United States 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, 2005

                                       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 by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.) Yes [_] No [X]

The number of shares of the issuer's common stock outstanding as of November 10,
2005, was 6,153,203.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                 <C>
PART I. FINANCIAL INFORMATION

Item 1.           Financial Statements

                  Consolidated Balance Sheets as of September 30, 2005,
                  and December 31, 2004 (Unaudited)                                       3

                  Consolidated Statements of Operations for the nine months
                  ended September 30, 2005 and 2004 (Unaudited)                           4

                  Consolidated Statements of Operations for the three months
                  ended September 30, 2005 and 2004 (Unaudited)                           5

                  Consolidated Statements of Cash Flows for the nine months
                  ended September 30, 2005 and 2004 (Unaudited)                           6

                  Notes to Consolidated Financial Statements                            7 - 10

Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                            11 - 17

Item 3.           Quantitative and Qualitative Disclosures About Market Risk             17

Item 4.           Controls and Procedures                                                18

PART II. OTHER INFORMATION

Item 1.           Legal Proceedings                                                      19

Item 6.           Exhibits                                                               19
</TABLE>

<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
          (In thousands of dollars, except share and per-share amounts)

<TABLE>
<CAPTION>
                                                                           September 30,  December 31,
                                                                                2005          2004
                                                                              --------      --------
<S>                                                                           <C>           <C>
                                     ASSETS
Current Assets:
   Cash and cash equivalents                                                  $  7,770      $ 11,675
   Accounts receivable, net of allowance for doubtful accounts of
     $721 and $593                                                               4,813         6,145
   Prepaid expenses                                                                475           390
   Prepaid and refundable taxes                                                    906           565
   Other current assets                                                          1,130         1,883
                                                                              --------      --------
       Total current assets                                                     15,094        20,658

Property and equipment - net                                                     3,807         4,069
Goodwill                                                                        13,006        13,006
Other assets                                                                     1,302         1,040
                                                                              --------      --------
       Total assets                                                           $ 33,209      $ 38,773
                                                                              ========      ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable                                                           $  1,616      $  2,498
   Accrued expenses and other current liabilities                                5,094         6,358
   Current portion of capital lease obligation                                     117           113
   Taxes payable                                                                    --           340
                                                                              --------      --------
       Total current liabilities                                                 6,827         9,309

Convertible debentures, net of unamortized discount of $1,010 and $1,167         3,990         3,833
Capital lease obligation, net of current portion                                    --            97
Other long-term liabilities                                                        404           454
                                                                              --------      --------
       Total liabilities                                                        11,221        13,693
                                                                              --------      --------

Commitments and contingencies

Stockholders' Equity:
   Series A Preferred stock: $.01 par value, authorized 50,000
      shares; none issued and outstanding
   Common stock: $.01 par value, authorized 15,000,000 shares; issued and
      outstanding 6,153,203 shares in 2005 and  6,055,430 shares in 2004            62            61
   Additional paid-in capital                                                   26,569        26,291
   Accumulated deficit                                                          (3,958)         (733)
   Accumulated other comprehensive loss                                           (342)         (196)
   Common stock in treasury (at cost, 101,121 shares)                             (343)         (343)
                                                                              --------      --------
       Total stockholders' equity                                               21,988        25,080
                                                                              --------      --------
       Total liabilities and stockholders' equity                             $ 33,209      $ 38,773
                                                                              ========      ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements

                                       3
<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                    (In thousands, except per-share amounts)

<TABLE>
<CAPTION>
                                                                For the nine months ended
                                                                      September 30,
                                                                 ----------------------
                                                                   2005          2004
                                                                 --------      --------
<S>                                                              <C>           <C>
Revenues                                                         $ 26,598      $ 27,511
                                                                 --------      --------
Operating expenses:
Direct costs                                                       10,574        10,722
Selling, general, and administrative expenses                      18,132        16,038
Depreciation and amortization                                       1,256         1,384
Loss from joint venture                                                --           184
Impairment of investments                                              --           342
                                                                 --------      --------
Total operating expenses                                           29,962        28,670
                                                                 --------      --------
Operating loss                                                     (3,364)       (1,159)
Interest expense - net                                               (365)         (233)
                                                                 --------      --------
Loss from continuing operations before taxes                       (3,729)       (1,392)
Income tax benefit                                                   (310)          (30)
                                                                 --------      --------
Loss from continuing operations                                    (3,419)       (1,362)
Income (loss) from discontinued operations                            194          (103)
                                                                 --------      --------
Net loss                                                         $ (3,225)     $ (1,465)
                                                                 ========      ========


Net loss                                                         $ (3,225)     $ (1,465)
Other comprehensive income (loss)                                    (146)           32
                                                                 --------      --------
Comprehensive loss                                               $ (3,371)     $ (1,433)
                                                                 ========      ========

Basic and diluted income (loss) per common share:
Loss from continuing operations                                  $  (0.57)     $  (0.23)
Income (loss) from discontinued operations                       $   0.03      $  (0.02)
Net loss                                                         $  (0.54)     $  (0.24)

Weighted average number of common shares - basic and diluted        6,021         5,998
</TABLE>

     See accompanying notes to unaudited consolidated financial statements

                                       4
<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                    (In thousands, except per-share amounts)

<TABLE>
<CAPTION>
                                                              For the three months ended
                                                                     September 30,
                                                                 ----------------------
                                                                   2005          2004
                                                                 --------      --------
<S>                                                              <C>           <C>
Revenues                                                         $  8,827      $  9,221
                                                                 --------      --------
Operating expenses:
Direct costs                                                        3,620         3,902
Selling, general, and administrative expenses                       6,067         5,348
Depreciation and amortization                                         386           439
Loss from joint venture                                                --            48
                                                                 --------      --------
Total operating expenses                                           10,073         9,737
                                                                 --------      --------
Operating loss                                                     (1,246)         (516)
Interest expense - net                                               (151)          (80)
                                                                 --------      --------
Loss from continuing operations before taxes                       (1,397)         (596)
Income tax benefit                                                    (90)           --
                                                                 --------      --------
Loss from continuing operations                                    (1,307)         (596)
Income from discontinued operations                                   134           140
                                                                 --------      --------
Net loss                                                         $ (1,173)     $   (456)
                                                                 ========      ========


