on impairment of investments                       342,000              --
Restructuring charge - operating lease                       --         592,000
                                                   ------------    ------------

     Operating loss                                  (1,321,860)     (2,469,582)

Interest expense, net                                  (233,087)       (225,565)
                                                   ------------    ------------

     Net loss before income taxes                    (1,554,947)     (2,695,147)

Benefit from income taxes                               (90,000)       (350,000)
                                                   ------------    ------------

     Net loss                                      $ (1,464,947)   $ (2,345,147)
                                                   ============    ============

Basic and diluted loss per share                   $      (0.24)   $      (0.39)
                                                   ============    ============


            See notes to unaudited consolidated financial statements

                                       4
<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
             For the Three Months Ended September 30, 2004 and 2003


                                                        2004            2003
                                                   ------------    ------------

Revenues                                           $ 11,572,683    $ 10,321,087

Direct costs                                          4,236,723       3,236,339
                                                   ------------    ------------

     Gross Profit                                     7,335,960       7,084,748

Operating Expenses:
Selling, general and administrative expenses          7,058,935       6,925,329
Depreciation and amortization                           605,015         632,497
Loss from joint venture                                  47,852          82,229
Restructuring charge - operating lease                       --         592,000
                                                   ------------    ------------

     Operating loss                                    (375,842)     (1,147,307)

Interest expense, net                                   (80,630)        (71,884)
                                                   ------------    ------------

     Net loss before income taxes                      (456,472)     (1,219,191)

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

     Net loss                                      $   (456,472)   $ (1,069,191)
                                                   ============    ============

Basic and diluted loss per share                   $      (0.08)   $      (0.18)
                                                   ============    ============


            See notes to unaudited consolidated financial statements

                                       5
<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Nine Months Ended September 30, 2004 and 2003

<TABLE>
<CAPTION>
                                                                          2004           2003
                                                                      -----------    -----------
<S>                                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                         $(1,464,947)   $(2,345,147)
     Adjustments to reconcile net loss to net cash provided by
        (used in) operating activities:
     Depreciation and amortization                                      1,889,143      1,807,241
     Deferred income taxes                                               (115,000)       250,000
     Equity loss from joint venture                                       183,928        269,193
     Loss on impairment of investments                                    342,000             --
     Restructuring charge                                                      --        592,000
     Changes in assets and liabilities
       Accounts receivable                                                773,795        (89,846)
       Other assets                                                      (436,332)        57,169
       Prepaid expenses and other current assets                         (715,273)      (960,500)
       Accounts payable and accrued expenses                              687,092        169,326
       Other long term liabilities                                       (176,061)            --
       Prepaid and refundable taxes                                       (64,347)       979,147
                                                                      -----------    -----------
          Net cash provided by (used in) operating activities             903,998        728,583
                                                                      -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Cash paid for earn out payments on acquisitions                           --       (341,231)
     Purchases of property and equipment                                 (591,572)    (1,308,252)
                                                                      -----------    -----------
          Net cash used in investing activities                          (591,572)    (1,649,483)
                                                                      -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from the issuance of common stock in connection
       with the exercise of stock options                                  31,978             --
     Repayments of long term debt                                         (78,024)       (45,291)
     Payments on line of credit - bank, net                            (1,750,000)    (1,036,664)
                                                                      -----------    -----------
          Net cash used in financing activities                        (1,796,046)    (1,081,955)
                                                                      -----------    -----------
          Net decrease in cash and cash equivalents                    (1,483,620)    (2,002,855)
Cash and cash equivalents at the beginning of period                    3,708,130      6,389,650
                                                                      -----------    -----------
Cash and cash equivalents at end of period                            $ 2,224,510    $ 4,386,795
                                                                      ===========    ===========
Supplemental disclosure of non-cash activities:
   Common stock issued in connection with acquisitions                $        --    $   275,277
                                                                      ===========    ===========

   Transfer of software to property and equipment from other assets   $        --    $   366,000
                                                                      ===========    ===========
</TABLE>


            See notes to unaudited consolidated financial statements

                                        6


<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1)      Basis of presentation

The 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
consolidated financial statements should be read in conjunction with the
consolidated financial statements and the notes thereto included in the
Company's annual report on Form 10-K filing for the year ended December 31,
2003.

