<PAGE>

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

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

                  For the quarterly period ended March 31, 1999

                         Commission File Number 0-21989

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

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

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

                                (212) 682-8300
                                --------------
             (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of business on May 14, 1999:

            Common Stock - 5,522,704

<PAGE>

                                TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

ITEM 1.     Financial Statements                                            3

            Condensed Consolidated Balance Sheets as of March 31, 1999
            and December 31, 1998                                           3

            Condensed Consolidated Statements of Operations
            for the three months ended March 31, 1999 and 1998              4

            Condensed Consolidated Statements of Cash Flows
            for the three months ended March 31, 1999 and 1998              5

            Notes to Condensed Consolidated Financial Statements          6 - 8

ITEM 2.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                    9 - 15

PART II. OTHER INFORMATION

ITEM 1.     Legal Proceedings                                              16

ITEM 2.     Changes in Securities and Use of Proceeds                      16

ITEM 3.     Defaults Upon Senior Securities                                16

ITEM 4.     Submission of Matters to a Vote of Security Holders            16

ITEM 5.     Other Information                                              17

ITEM 6.     Exhibits and Reports on Form 8-K                               17


<PAGE>

              MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                  As of March 31. 1999 and December 31, 1998

<TABLE>
<CAPTION>
                                                                             March 31          December 31,
                                                                               1999                1998
                                                                           ------------      --------------
                                                                            (Unaudited)
                                  ASSETS
<S>                                                                         <C>                <C>        
Current Assets:
   Cash and cash equivalents                                                $ 7,925,534        $ 8,593,392
   Accounts receivable, net                                                   9,142,510         10,188,675
   Prepaid expenses and other current assets                                  1,202,053          1,248,917
   Deferred tax assets                                                          286,000            286,000
                                                                            -----------        -----------
       Total current assets                                                 18,556,097          20,316,984
                                                                            -----------        -----------
                                                                                           
Property and equipment, net                                                   2,796,152          2,621,293
                                                                                           
Goodwill, customer list and other intangibles, net                            9,509,550          9,543,871
Deferred tax assets                                                             519,000            463,000
Other assets                                                                    356,047            547,650
                                                                           ------------        -----------
       Total assets                                                        $ 31,736,846       $ 33,492,798
                                                                           ============       ============
                                                                                           
                   LIABILITIES AND STOCKHOLDERS' EQUITY                                    
Current Liabilities:                                                                       
   Current portion of long-term debt                                          $ 120,268       $    213,831
   Line of credit - bank                                                              -            200,000
   Accounts payable                                                           2,404,630          1,928,222
   Accrued expenses and other current liabilities                             1,359,155          2,629,376
   Income taxes payable                                                         485,407          1,403,003
                                                                           ------------       ------------
       Total current liabilities                                              4,369,460          6,374,432
Long-term debt, net of current portion                                          277,200            689,633
Note payable - stockholder                                                           -              88,664
                                                                                     -        ------------
       Total liabilities                                                     4,646,660           7,152,729
                                                                           ------------       ------------
Stockholders' Equity:                                                                      
   Common stock. Authorized 15,000,000 shares; issued and outstanding                      
     5,516,824 and 5,482,077 shares in 1999 and 1998,  respectively              55,168             54,821
   Additional paid-in capital                                                22,216,320         21,860,924
   Retained earnings                                                          5,059,079          4,523,873
   Accumulated other comprehensive income                                      (240,381)           (99,549)
                                                                           ------------       ------------
Total stockholders' equity                                                  27,090,186          26,340,069
                                                                           ------------       ------------
       Total liabilities and stockholders' equity                          $ 31,736,846       $ 33,492,798
                                                                           ============       ============
</TABLE>

           See notes to condensed consolidated financial statements

                                       3

<PAGE>

              MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Three Months Ended March 31, 1999 and 1998


                                                     1999             1998
                                                     ----             ----
                                                 (Unaudited)      (Unaudited)

Revenues                                         $ 9,898,137      $ 9,941,060

Direct costs                                       3,143,247        3,851,471
                                                 -----------      ----------- 

     Gross Profit                                  6,754,890        6,089,589

General and administrative expenses                5,939,189        5,329,451
                                                 -----------      -----------  