Net loss                                                         $ (1,173)     $   (456)
Other comprehensive loss                                              (26)          (21)
                                                                 --------      --------
Comprehensive loss                                               $ (1,199)     $   (477)
                                                                 ========      ========

Basic and diluted income (loss) per common share:
Loss from continuing operations                                  $  (0.22)     $  (0.10)
Income  from discontinued operations                             $   0.02      $   0.02
Net loss                                                         $  (0.19)     $  (0.08)

Weighted average number of common shares - basic and diluted        6,052         6,002
</TABLE>

     See accompanying notes to unaudited consolidated financial statements

                                       5
<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                            (In thousands of dollars)

<TABLE>
<CAPTION>
                                                                           For the nine months ended
                                                                                 September 30,
                                                                             ----------------------
                                                                                2005          2004
                                                                             --------      --------
<S>                                                                          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                $ (3,225)     $ (1,362)
     Adjustments to reconcile net loss to net cash provided by (used in)
        operating activities:
     Depreciation and amortization                                              1,256         1,384
     Provision for bad debts                                                      183           219
     Impairment of investments                                                     --           342
     Deferred income taxes                                                         --          (115)
     Loss from joint venture                                                       --           184
     Gain on sale of division and loss from discontinued operations, net
        of taxes                                                                 (194)           --
     Other                                                                        198            --
     Changes in operating assets and liabilities, net of effects of
        dispositions:
     Accounts receivable                                                        1,021          (173)
     Prepaid expenses and other assets                                           (349)         (886)
     Prepaid and refundable income taxes and taxes payable                       (681)          (64)
     Accounts payable and accrued expenses                                     (1,367)          921
     Other liabilities                                                            (37)         (176)
                                                                             --------      --------
          Net cash (used in) provided by operating activities                  (3,195)          274
                                                                             --------      --------

CASH FLOWS FROM INVESTING ACTIVITY -
     Purchases of property and equipment                                       (1,009)         (487)
                                                                             --------      --------
          Net cash used in investing activity                                  (1,009)         (487)
                                                                             --------      --------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments on line of credit                                                    --        (1,750)
     Proceeds from the issuance of common stock in connection
       with the exercise of stock options                                         280            32
     Repayments of obligations under capital lease                                (75)          (81)
     Other financing activities                                                   (13)           --
                                                                             --------      --------
Net cash provided by (used in) financing activities                               192        (1,799)
                                                                             --------      --------
Net cash provided by discontinued operations                                      134           528
                                                                             --------      --------
Net decrease in cash and cash equivalents                                      (3,878)       (1,484)
Effect of exchange rate changes on cash and cash equivalents                      (27)            3
Cash and cash equivalents at the beginning of period                           11,675         3,708
                                                                             --------      --------
Cash and cash equivalents at end of period                                   $  7,770      $  2,227
                                                                             ========      ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements

                                       6
<PAGE>

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


1.    Basis of Presentation

The  accompanying  unaudited  consolidated  financial  statements  of  Medialink
Worldwide  Incorporated  and its subsidiaries  (the "Company"),  which have been
prepared in accordance  with the  instructions to Form 10-Q and therefore do not
include all  information  and  footnotes  necessary for a fair  presentation  of
financial  position,  results of operations,  and cash flows in conformity  with
generally accepted accounting principles, should be read in conjunction with the
notes to the consolidated financial statements contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 2004.  The Company  believes
that  all  adjustments,  consisting  primarily  of  normal  recurring  accruals,
necessary  for  a  fair   presentation  have  been  included  in  the  financial
statements.  The operating results of any quarter are not necessarily indicative
of the results for any future period.

On December  31,  2004,  the Company sold its  research  division,  Delahaye,  a
provider  of  public  relations  research  services  for  businesses  and  other
organizations.  Delahaye's operations are reflected as a discontinued  operation
for all periods presented in the accompanying  unaudited  consolidated financial
statements, and the operating results of Delahaye through December 31, 2004, the
date  of  sale,  are  reflected   separately  from  the  results  of  continuing
operations.

Certain  reclassifications  have been made to the 2004  financial  statements to
conform to the 2005  presentation,  including  reclassifications  to reflect the
presentation of Delahaye as a discontinued operation in 2004.


2.    Summary of Significant Accounting Policies

Revenue Recognition

Revenue  for  webcasts,  satellite  media tours and other live  events,  and the
production  of video news releases and still  photographs  are  recognized  upon
substantial  completion  of  the  services  being  provided.  Revenue  from  the
distribution  and  monitoring  of video news  releases and the  distribution  of
printed news releases is recognized upon distribution of such releases.  Revenue
from  Teletrax(TM)  services are  recognized  ratably over the period of service
being  provided.   Revenue  from  the  sale  of  equipment  is  recognized  upon
installation and acceptance by the client.

Operating Costs

Direct costs  primarily  represent  incremental  third-party  costs  incurred in
connection  with  providing  services to clients,  including  production  costs.
Direct costs also include  incremental  costs incurred for  commissions  paid to
salaried sales personnel. Selling, general, and administrative costs include all
internal costs,  including  payroll-related and other internal costs incurred in
connection with providing services to clients, including all internal production
costs.