The unaudited 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, 2004. The results for the nine and three months
ended September 30, 2004 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 from assumed conversion of all potentially
dilutive securities attributed to outstanding options to purchase common stock.
For the nine month periods ended September 30, 2004 and 2003, the Company had
common stock equivalents of 112,726 and 52,667, respectively, related to stock
options that were not included in the computation of diluted loss per common
share because they were antidilutive. For the three month periods ended
September 30, 2004 and 2003, the Company had common stock equivalents of 62,011
and 95,905, respectively, related to stock options that were not included in the
computation of diluted loss per common share because they were antidilutive. The
weighted average number of shares for the nine and three months ended September
30, 2004 and 2003 are as follows:

Weighted Average Shares Outstanding

                                    For the nine months ended September 30,
                                    --------------------------------------

                                         2004                    2003
                                         ----                    ----

         Basic and diluted            5,998,274               5,964,504
                                      =========               =========

                                   For the three months ended September 30,
                                   ---------------------------------------

                                         2004                    2003
                                         ----                    ----

         Basic and diluted            6,002,066               5,981,449
                                      =========               =========


                                       7
<PAGE>

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


(3)      Accumulated Other Comprehensive Loss and Comprehensive Loss

The components of comprehensive loss consist of the following:

<TABLE>
<CAPTION>
                                               For the nine months ended September 30,
                                               --------------------------------------

                                                    2004                    2003
                                                    ----                    ----
<S>                                              <C>                     <C>
         Net loss                                $(1,464,947)            $(2,345,147)

         Other comprehensive income (loss):
            Foreign currency translation
              adjustments                             32,107                (123,809)
                                                 -----------               ---------

         Comprehensive loss                      $(1,432,840)            $(2,468,956)
                                                   =========               =========

<CAPTION>
                                              For the three months ended September 30,
                                              ---------------------------------------

                                                    2004                    2003
                                                    ----                    ----
<S>                                                <C>                   <C>
         Net loss                                  $(456,472)            $(1,069,191)

         Other comprehensive loss:
            Foreign currency translation

              adjustments                            (20,741)               (163,800)
                                                     -------               ---------

         Comprehensive loss                        $(477,213)            $(1,232,991)
                                                     =======               =========
</TABLE>

Accumulated other comprehensive loss at September 30, 2004 and December 31, 2003
consists of foreign currency translation adjustments.


                                       8
<PAGE>

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


(4)      Recent Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities", and amended the interpretation
with FIN 46(R) in December 2003. This interpretation and its amendment set forth
a requirement for an investor with a majority of the variable interests in a
variable interest entity ("VIE") to consolidate the entity and also requires
majority and significant variable interest investors to provide certain
disclosures. A VIE is an entity in which the equity investors do not have a
controlling interest, or the equity investment at risk is insufficient to
finance the entity's activities without receiving additional subordinated
financial support from the other parties. The provisions of FIN 46 were
effective immediately for all arrangements entered into with new VIEs created
after January 31, 2003. The Company has not entered into any arrangements with
VIEs after January 31, 2003. For arrangements entered into with VIEs created
prior to January 31, 2003, the provisions of FIN 46 have been delayed to the
first interim or annual period beginning after December 15, 2003. The Company
has evaluated the impact of adoption of FIN 46(R) for its arrangements created
before January 31, 2003. The adoption of this standard did not have a material
impact on the Company's financial statements.

(5)      Investments and Acquisitions

On April 8, 2002, TTX Limited ("Teletrax(TM)"), 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 owns
76% of Teletrax(TM). The minority shareholder of Teletrax(TM) has no future
funding obligations and, accordingly, the Company has recorded 100% of the loss
from operations of this subsidiary, which it consolidates.