     Operating income                                815,701          760,138

Interest and other income, net                        69,505          102,501
                                                 -----------      ----------- 

     Income before income taxes                      885,206          862,639

Provision for income taxes                           350,000          340,000
                                                 -----------      ------------

     Net income                                  $   535,206        $ 522,639
                                                 ===========      ===========

Basic earnings per share                         $      0.10           $ 0.10
                                                 ===========      ===========

Diluted earnings per share                       $      0.09           $ 0.09
                                                 ===========      ===========


           See notes to condensed consolidated financial statements

                                       4
<PAGE>


              MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Three Months Ended March 31, 1999 and 1998


<TABLE>
<CAPTION>
                                                                                1999             1998
                                                                                ----             ----
                                                                             (Unaudited)      (Unaudited)
<S>                                                                           <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                             $   535,206      $   522,639
                                                                            -----------      ------------
     Adjustments to reconcile net income to net cash
        provided by operating activities:
     Depreciation and amortization                                              572,760          426,096
     Deferred income taxes                                                      (56,000)         (83,000)
     Decrease in accounts receivable                                          1,042,654        1,149,256
     Decrease in other assets                                                   191,603           45,942
     Decrease (increase) in prepaid expenses and other current assets            62,862         (363,145)
     (Decrease) increase in accounts payable and accrued expenses              (520,861)         372,699
     Increase in income taxes payable                                          (917,596)        (508,679)
                                                                            ------------     ------------
          Total adjustments                                                     375,422        1,039,169
                                                                            ------------     ------------
          Net cash provided by operating activities                             910,628        1,561,808
                                                                            ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Cash used in acquisitions                                                 (573,703)        (133,730)
     Additions to property and equipment                                       (237,513)        (417,762)
                                                                            ------------     ------------
          Net cash used in investing activities                                (811,216)        (551,492)
                                                                            ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from exercise of stock options                                     27,390           49,636
     Payments on long-term debt                                                (505,996)        (126,044)
     Payments on note payable - stockholder                                     (88,664)         (10,701)
     Payments on line of credit - bank                                         (200,000)          (1,507)
                                                                            ------------     ------------
          Net cash provided by financing activities                            (767,270)         (88,616)
                                                                            ------------     ------------
          Net (decrease) increase in cash and cash equivalents                 (667,858)         921,700
Cash and cash equivalents at the beginning of period                          8,593,392       11,581,323
                                                                            -----------      ------------
Cash and cash equivalents at end of period                                  $ 7,925,534      $12,503,023
                                                                            ===========      ===========
</TABLE>

           See notes to condensed consolidated financial statements

                                       5
<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(1)   Basis of presentation

The condensed consolidated financial statements included herein have been
prepared by Medialink Worldwide Incorporated and Subsidiaries (collectively, the
"Company" or "Medialink"), without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in consolidated financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The Company believes that the
disclosures are adequate to make the information presented not misleading. These
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and the notes thereto included in the
Company's Form 10-K filing for the year ended December 31, 1998.

The unaudited condensed consolidated financial statements included herein
reflect all adjustments (which include only normal, recurring adjustments) which
are, in the opinion of management, necessary to state fairly the results for the
three month periods ended March 31, 1999 and 1998. The results for the three
month period ended March 31, 1999 are not necessarily indicative of the results
expected for the full fiscal year.


(2)   Recent Acquisitions

On March 12, 1999, through a wholly owned subsidiary, the Company acquired 100%
of the outstanding shares of The Delahaye Group, Inc. ("Delahaye"). The
acquisition, which was accounted for as a pooling of interests, was completed
through the issuance of 185,666 shares of Medialink common stock valued at
approximately $2,800,000. Accordingly, all prior period consolidated financial
statements have been restated to include the combined results of operations,
financial position and cash flows of Delahaye as though it had always been part
of Medialink.

In connection with the acquisition, the Company recorded a first quarter charge
to operating expenses of approximately $350,000 for direct and other
acquisition-related costs pertaining to the transaction.