3.    Earnings (Loss) per Share

Basic earnings  (loss) per share of common stock is computed by dividing  income
(loss) available to common stockholders by the weighted average number of common
shares  outstanding.  There were no  reconciling  items to net loss to arrive at
loss available to common stockholders for the quarterly and year-to-date periods
ended September 30, 2005 and 2004.  Diluted  earnings (loss) per share of common
stock is computed by giving effect to all dilutive  potential common shares. The
number of shares used in the  calculation of diluted  earnings  (loss) per share
for the nine months  ended  September  30, 2005 and 2004,  excluded  102,934 and
112,726,  respectively,  of  incremental  shares  related to stock  options  and
warrants.  The number of shares  used in the  calculation  of  diluted  earnings
(loss)  per  share for the  three  months  ended  September  30,  2005 and 2004,
excluded 34,321 and 62,011, respectively, of incremental shares related to stock
options and warrants. Such incremental shares were excluded from the calculation
of diluted earnings (loss) per share due to their antidilutive effect.


                                       7
<PAGE>

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


4.    Discontinued Operations

In  December  2004,  the  Company  sold  substantially  all  of the  assets  and
liabilities of its research  division,  Delahaye,  for approximately  $8,000, of
which  $7,700  was  collected  at  closing  with  the  balance  to be paid  upon
settlement of any outstanding contingencies.  Additionally,  the proceeds are to
be  adjusted  for the  amount by which  working  capital on the date of the sale
exceeds certain thresholds.  The Company reached a settlement in October 2005 to
settle  all  outstanding  claims  and  contingencies.  In  connection  with  the
settlement,  the Company  recorded an additional gain of $194 on the sale of the
division for the nine months ended September 30, 2005.

Delahaye's  operations are reported as a discontinued  operation for all periods
presented  in  the  accompanying  consolidated  financial  statements,  and  the
operating  results of  Delahaye  are  reflected  separately  from the results of
continuing  operations  through December 31, 2004, the date of sale. The results
of  operations  and the gain on sale of Delahaye are  presented as  discontinued
operations  for the nine and three  months  ended  September  30, 2005 and 2004,
respectively, as follows:

<TABLE>
<CAPTION>
                                                 Nine months ended       Three months ended
                                                    September 30,           September 30,
                                                -------------------      -------------------
                                                 2005        2004         2005        2004
                                                -------     -------      -------     -------
<S>                                             <C>         <C>          <C>         <C>
Revenues                                        $    --     $ 6,637      $    --     $ 2,351
                                                =======     =======      =======     =======

Income (loss) from operations before income
   taxes                                        $    --     $  (163)     $    --     $   140
Gain on sale of division                            284          --          224          --
                                                -------     -------      -------     -------

Income (loss) from discontinued operations
   before income taxes                              284        (163)         224         140
Income tax expense (benefit)                         90         (60)          90          --
                                                -------     -------      -------     -------

Income (loss) from discontinued operations      $   194     $  (103)     $   134     $   140
                                                =======     =======      =======     =======
</TABLE>


5.    Stock Based Compensation

The  Company  accounts  for  stock-based  employee  compensation  based  on  the
intrinsic-value  of stock options  granted in accordance  with the provisions of
Accounting  Principles Board Opinion (APB) No. 25,  "Accounting for Stock Issued
to Employees," and related interpretations.  Information relating to stock-based
employee compensation, including the pro forma effects had the Company accounted
for stock-based  employee  compensation based on the fair value of stock options
granted in accordance with Statement of Financial  Accounting  Standards  (SFAS)
No. 123, "Accounting for Stock-Based Compensation," is as follows:


                                       8
<PAGE>

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


<TABLE>
<CAPTION>
                                                 Nine months ended         Three months ended
                                                    September 30,            September 30,
                                                --------------------      --------------------
                                                  2005         2004         2005         2004
                                                -------      -------      -------      -------
<S>                                             <C>          <C>          <C>          <C>
Net loss as reported                            $(3,225)     $(1,465)     $(1,173)     $  (456)
Stock-based compensation expense, net
   of tax, included in net loss as reported          --           --           --           --
Stock-based compensation expense, net
   of tax, under fair value method                 (190)        (128)         (32)         (64)
                                                -------      -------      -------      -------

Pro forma net loss                              $(3,415)     $(1,593)     $(1,205)     $  (520)
                                                =======      =======      =======      =======

Basic and diluted net loss per share as
   reported                                     $ (0.54)     $ (0.24)     $ (0.19)     $ (0.08)
Pro forma basic and diluted net loss per
   share                                        $ (0.57)     $ (0.27)     $ (0.20)     $ (0.09)
</TABLE>

The  fair  value  of  each  grant  of  stock  options  is  estimated  using  the
Black-Scholes  option pricing model.  During the nine months ended September 30,
2005,  the Company  granted  30,000  options with four-year  vesting periods to
employees.  The following weighted average  assumptions were used in calculating
the fair value of stock options granted:

                                                    2005            2004
                                                    ----            ----

           Expected volatility                      .486            .600
           Risk-free interest rate                 3.79%           3.42%
           Expected life                         7.22 years       5 years
           Dividend yield                            0%              0%


6.    Supplemental Cash Flow Information:

Cash paid for interest  and income taxes during the nine months ended  September
30, 2005 and 2004, was as follows:

                                                     2005             2004
                                                 -------------    -------------
       Interest                                  $        326     $        233

       Income taxes                              $        481     $         72


7.    Preferred Stock

During  2001,  the  Company's  Board of  Directors  approved  the  adoption of a
Preferred  Stock  Rights  Agreement  (the  "Rights  Agreement"),  under  which a
dividend  distribution  of one preferred  stock  purchase  right (the  "Purchase
Right") was declared for each  outstanding  share of the Company's common stock,
payable to common  stockholders of record at the close of business on August 30,
2001.  Each  Purchase  Right has an exercise  price of $50.00 and  entitles  the
holder to  purchase  one  one-thousandth  of a share of the  Company's  Series A
Participating  Preferred  Stock (the "Series A Preferred").  The Purchase Rights
continue  to be  represented  by, and trade with,  the  Company's  common  stock
certificates  unless the Purchase  Rights  become  exercisable,  which will only
occur, with certain exceptions, in the event that a person or group acquires, or
announces a tender or exchange offer to acquire,  a beneficial  ownership of 15%
or more of the  Company's  common stock then  outstanding.  As of September  30,
2005,  and December 31, 2004, the Company's  Board of Directors have  authorized
50,000  shares  of  the  Series  A  Preferred,  none  of  which  was  issued  or
outstanding.