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.

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

During the nine months ended September 30, 2004, the Company recorded a loss on
the impairment of investments of $342,000 related to two investments accounted
for under the cost method.


                                       9
<PAGE>

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


(6)      Line of Credit

The Company has a line of credit facility with a bank expiring in January 31,
2005. The line allows for borrowings of up to the lower of (i) $3.75 million,
$3.50 million and $3.00 million at July 1, 2004, October 1, 2004 and December
31, 2004, respectively, or (ii) 80% of eligible accounts receivable balances, as
defined. Interest under the line is payable monthly at the rate of the 30-Day
LIBOR Rate plus 5.5% per annum. In accordance with the agreement, the Company
made a principal payment of $250,000 on October 1, 2004. Covenants under the
agreement include limits on capital expenditures, minimum earnings before
interest, taxes, depreciation and amortization and minimum tangible net worth,
as defined in the agreement. Additionally, the agreement requires the Company to
obtain financing by January 15, 2005, to support Teletrax(TM)'s operations. On
November 8, 2004 the Company entered into a definitive agreement with the
institutional investors for the private placement of $5.00 million of securities
to be issued by the Company (see note 12 for further details).

The Company paid a line of credit fee of $30,000 covering the period from April
15, 2004 through January 31, 2005.

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

On November 8, 2004, the Company amended certain provisions of its loan credit
facility. Pursuant to the amending letter, the term of the loan credit facility
was extended to December 31, 2005; several financial covenants were amended; and
maximum borrowings were reduced to $2.00 million.

(7)      Intangible Assets

Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                        September 30, 2004                        December 31, 2003
                                 -------------------------------        ---------------------------------
                                         (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         (500)       --            500           (440)         60
                                   ------      -------      ----         ------        -------        ----
Total                              $4,500      $(4,500)     $ --         $4,500        $(4,440)       $ 60
                                   ======      =======      ====         ======        =======        ====
</TABLE>

Aggregate amortization expense for the nine months ended September 30, 2004 and
2003 was $60,000 for each period. Aggregate amortization expense for the three
months ended September 30, 2004 and 2003 was $20,000 for each period.


                                       10
<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
              NOTES TO UNAUDITED 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. We adopted the
disclosure portion of this statement in the fiscal 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 during 2005. 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 2004 and 2003, as prescribed
by SFAS 123, the Company's net loss and loss per share for the periods ended
September 30, 2004 and 2003 would approximate the pro forma amounts as indicated
below:

                                                        For the nine months
                                                        ended September 30,
                                                   ----------------------------
                                                      2004               2003
                                                      ----               ----

         Net loss - as reported                    $(1,464,947)     $(2,345,147)
         Deduct:  total stock-based
           employee compensation expense
           determined under the fair
           value method, net of related tax
           effects                                    (128,186)        (198,647)
                                                   -----------      -----------
         Net loss - pro forma                      $(1,593,133)     $(2,543,794)
                                                   ===========      ===========

         Basic and diluted EPS - as reported       $     (.24)      $     (.39)
         Basic and diluted EPS - pro forma         $     (.27)      $     (.43)


                                       11
<PAGE>

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


                                                       For the three months
                                                        ended September 30,
                                                   ----------------------------
                                                      2004               2003
                                                      ----               ----

         Net loss - as reported                      $(456,472)     $(1,069,191)
         Deduct:  total stock-based
           employee compensation expense
           determined under the fair
           value method, net of related tax
           effects                                     (63,854)         (58,342)
                                                   -----------      -----------
         Net loss - pro forma                        $(520,326)     $(1,127,533)
                                                   ===========      ===========

         Basic and diluted EPS - as reported       $     (.08)      $     (.18)
         Basic and diluted EPS - pro forma         $     (.09)      $     (.19)

The fair value of each grant is estimated using the Black-Scholes Options
Pricing Model with the following assumptions: for 2004 grants - risk free
interest rate of 3.42%, expected life of 5 years and dividend yield of 0% and
expected volatility of 60%; for 2003 grants - risk free interest rate of 4.25%,
expected life of 5 years and dividend yield of 0% for all grants and expected
volatility of 5%.

(9) Supplemental Cash Flow Information:

Cash paid for interest and income taxes during the nine months ended September
30, 2004 and 2003 was as follows:

                                               2004               2003
                                            ---------          ---------

         Interest                           $ 233,000          $ 226,000
                                            =========          =========
         Income Taxes                       $  72,000          $  78,000
                                            =========          =========


                                       12
<PAGE>

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


(10) Provision for Income Taxes (Income Tax Benefit)

Medialink's effective tax rates were significantly impacted by the accounting
for the losses from foreign operations. The income tax benefit amounts on US
pretax losses in 2004 and 2003 were calculated using Medialink's effective tax
rates on its US pretax losses of 41% in all periods presented. These benefits
were offset by state and local taxes and taxes on capital. Additionally, as a
result of the limited historical results of its UK operations, including
Teletrax(TM) and management's limited ability to project its UK future results,
the Company has recorded a valuation allowance of $108,000 and $282,000 for the
three and nine month periods ended September 30, 2004, respectively, and
$150,000 and $373,000 for the three and nine month periods ended September 30,
2003, respectively, which completely offset the related foreign deferred tax
asset generated by its UK losses. The combination of recording valuation
allowances on UK losses and the minimum state and local taxes resulted in
consolidated effective tax rates of 0% and 12% in the three months ended
September 30, 2004 and 2003, respectively and 6% and 13% in the nine months
ended September 30, 2004 and 2003.

(11)     Liquidity

The Company had suffered recurring losses for the three-year period ended
December 31, 2003 and through September 30, 2004. At December 31, 2003, the
Company was not in compliance with the minimum tangible net worth covenant under
the Company's line of credit agreement, which was waived by the lender through
April 15, 2004 through the issuance of a forbearance. The forbearance was
extended through January 31, 2005. On November 8, 2004, the Company amended
certain provisions of its loan credit facility. Pursuant to the amending letter,
the term of the loan credit facility was extended to December 31, 2005; several
financial covenants were amended; and the Company was required to pay down
certain amounts outstanding under the credit facility. Additionally, on November
8, 2004 the Company entered into a definitive agreement with institutional
investors for the private placement of $5.00 million of securities to be issued
by the Company (see footnote 12 for further details).

(12)     Subsequent Events

On November 8, 2004 the Company entered into a definitive agreement with
institutional investors for the private placement of $5.00 million of securities
to be issued by the Company. The securities consist of five-year, redeemable,
subordinated unsecured debentures bearing a variable interest rate of the higher
of 7% or 450 basis points above LIBOR for the first three years and an adjusted
rate thereafter. The debentures are convertible into common stock at a
conversion price of $4.05, a premium of 23% over the closing price of the
Company's common stock on November 8, 2004. In addition, the Company agreed to
issue to the investors warrants to purchase an aggregate of 582,929 shares of
the Company's common stock at an exercise price of $3.99 per share.

On November 8, 2004, the Company amended certain provisions of its loan credit
facility. Pursuant to the amending letter, the term of the loan credit facility
was extended to December 31, 2005; several financial covenants were amended; and
the Company was required to pay down certain amounts outstanding under the
credit facility.


                                       13
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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

RESULTS OF OPERATIONS

Summary and Outlook

Although revenue for the first half of 2004 was relatively flat as compared to
2003, the Company began to experience an increase in demand for its services in
the second quarter which continued in the third quarter of 2004. Revenue for the
nine months ended 2004 increased by $1.17 million, or 3.6%, as compared to the
nine months ended September 30, 2003. Revenue in the third quarter increased by
$1.25 million or 12.1% as compared to the third quarter of 2003. Media
Communications recorded improved performance during the nine months ended
September 30, 2004 as compared to the prior year despite a decline in demand for
its strategic services resulting from fewer issues-related needs, significantly
from one client, reducing strategic service revenues by $3.93 million.