                                       9
<PAGE>

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


8.    Recent Accounting Pronouncements

In December 2004,  Statement of Financial  Accounting  Standards  (SFAS) No. 123
(revised 2004),  "Share-Based  Payment" ("SFAS No. 123R"), was issued.  SFAS No.
123R,  which replaces SFAS No. 123 and supercedes APB No. 25,  requires that all
share-based  payments to employees,  including grants of employee stock options,
be recognized in the financial  statements  based on their fair values beginning
with the first interim or annual period  commencing after December 15, 2005. The
pro forma disclosures  previously permitted under SFAS No. 123 no longer will be
an alternative to financial  statement  recognition.  The Company is required to
adopt SFAS No. 123R in its first  quarter of fiscal  2006.  Under SFAS No. 123R,
the  Company  must  determine  the  appropriate  fair value model to be used for
valuing share-based payments, the amortization method for compensation cost, and
the transition method to be used at the date of adoption. The transition methods
include modified  prospective and modified  retroactive  adoption  alternatives.
Under the modified  retroactive method,  prior periods may be restated either as
of the  beginning  of the year of  adoption or for all  periods  presented.  The
modified  prospective  method requires that compensation  expense be recorded at
the  beginning  of the first  quarter of  adoption of SFAS No.  123R,  while the
modified  retroactive  method requires that compensation  expense be recorded at
the  beginning  of the first  period  restated.  The Company is  evaluating  the
requirements  of SFAS No.  123R and expects  that the  adoption of SFAS No. 123R
will have an  adverse  impact on its  consolidated  results  of  operations  and
earnings per share. The Company has not yet determined the transition  method or
the effect of adopting SFAS No. 123R.

In May  2005,  SFAS  No.  154,  "Accounting  Changes  and  Error  Corrections--a
replacement  of APB Opinion No. 20 and FASB  Statement No. 3," was issued and is
effective for accounting  changes and corrections of errors made in fiscal years
beginning after December 15, 2005. SFAS No. 154 applies to all voluntary changes
in accounting  principles and to changes  required by accounting  pronouncements
that do not contain transition  provisions.  SFAS No. 154 requires,  among other
things, the retrospective  application to prior periods' financial statements of
changes in  accounting  principles  as opposed  to  including  in net income the
cumulative  effect  of the  change  in  accounting  principal  in the  period of
adoption, which was the standard under APB Opinion No. 20, "Accounting Changes."
The impact of the adoption of SFAS No. 154 on the Company's  financial condition
or results of operations is not determinable since SFAS No. 154 only affects the
adoption of accounting standards in future periods.


                                       10
<PAGE>

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

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

The following  discussion and analysis (in thousands of dollars)  should be read
in conjunction with the Company's  Consolidated  Financial  Statements and notes
thereto.


RESULTS OF OPERATIONS

Nine months ended  September 30, 2005,  compared to nine months ended  September
30, 2004

Revenues for the nine months ended  September 30, 2005, of $26,598  decreased by
$913, or 3.3%,  from $27,511 for the  comparable  2004 period.  Revenues for the
nine months ended  September 30, 2005 and 2004,  were derived from the Company's
two  lines of  business,  Media  Communication  Services  and  Teletrax(TM),  as
follows:

                                   2005        2004        $ Change     % Change
                                  -------     -------      -------      --------

Media Communications Services     $25,139     $26,342     $(1,203)        (4.6%)
Teletrax(TM)
   Service revenue                  1,299         873         426         48.8%
   Equipment sales                    160         296        (136)       (45.9%)
                                  -------     -------      -------

Total TeletraxTM                    1,459       1,169         290         24.8%
                                  -------     -------      -------


Total revenue                     $26,598     $27,511     $  (913)        (3.3%)
                                  =======     =======      =======

Revenues  from Media  Communications  Services  in the first nine months of 2005
decreased by $1,203,  or 4.6%, as compared to the comparable  2004 period.  This
decrease was primarily  the result of a  significant  decline in business from a
major customer.  In addition,  the Company  experienced a decrease in demand for
its services in April 2005 largely due to the unusually  protracted  global news
coverage of major world events,  including the death of Pope John Paul II. Total
revenues  from  Teletrax(TM)  operations  for  the  first  nine  months  of 2005
increased  by $290 as compared to the  comparable  2004  period.  An increase in
Teletrax(TM)  service revenues of $426, or 48.8%, which was primarily the result
of an increase in the number of clients being served,  was partially offset by a
decline in equipment  sales in the first nine months of 2005 of $136 as compared
to the 2004  period.  Service  revenues  in the first  nine  months of 2005 were
derived from 15 clients as compared to 9 clients in the comparable 2004 period.

Direct  costs in the first nine months of 2005  decreased by $148 as compared to
the  comparable  2004 period  primarily  as a result of the decline in revenues.
Direct  costs as a  percentage  of  revenue  in the  first  nine  months of 2005
remained relatively flat with the comparable period in 2004, increasing to 39.8%
in 2005 from 39.0% in 2004.

Selling,  general, and administrative expenses ("SG&A") in the first nine months
of 2005 increased by $2,094 as compared to the comparable 2004 period,  and as a
percentage  of  revenue   increased  to  68.2%  in  2005  from  58.3%  in  2004.
Payroll-related  costs  increased  by $889 in the 2005  period  as a  result  of
additional  staffing  for sales and  promotion  efforts for  TeletraxTM  and for
additions made to executive management as well as from additional costs incurred
in the Media  Communications  Services  business.  Non-payroll  SGA increased by
$1,205 primarily as the result of additional  professional  fees and non-payroll
personnel costs incurred in the 2005 period.