For the third quarter of 2004, revenues from Medialink's core services, Media
Communications and Media Research services, increased $1.05 million, or 10% as
compared to 2003. At the same time, the Company has continued to invest in its
new Teletrax(TM) service and increased revenue from its Teletrax(TM) services,
excluding sales of equipment, by $132,000, from $158,000 in 2003 to $290,000 in
2004.

During the third quarter the Company continued to focus its efforts on
maintaining the operating efficiencies it implemented over the past several
quarters and continued to create new efficiencies, maintaining high gross profit
margins and identifying further savings in selling, general and administrative
expenses ("S, G & A").

The Company finances its operations from cash generated from operations and from
its line of credit facility. During 2003 the Company was in default of its
tangible net worth covenant under the line of credit facility and, during 2004,
in accordance with provisions under its line of credit, the Company reduced its
outstanding borrowings under the line by $1.25 million to $3.75 million. On
November 8, 2004, the Company amended certain provisions of its loan credit
facility. Pursuant to the amending letter, the term of the loan credit facility
was extended to December 31, 2005; several financial covenants were amended; and
the Company was required to pay down certain amounts outstanding under the
credit facility. Additionally, on November 8, 2004, the Company entered into a
definitive agreement with institutional investors for the private placement of
$5.00 million of securities to be issued by the Company. The securities consist
of five-year, redeemable, subordinated unsecured debentures. The Company
believes the amended line of credit facility and the new subordinated debenture
issuance, in conjunction with the costs savings implemented in 2003 and 2004,
will be adequate to fund the Company's needs during 2004.


                                       14
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


Nine months ended September 30, 2004 compared to Nine months ended September 30,
2003

Revenues for the nine months ended September 30, 2004 ("2004") were $34.15
million as compared to $32.98 million for the nine months ended September 30,
2003 ("2003"), broken out as follows:

                                                   (in thousands)
                                    -------------------------------------------
                                       For the Nine Months Ended September 30,
                                    -------------------------------------------
                                      2004        2003       Change        %
                                    -------     -------     -------     -------

Media Communication Services        $26,343     $26,016     $   327           1%
Research Communication Services       6,637       6,547          90           1%

Teletrax:
Service Revenue                         873         374         499         133%
Equipment Sales                         296          38         258         679%
                                    -------     -------     -------
Total Teletrax                        1,169         412         757         184%
                                    -------     -------     -------

Total Revenue                       $34,149     $32,975     $ 1,174           4%
                                    =======     =======     =======     =======

While the Company detected a slight rebound in spending in the public relations
industry during the first half and a stronger rebound into the third quarter,
the Company experienced a decrease in demand for its strategic services as a
significant client had fewer issue-related needs during 2004 as compared to
2003. Included in the increase in revenue from Media Communication Services of
$327,000 was a reduction in revenue from its strategic services of $3.93
million.

Direct costs increased by $1.06 million, or 9.9%, from $10.62 million in 2003 to
$11.68 million in 2004. Included in direct costs were direct costs associated
with Teletrax Revenue of $908,000 and $470,000, respectively, in 2004 and 2003.
The Company's gross profit percentage was 66% and 68% in 2004 and 2003,
respectively. The Company was able to maintain its gross profit margins as a
result of continued 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.

Selling, general and administrative expenses ("S, G & A") decreased by $776,000,
or 4%, from $22.16 million in 2003 to $21.38 million in 2004. The decrease in S,
G & A includes decreases in payroll and payroll-related costs ("Payroll") of
approximately $237,000. Included in 2003 Payroll was $430,000 related to
termination costs. Not including the decrease in Payroll, the Company decreased
its S, G & A expenses by $539,000, substantially the result of reduced spending
on advertising and marketing, travel and entertainment, insurance, rent and
office costs.

Depreciation and amortization expense increased by $82,000, or 5%, from $1.81
million in 2003 to $1.89 million in 2004. Included in depreciation and
amortization is depreciation related to Teletrax of $399,000 and $273,000 in
2004 and 2003, respectively. The increase was due to fixed asset additions


                                       15
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


during the last twelve months, substantially related to the rollout of
Teletrax(TM).

During 2004 the Company recorded a loss on the impairment of investments of
$342,000 related to two investments accounted for under the equity cost method.

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.

As a result of the foregoing, the Company had an operating loss of $1.32 million
in 2004 as compared to an operating loss of $2.47 million in 2003. The operating
loss in 2004 and 2003 included operating losses of $1.53 million and $1.91
million, respectively, from the Company's 76% owned subsidiary, Teletrax(TM),
which was formed in April 2002. The minority shareholder of Teletrax(TM) 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 on US
pretax earnings of 41% in both 2004 and 2003. In both 2004 and 2003 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 its UK
operations, including Teletrax(TM) and management's limited ability to project
its UK future results, the Company has recorded a valuation allowance of $1.2
million related to the foreign deferred tax asset generated by its cumulative UK
losses. Tax assets are recognized based upon expected taxable income. Recording
the additional valuation allowance and the minimum state and local taxes reduces
the effective tax rates to 6% and 13% in 2004 and 2003, respectively.

The Company had a net loss of $1.46 million in 2004 as compared to a net loss of
$2.35 million in 2003. In 2004 the Company had a loss per share of $0.24
compared to a loss per share of $0.39 in 2003.


                                       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, 2004 compared to Three months ended September
30, 2003

Revenues for the three months ended September 30, 2004 (the "2004 Quarter") were
$11.57 million as compared $10.32 million for the three months ended September
30, 2003 (the "2003 Quarter"), broken out as follows:

                                                  (in thousands)
                                  ---------------------------------------------
                                      For the Three Months Ended September 30,
                                  ---------------------------------------------
                                    2004        2003        Change        %
                                  --------    --------     --------    --------

Media Communication Services      $  8,874    $  7,960     $    914          11%
Research Communication Services      2,351       2,217          134           6%

Teletrax:
Service Revenue                        290         158          132          84%
Equipment Sales (Credit)                58         (14)          72          --
                                  --------    --------     --------
Total Teletrax                         348         144          204         142%
                                  --------    --------     --------

Total Revenue                     $ 11,573    $ 10,321     $  1,252          12%
                                  ========    ========     ========    ========

The Company experienced improved performances from its core services from a
continuing rebound in spending in the public relations industry, specifically
from increased demand on its Media Communication and Teletrax Services.

Direct costs increased by $1.00 million, or 31%, from $3.24 million in the 2003
Quarter to $4.24 million in the 2004 Quarter. Included in direct costs were
direct costs associated with Teletrax Revenue of $307,000 and $161,000,
respectively, in the 2004 and 2003 Quarters. The Company's gross profit
percentage was 63% and 69% in the 2004 Quarter and the 2003 Quarter,
respectively. The decrease in the gross profit percentage was due to product
mix. Additionally, the 2003 Quarter gross profit percentage of 69% was at the
high end of the Company's historical range.

S, G & A increased by $134,000, or 2%, from $6.93 million in the 2003 Quarter to
$7.06 million in the 2004 Quarter. The increase in S, G & A includes an increase
in Payroll of approximately $245,000. Excluding the increase in Payroll, the
Company decreased its S, G & A expenses by $111,000. This decrease was
substantially the result of reduced spending in advertising and marketing,
travel and entertainment, rent and office costs.

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.

Depreciation and amortization expense decreased by $27,000, or 4%, from $632,000
in the 2003 Quarter to $605,000 in the 2004 Quarter. Included in depreciation


                                       17
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


and amortization is depreciation related to Teletrax of $134,000 and $111,000 in
the 2004 Quarter and 2003 Quarter, respectively.