                                       11

<PAGE>


Depreciation and amortization expense in the first nine months of 2005 decreased
by $128 from the comparable 2004 period.  This decrease was primarily the result
of  amortization  in the 2004  period  on  intangible  assets  that  were  fully
amortized by the end of 2004, resulting in no corresponding  expense in the 2005
period.  Depreciation  and  amortization for the nine months ended September 30,
2005 and 2004, includes  depreciation  related to Teletrax(TM) of $451 and $399,
respectively.

During  the  first  nine  months of 2004,  the  Company  recorded  a loss on the
impairment of investments of $342 related to two investments accounted for under
the equity  method,  both of which were  determined to have no value in 2004. In
addition,  during  the 2004  period  the  Company  recorded  a loss from a joint
venture of $184.

The Company had an operating  loss of $3,364 in the first nine months of 2005 as
compared to an  operating  loss of $1,159 in the  comparable  2004  period.  The
operating  losses  in the 2005 and 2004  periods  included  operating  losses of
$1,972  and  $1,532,  respectively,  from the  Company's  76%-owned  subsidiary,
Teletrax(TM). The Company's results include 100% of the losses from Teletrax(TM)
since the minority shareholder has no future funding obligations.

Interest  expense,  net of interest income,  increased by $132 in the first nine
months of 2005 as compared to the 2004 period  primarily  due to the issuance of
$5,000  convertible  debentures in November 2004.  Interest  expense in the 2005
period related to these debentures was $509, which included $198 of amortization
of  discount  and  deferred  financing  fees.  Prior  to  the  issuance  of  the
convertible  debentures,  the Company had available a line of credit,  which was
fully paid off in  December  2004.  Interest  expense on the  Company's  line of
credit in the first nine months of 2004 totaled  $224.  The increase in interest
expense was partially  offset by an increase in interest  income during the 2005
period of $145  resulting  from higher  average  cash  balances  during the 2005
period as compared to the 2004 period.

The Company  established a valuation allowance to fully reserve its deferred tax
assets at December 31, 2004, based on its assessment that it was not more likely
than not that the  benefit  associated  with the  deferred  tax  assets  will be
realized in future periods.  Based on its most recent  projections,  the Company
continues to believe that it is not more likely than not that such benefits will
be  realized,  and  therefore  has  established  a valuation  allowance to fully
reserve its deferred tax assets at September 30, 2005.  The valuation  allowance
was  $3,593  and  $2,803  at  September   30,  2005,   and  December  31,  2004,
respectively.

Three months ended September 30, 2005,  compared to three months ended September
30, 2004

Revenues for the third  quarter of 2005 of $8,827  decreased  by $394,  or 4.3%,
from $9,221 for the comparable  2004 quarter.  Revenues for the third quarter of
2005 and 2004 were derived from the Company's Media  Communication  Services and
Teletrax(TM) businesses as follows:


                                   2005       2004     $ Change      % Change
                                  ------     -------   --------      --------

Media Communications Services     $8,261     $8,873     $ (612)        (6.9%)
Teletrax(TM)
   Service revenue                   444        290        154         53.1%
   Equipment sales                   122         58         64        110.3%
                                  ------     ------     ------

Total TeletraxTM                     566        348        218         62.6%
                                  ------     ------     ------

Total revenue                     $8,827     $9,221     $ (394)        (4.3%)
                                  ======     ======     ======


                                       12
<PAGE>


Revenues  from  Media  Communications  Services  in the  third  quarter  of 2005
decreased by $612, or 6.9%,  as compared to the  comparable  2004 quarter.  This
decrease was primarily  the result of a  significant  decline in business from a
major  customer.  Total  revenues  from  Teletrax(TM)  operations  for the third
quarter of 2005  increased by $218 as compared to the  comparable  2004 quarter.
Teletrax(TM)  service  revenues  increased by $154,  or 53.1%,  which  primarily
resulted from an increase in the number of clients  being served,  and equipment
sales in the third  quarter of 2005  increased  by $64 as  compared  to the 2004
quarter.  Service  revenues in the third  quarter of 2005 were  derived  from 15
clients as compared to 9 clients in the comparable 2004 quarter.

Direct costs in the third  quarter of 2005  decreased by $282 as compared to the
comparable 2004 quarter primarily as a result of the decline in revenues. Direct
costs as a percentage of revenue in the third quarter of 2005 decreased to 41.0%
from 42.3% in the 2004 quarter.

SG&A  in the  third  quarter  of 2005  increased  by  $719  as  compared  to the
comparable quarter in 2004, and as a percentage of revenue increased to 68.7% in
the 2005 quarter from 58.0% in the 2004 quarter. Payroll-related costs increased
by $299 in the 2005  quarter as a result of  additional  staffing  for sales and
promotion efforts for TeletraxTM and for additions made to executive  management
as well as from additional costs incurred in the Media  Communications  Services
business.  Non-payroll  SGA  increased  by  $420  primarily  as  the  result  of
additional  professional  fees and  non-payroll  personnel costs incurred in the
2005 quarter.

Depreciation and amortization  expense in the third quarter of 2005 decreased by
$53 from the comparable 2004 quarter.  This decrease was primarily the result of
amortization  in the 2004 period on intangible  assets that were fully amortized
by the end of 2004,  resulting in no  corresponding  expense in the 2005 period.
Depreciation  and  amortization  for the third quarter of 2005 and 2004 includes
depreciation related to Teletrax(TM) of $152 and $134, respectively.

The  Company  had an  operating  loss of $1,246 in the third  quarter of 2005 as
compared  to an  operating  loss of $516 in the  comparable  2004  quarter.  The
operating losses in the 2005 and 2004 quarters included operating losses of $751
and $530, respectively, from Teletrax(TM).

Interest expense, net of interest income,  increased by $71 in the third quarter
of 2005 as compared to the 2004  quarter  primarily  due to the  issuance of the
aforementioned  convertible  debentures.  The  increase in interest  expense was
partially  offset by an increase in interest  income  during the 2005 quarter of
$53  resulting  from higher  average  cash  balances  during the 2005 quarter as
compared to the 2004 quarter.


FINANCIAL CONDITION

The  Company  continues  to  finance  its  operations  and  capital   investment
requirements from its existing cash reserves,  which totaled $7,770 at September
30, 2005. The Company's  cash reserves were  initially  generated from $5,000 of
convertible  debentures issued in November 2004 and from the initial proceeds of
$7,700 from the sale of Delahaye,  the Company's research division,  in December
2004.

During the first nine months of 2005,  accounts  receivable  decreased by $1,332
due primarily to the timing of cash  receipts  from  customers and the Company's
expected lower seasonal revenues in the months immediately preceding the quarter
ended September 30, 2005, as compared to the revenues in the months  immediately
preceding  the year ended  December  31,  2004.  Accounts  payable  and  accrued
expenses  decreased  by $2,146  during the first nine  months of 2005 due to the
timing of payments to vendors.  Working capital in the first nine months of 2005
decreased  by $3,082  primarily as a result of funding the  Company's  operating
losses and funding capital investments made during the period, including amounts
expended for TeletraxTM and Mediavision.


                                       13
<PAGE>

Cash  flows from  operating  activities  during  the first  nine  months of 2005
decreased by $3,469 as compared to the  comparable  period in 2004 due primarily
to a decrease  in cash  generated  from  operations  and from an increase in tax
payments  in 2005.  During the first nine months of 2005,  the Company  invested
$1,009 in new equipment,  expended $171 related to its Mediavision  product, and
repaid $75 of capital lease  obligations.  These amounts were  primarily  funded
from the  Company's  working  capital  and $280 in  proceeds  received  upon the
exercise of stock options.

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

There were no material changes to the Company's  contractual  obligations during
the first nine months of 2005. The Company does not have any  off-balance  sheet
arrangements  that have or are  reasonably  likely  to have a current  or future
effect on its financial condition,  changes in financial condition,  revenues or
expenses,  results of operations,  liquidity,  capital  expenditures  or capital
resources that are material to investors.

The Company believes that its working capital will provide sufficient cash flows
to fund its cash needs throughout 2005.


CRITICAL ACCOUNTING POLICIES

Management  must  make  certain  estimates  and  assumptions  in  preparing  the
financial statements of the Company.  Certain of these estimates and assumptions
relate to  matters  that are  inherently  uncertain  as they  pertain  to future
events. Management believes that the estimates and assumptions used in preparing
the financial  statements of the Company were the most appropriate at that time,
although  actual results could differ  significantly  from those estimates under
different conditions.

Note 1,  "Summary  of  Significant  Accounting  Policies,"  to the  Consolidated
Financial  Statements  included in the Company's  Annual Report on Form 10-K for
the year ended December 31, 2004,  provides a detailed discussion of the various
accounting  policies of the Company.  We believe that the  following  accounting
policies are critical  since they require  subjective or complex  judgments that
could potentially affect the financial condition or results of operations of the
Company.

Allowance for Doubtful Accounts

The Company  assesses the carrying  value of its  accounts  receivable  based on
management's  assessment of the  collectibility of specific  customer  accounts,
which includes consideration of the credit worthiness and financial condition of
those  specific  customers.  The Company also  assesses  the  carrying  value of
accounts  receivable  balances  based on  other  factors,  including  historical
experience  with  bad  debts,  customer  concentrations,  the  general  economic
environment, and the aging of such receivables. The Company records an allowance
for doubtful  accounts to reduce its accounts  receivable  balance to the amount
that is reasonably believed to be collectible. Based on the Company's estimates,
an allowance  for doubtful  accounts of $721 was  established  at September  30,
2005,  compared to an  allowance  of $593 at December  31, 2004. A change in the
Company's  assumptions,  including  the credit  worthiness  of customers and the
default rate on receivables, would result in the Company recovering an amount of
its  accounts  receivable  that differs from its current  carrying  value.  Such
difference,  either  positive or negative,  would be reflected as a component of
the Company's SG&A expense in future periods.


                                       14
<PAGE>

Valuation of Long-Lived Assets

In  assessing  the  carrying  value of its  property  and  equipment  and  other
long-lived assets in accordance with Statement of Financial Accounting Standards
(SFAS) No.  144,  "Accounting  for the  Impairment  or  Disposal  of  Long-Lived
Assets," the Company  reviews such assets for impairment  when events or changes
in  circumstances  indicate  that the  carrying  amount  of the asset may not be
recoverable. Recoverability is determined by comparing the carrying value of the
assets  to the  future  undiscounted  cash  flows the  assets  are  expected  to
generate.  If it is determined that the carrying amount is not  recoverable,  an
impairment is recognized  equal to the amount by which the carrying value of the
asset exceeds its fair market value. No events or changes in circumstances  have
occurred that required the Company to assess the  recoverability of its property
and  equipment,  and therefore  the Company has not  recognized  any  impairment
charges. A change in the Company's business climate in future periods, including
an  inability  to  effectively  market and sell new service  offerings  in which
significant  investments  have  been made or a  general  downturn  in one of the
Company's operations,  could lead to a required assessment of the recoverability
of  the  Company's  long-lived  assets,  which  may  subsequently  result  in an
impairment charge.