As a result of the foregoing, the Company had an operating loss of $376,000 in
the 2004 Quarter as compared to an operating loss of $1.15 million in the 2003
Quarter. The operating loss in 2003 included operating losses of $530,000 and
$562,000, respectively, from the Company's 76% owned subsidiary, Teletrax(TM),
which was formed in April 2002. The minority shareholder of Teletrax(TM) has no
future funding obligations and, accordingly, the Company has recorded 100% of
the loss from this subsidiary.


Provision for income taxes (income tax benefit) was calculated using Medialink's
effective tax rates on US pretax earnings of 41% in both 2004 and 2003. In both
2004 and 2003 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
its UK operations, including Teletrax(TM) and management's limited ability to
project its UK future results, the Company has recorded a valuation allowance of
$1.2 million related to the foreign deferred tax asset generated by its
cumulative UK losses. Tax assets are recognized based upon expected taxable
income. Recording the additional valuation allowance and the minimum state and
local taxes increase the effective tax rate to 0% in the 2004 Quarter and
reduces the effective tax rate to 12% in the 2003 Quarter.

The Company had net loss of $456,000 in the 2004 Quarter as compared to a net
loss of $1.07 million in the 2003 Quarter. In 2004 the Company had a loss per
share of $0.08 compared to a loss per share of $0.18 in 2003.


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 $904,000 for the nine month period ended September 30,
2004, as compared to cash provided by operating activities for the comparable
period in 2003 was $729,000. Capital expenditures which are primarily incurred
to support the Company's sales and operations and the continuing roll-out of the
Teletrax(TM) network were $592,000 in 2004 compared to $1.31 million in 2003.
Cash flows related to earn out payments on the Company's various acquisitions
amounted to $341,000 in 2003. As of June 30, 2003 the Company had no future
obligation for earn-out payments on its acquisitions.

The Company has a line of credit facility with a bank expiring in January 31,
2005. The line allows for borrowings of up to the lower of (i) $3.75 million,
$3.50 million and $3.00 million at July 1, 2004, October 1, 2004 and December
31, 2004, respectively, or (ii) 80% of eligible accounts receivable balances, as
defined. Interest under the line is payable monthly at the rate of the 30-Day
LIBOR Rate plus 5.5% per annum. In accordance with the agreement, the Company
made a principal payment of $250,000 on October 1, 2004. Covenants under the
agreement include limits on capital expenditures, minimum earnings before
interest, taxes, depreciation and amortization and minimum tangible net worth,
as defined in the agreement. Additionally, the agreement requires the Company to


                                       18
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


obtain financing by January 15, 2005, to support Teletrax(TM)'s operations. On
November 8, 2004 the Company entered into a definitive agreement with
institutional investors for the private placement of $5.00 million of securities
to be issued by the Company. Additionally, on November 8, 2004, the Company
amended certain provisions of its loan credit facility. Pursuant to the amending
letter, the term of the loan credit facility was extended to December 31, 2005;
several financial covenants were amended; and the Company was required to pay
down certain amounts outstanding under the credit facility.

As of September 30, 2004 Medialink had $2.22 million in cash and cash
equivalents as compared to $3.71 million as of December 31, 2003. In addition,
the Company had a balance due under its line of credit facility of $3.75 million
and $5.50 million at September 30, 2004 and December 31, 2003, respectively. The
decrease in cash and cash equivalents of $1.49 million includes purchases of
fixed assets of $592,000, and pay downs, net of borrowings on its line of credit
facility aggregating $1.75 million. The remaining change was substantially
attributable to the changes in its operating assets and liabilities.

The Company believes, based upon its financial forecast, that it has sufficient
capital resources, including proceeds from the November 8, 2004 issuance of
$5.00 million subordinated convertible debentures, availability under amended
line of credit facility and cash flow from operations, to fund its net cash
needs for at least the next twelve months.