Valuation of Goodwill

In assessing  the carrying  value of goodwill in  accordance  with  Statement of
Financial  Accounting  Standards (SFAS) No. 142,  "Goodwill and Other Intangible
Assets," the Company compared the carrying value of its reporting units to their
fair  values.  The Company is required to test its goodwill  for  impairment  at
least annually,  and more frequently if an event occurs or circumstances  change
to indicate that an impairment may have occurred.  The Company's  annual testing
date is September  30. In accordance  with SFAS No. 142, the Company  aggregated
certain  components  to  arrive  at one  of its  reporting  units.  The  Company
estimated  the fair value of its  reporting  units using a discounted  cash flow
approach.  In estimating the fair value of its reporting  units, the Company had
to make various assumptions,  including  projections of future revenues based on
assumed  long-term growth rates,  estimated costs, and the appropriate  discount
rates. The estimates used by the Company for long-term revenue growth and future
costs are based on historical data, various internal estimates, and a variety of
external sources,  and are developed as part of the Company's routine long-range
planning process. The carrying value of the Company's goodwill was approximately
$13,000  at  September  30,  2005.  Based  on the use of  these  assumptions  in
estimating  the fair value of each  reporting  unit,  there was no impairment of
goodwill  as of  September  30,  2005.  A change in the  Company's  assumptions,
including  lower  long-term  growth rates,  higher  operating  costs,  or higher
discount rates could cause a change in the estimated fair value of the Company's
reporting units, and therefore could result in an impairment of goodwill,  which
would have a significant adverse effect on the Company's results of operations.

Income Taxes

In assessing the recoverability of its deferred tax assets, the Company compared
the carrying value of its deferred tax assets to the tax-effected projections of
its taxable  income over future  periods in which such assets could be realized.
In  estimating  its future  taxable  income,  the  Company  had to make  various
assumptions  about its  future  operating  performance.  Based on the  Company's
projection  of future  taxable  income,  which  include  the  effects  of recent
operating and tax losses,  management  believed that it was not more likely than
not that the benefit associated with the deferred tax assets will be realized in
future periods.  Accordingly,  a valuation allowance in the amount of $3,593 and
$2,803  at  September  30,  2005,  and  December  31,  2004,  respectively,  was
established  to fully  reserve  against  the  carrying  value  of the  Company's
deferred tax assets.  A change in the Company's  assumptions,  including  better
operating performance than projected,  could result in a change in the amount of
deferred  tax assets that will be  recovered,  and  therefore  could result in a
reduction to the valuation allowance  established at September 30, 2005. Such an
adjustment  would be  reflected as a component of the  Company's  provision  for
income taxes in the period of the adjustment.


                                       15
<PAGE>

RISK FACTORS

Major News Events

Events that dominate news broadcasts,  such as the events of September 11, 2001,
or the  involvement  by the  United  States in a war,  may  cause the  Company's
clients to delay 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  received by these other news  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 a  continued  economic  downturn  or a  continued
recession in these geographic locations,  then 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, and financial condition.

Receptiveness of the Media to Our Services; Changes in Our Marketplace

The Company is the leading  provider of creative  and  distribution  services to
corporations  and other  organizations  seeking to  communicate  with the public
through the news media.  If the marketplace for our services should change or if
the news media,  as a result of recent  events or a perceived  reduction  in the
value of our services or  otherwise,  should not be as receptive to our services
or should  decide to reduce or  eliminate  its use of the news that the  Company
distributes, there would be a material adverse effect on the Company's business,
operating results, and financial condition.

Competition

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

New Services

The Company must develop new  services to remain  competitive,  maintain or grow
market share, and to operate in new markets.  There can be no assurance that the
Company  will be  successful  in  developing  new  services,  or that  those new
services will meet customer needs.  Because of the costs incurred to develop new
services,  the  potential  inability  of the  Company to market  these  services
successfully  may have a  material  adverse  effect on the  Company's  business,
operating results, and financial condition.

Governmental Regulations

Changes  in  governing  laws and  regulations  could,  directly  or  indirectly,
adversely  affect  our  operations.  Limitations,  restrictions,  or  conditions
imposed by the these laws and  regulations  on the  Company or on the news media
could have the effect of reducing  the  effectiveness  of our services and could
have a material adverse affect on the Company's business, operating results, and
financial condition.


                                       16
<PAGE>

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 the Company's  amended and restated  certificate of incorporation,
its by-laws,  and Delaware law could make it more difficult for a third party to
acquire the Company, even if doing so would be beneficial to our shareholders.

Capital Requirements

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

Other Risk Factors

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


Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

The Company had  convertible  debentures with a face value of $5,000 ($3,990 net
of unamortized discount) outstanding at September 30, 2005. The interest rate on
these debentures is the higher of 7% or the 6-month LIBOR rate (as defined) plus
4.50%.  At September 30, 2005, the interest rate on the  convertible  debentures
was 8.72%.  A change in interest  rates of 1.0% would  result in a change in the
annual  interest costs under the  convertible  debentures by  approximately  $50
based on the face amount of outstanding borrowings at September 30, 2005.

The  Company has two  operations  in the United  Kingdom  that result in foreign
currency  exposure to the  British  pound.  As of and for the nine months  ended
September  30,  2005,  these  operations  aggregated  approximately  16%  of the
Company's   current  assets,   approximately   25%  of  the  Company's   current
liabilities,  and  approximately  28%  of the  Company's  loss  from  continuing
operations before income taxes. A fluctuation in the United States dollar to the
British pound conversion rate would result in a change in the amount realized by
the Company from the results of these  operations and from the settlement of its
monetary assets and liabilities denominated in British pounds.


                                       17
<PAGE>

Item 4. Controls and Procedures

The Company's  management  evaluated,  with the  participation  of the Company's
principal executive and principal  financial officers,  the effectiveness of the
Company's  disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e)  under the Securities  Exchange Act of 1934, as amended (the "Exchange
Act")) as of  September  30,  2005.  Based on their  evaluation,  the  Company's
principal   executive  and  principal  financial  officers  concluded  that  the
Company's  disclosure controls and procedures were effective as of September 30,
2005.  The  design of any  system  of  controls  is based in part  upon  certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future conditions, regardless of how remote.