Contractual Obligations
There were no material changes to our contractual obligations during the 2004
Quarter. For information regarding our contractual obligations at December 31,
2003, see our Annual Report on Form 10-K for the fiscal year ended December 31,
2003.


                                       19
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.


RISK FACTORS

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 or not use the
Company's services for a particular project as these clients may determine that
their messages may not receive adequate attention in light of the coverage of
other news events. These 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 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


                                       20
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


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 line of credit facility with a bank expiring in January 31,
2005. The line allows for borrowings of up to the lower of (i) $3.75 million,
$3.50 million and $3.00 million at July 1, 2004, October 1, 2004 and December
31, 2004, respectively, or (ii) 80% of eligible accounts receivable balances, as
defined. Interest under the line is payable monthly at the rate of the 30-Day
LIBOR Rate plus 5.5% per annum. In accordance with the agreement, the Company
made a principal payment of $250,000 on October 1, 2004. Covenants under the
agreement include limits on capital expenditures, minimum earnings before
interest, taxes, depreciation and amortization and minimum tangible net worth,
as defined in the agreement. Additionally, the agreement requires the Company to
obtain financing by January 15, 2005, to support Teletrax(TM)'s operations. On
November 8, 2004 the Company entered into a definitive agreement with
institutional investors for the private placement of $5.00 million of securities
to be issued by the Company. Additionally, on November 8, 2004, the Company
amended certain provisions of its loan credit facility. Pursuant to the amending
letter, the term of the loan credit facility was extended to December 31, 2005;
several financial covenants were amended; and the Company was required to pay
down certain amounts outstanding under the credit facility.

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.


                                       21
<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(TM), 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, 2003.

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 invoiced based upon the achievement of
specific events as defined by each agreement including deliverables, timetables
and incurrence 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.


                                       22
<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, the Company adopted the provisions of Financial
Accounting Standards Board (FASB) Statement of Financial Accounting Standards
(SFAS) No. 142, Goodwill and Other Intangible Assets, which required the Company
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 also requires the Company to use its judgment and could require
the Company to write down the carrying value of its goodwill and other
intangible assets in future periods. During the third Quarter of 2004 the
Company evaluated its goodwill and no impairment was indicated.

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.

The agreements pursuant to which the Company acquired certain companies included
provisions that could require the Company to issue additional cash or shares of
common stock if certain performance targets are met. The value of any such
additional consideration was added to the goodwill related to such acquisition.
As of June 30, 2003 the Company had no future commitments on any of its
acquisitions that would result in additional goodwill to be recorded.

Long-lived Assets
Long-lived assets, such as property, plant, and equipment, and purchased
intangibles subject to amortization, 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 estimated undiscounted future
cash flows expected to be generated by the asset. If the carrying amount of an
asset exceeds its estimated future cash flows, an impairment charge is
recognized by the amount by which the carrying amount of the asset exceeds the
fair value of the asset. Assets to be disposed of would be separately presented
in the balance sheet and reported at the lower of the carrying amount or fair
value less costs to sell and are no longer depreciated. The assets and
liabilities of a disposed group classified as held for sale would be presented
separately in the appropriate asset and liability sections of the balance sheet.


                                       23
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


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 which would alter our
judgment in this regard, it may have an impact on future operating results.



                                       24
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES


Item 3. QUANTITATIVE AND QUALITATIVE 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, 2004, $3.75 million was outstanding on the line of credit which
has a maturity date of January 2005. The interest rate is based upon the 30-day
LIBOR rate plus 5.50%, 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. See footnote
6, "Line of Credit".

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, 2004, 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.


                                       25
<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 and Issuer Purchases of
         Equity Securities.
                                    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:

               31.1    Certifications pursuant to Section 302 of the
                       Sarbanes-Oxley Act of 2002.

               31.2    Certification 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 27, 2004 regarding
                       earnings for the six and three months ended June 30 2004.


                                       26
<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 15, 2004



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