There have been no changes in the  Company's  internal  control  over  financial
reporting (as defined in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act)
that  occurred  during the fiscal  quarter ended  September  30, 2005,  that has
materially  affected,  or is reasonably likely to affect, the Company's internal
control over financial reporting.


                                       18
<PAGE>

                           PART II. OTHER INFORMATION


Item 1. Legal Proceedings

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


Item 6. Exhibits

See Exhibit Index.


                                       19
<PAGE>

                                   SIGNATURES


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                      MEDIALINK WORLDWIDE INCORPORATED
                                      (Registrant)


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

Dated: November 14, 2005


                                      By: /s/ Kenneth Torosian
                                          --------------------------
                                      Kenneth Torosian
                                      Chief Financial Officer
                                      (Principal Accounting Officer)

Dated: November 14, 2005


<PAGE>

                                  EXHIBIT INDEX

  Exhibit No.                                   Description

         3.1      Amended and Restated Certificate of Incorporation of Medialink
                  Worldwide  Incorporated  (Incorporated by reference to Exhibit
                  No. 2.5 of  Registrant's  Registration  Statement  on Form 8-A
                  filed on January 16, 1997 (File No. 000-21989)).

         3.2      Amendment 1 to the Amended and  Restated  By-Laws of Medialink
                  Worldwide  Incorporated  (Incorporated by reference to Exhibit
                  No.  3.2 of  Registrant's  Annual  Report on Form 10-K for the
                  fiscal year ended December 31, 2003).

         4.1      Preferred Stock Rights Agreement, dated as of August 16, 2001,
                  between Medialink  Worldwide  Incorporated and Mellon Investor
                  Services,  LLC, including the Certificate of Designation,  the
                  form of Rights  Certificate and the Summary of Rights attached
                  thereto as Exhibits A, B, and C, respectively (Incorporated by
                  reference  to  Exhibit  No. 4.1 of  Registrant's  Registration
                  Statement  on Form 8-A  filed on  August  16,  2001  (File No.
                  000-21989)).

         10.1     Amended and Restated  Employment  Agreement dated as of August
                  28, 2001, by and between Medialink Worldwide  Incorporated and
                  Laurence  Moskowitz  (Incorporated by reference to Exhibit No.
                  10.1 of Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2001).

         10.2     Amended and Restated  Employment  Agreement dated as of August
                  28, 2001, by and between Medialink Worldwide  Incorporated and
                  J. Graeme McWhirter  (Incorporated by reference to Exhibit No.
                  10.2 of Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2001).

         10.3     Amended and Restated Employment  Agreement dated as of January
                  1, 2002, by and between Medialink  Worldwide  Incorporated and
                  Richard Frisch  (Incorporated by reference to Exhibit No. 10.3
                  of Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2002).

         10.4     Non-Compete Agreement, dated as of June 16, 1997, by and among
                  Medialink  Worldwide  Incorporated,  Corporate TV Group, Inc.,
                  and Richard Frisch  (Incorporated  by reference to Exhibit No.
                  28.2 of Registrant's  Current Report on Form 8-K filed on July
                  1, 1997).

         10.5     Asset  Purchase  Agreement,  dated as of June 16, 1997, by and
                  among Medialink  Worldwide  Incorporated,  Corporate TV Group,
                  Inc., and Richard Frisch (Incorporated by reference to Exhibit
                  No. 2.1 of  Registrant's  Current  Report on Form 8-K filed on
                  July 1, 1997).

         10.6     Registration  Rights  Agreement,  made as of June 16, 1997, by
                  and  between  Medialink  Worldwide  Incorporated  and  Richard
                  Frisch  (Incorporated  by  reference  to Exhibit  No.  28.4 of
                  Registrant's  Current  Report  on Form  8-K  filed  on July 1,
                  1997).

         10.7     Medialink  Worldwide  Incorporated 401(k) Tax Deferred Savings
                  Plan  (Incorporated  by  reference  to  Exhibit  No.  10.33 of
                  Registrant's  Registration  Statement  on Form  S-1  filed  on
                  October 15, 1996 (File No. 333-14119)).

         10.8     Amended  and  Restated  Stock  Option  Plan  and form of Stock
                  Option  Agreement  (Incorporated  by  reference to Exhibit No.
                  10.34 of Registrant's Registration Statement on Form S-1 filed
                  on October 15, 1996 (File No. 333-14119)).

         10.9     Medialink  Worldwide  Incorporated 1996 Directors Stock Option
                  Plan  and  form  of  1996  Directors  Stock  Option  Agreement
                  (Incorporated   by   reference   to  Exhibit   No.   10.35  of
                  Registrant's  Registration  Statement  on Form  S-1  filed  on
                  October 15, 1996 (File No. 333-14119)).

         10.10    Form of Indemnification  Agreement  (Incorporated by reference
                  to Exhibit No.  10.10 of  Registrant's  Annual  Report on Form
                  10-K for the fiscal year ended December 31, 2003).

         10.11    Forbearance  Agreement  (Incorporated  by reference to Exhibit
                  No. 10.11 of  Registrant's  Annual Report on Form 10-K for the
                  fiscal year ended December 31, 2003).

         10.12    Employment  Agreement,  dated  as of  July  11,  2005,  by and
                  between  Medialink  Worldwide   Incorporated  and  Kenneth  G.
                  Torosian.

         10.13    Employment  Agreement,  dated as of September 9, 2005,  by and
                  between  Medialink  Worldwide  Incorporated  and  Lawrence  A.
                  Thomas.

         31.1     Certification of the principal  executive  officer pursuant to
                  Rules  13a-14(a) and 15d-14(a) of the Securities  Exchange Act
                  of 1934, as amended.

         31.2     Certification of the principal  financial  officer pursuant to
                  Rules  13a-14(a) and 15d-14(a) of the Securities  Exchange Act
                  of 1934, as amended.

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