                                       6

<PAGE>

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

The results of operations previously reported by the separate companies and the
combined amounts presented in the accompanying consolidated financial statements
are summarized as follows:
                                                       For the three months
                                                       Ended March 31, 1998
                                                           (Unaudited)
      Net sales:
        Medialink                                          $8,911,000
        Delahaye                                            1,030,000
                                                           ----------
      Combined                                             $9,941,000
                                                           ==========


      Net income (loss):
        Medialink                                            $558,000
        Delahaye                                              (35,000)
                                                           ---------- 
      Combined                                               $523,000
                                                           ==========


(3)   Earnings per Share

Basic earnings per common share is computed using net income applicable to
common stock and the weighted average number of shares outstanding. Diluted
earnings per common share is computed using the weighted average number of
shares outstanding adjusted for the incremental shares attributed to outstanding
options to purchase common stock. The weighted average number of shares for the
three months ended March 31, 1998 has been restated to the reflect the Delahaye
acquisition (see Note 2). The weighted average number of shares for the three
month periods ended March 31, 1999 and 1998 are as follows:

Weighted Average Shares Outstanding

                                         For the three months ended March 31,
                                         ------------------------------------
                                                 1999            1998
                                                 ----            ----

      Basic                                  5,490,374        5,343,576
                                             =========        =========

      Diluted                                5,924,134        5,871,633
                                             =========        =========

                                       7

<PAGE>

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

(4)   Comprehensive Income

The components of comprehensive income consist of the following:

                                         For the three months ended March 31,
                                         ------------------------------------
                                                 1999            1998
                                                 ----            ----

      Net income                              $535,206         $522,639

      Other comprehensive income (loss):
         Foreign currency translation
           adjustments                        (140,832)          (4,442)
                                              ---------        ---------

      Comprehensive income                    $394,374         $518,197
                                              =========        ========


Accumulated other comprehensive income at March 31, 1999 and December 31, 1998
consists of foreign currency translation adjustments.

                                       8

<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


RESULTS OF OPERATIONS

Three months ended March 31, 1999 compared to three months ended March 31, 1998

On March 12, 1999, through a wholly owned subsidiary, the Company acquired 100%
of the outstanding shares of The Delahaye Group, Inc. ("Delahaye"). The
acquisition, which was accounted for as a pooling of interests, was completed
through the issuance of 185,666 shares of Medialink common stock valued at
approximately $2,800,000. Accordingly, the following management discussion and
analysis include the combined results of operations, financial position and cash
flows of Delahaye as though it had always been part of Medialink for all periods
presented.

In connection with the acquisition, the Company recorded a first quarter charge
to operating expenses of approximately $350,000 for direct and other
acquisition-related costs pertaining to the transaction.

Revenues decreased by $43,000, or less than 1%, from $9.94 million in the three
months ended March 31, 1998 ("1998") to $9.90 million in the three months ended
March 31, 1999 ("1999"). This net decrease represented increases in distribution
services, which increased by $210,000 and research and analysis services, which
increased by $177,000 and decreases in production and live broadcast services
which decreased by $430,000. The decrease in revenues of production and live
broadcast services is the result of several unusually large projects that
occurred in the first quarter of 1998.

Direct costs decreased by $709,000, or 18%, from $3.85 million in 1998 to $3.14
million in 1999. Direct costs as a percentage of revenue decreased from 39% in
1998 to 32% in 1999 mainly as a result of the increase in the proportion of
revenue from distribution and research and analysis to total revenue in 1998 as
compared to 1999. Revenue on these projects generally have higher gross profit
margins as compared with revenue on production and live broadcast services.

General and administrative expenses increased by $611,000 or 11%, from $5.33
million in 1998 to $5.94 million in 1999. General and administrative expenses as
a percentage of revenues were 60% and 54% for 1999 and 1998, respectively. The
increase was primarily the result of a charge to operations, relating to the
Delahaye acquisition, of approximately $350,000 in 1999.

Earnings before interest, taxes, depreciation and amortization ("EBITDA")
increased by $202,000, or 17%, from $1.19 million in 1998 to $1.39 million in
1999. As a percentage of revenue, EBITDA was 14% and 12% in 1999 and 1998,
respectively.

Depreciation and amortization expense, which is included in general and
administrative expenses, increased by $147,000, or 34%, from $426,000 in 1998 to
$573,000 in 1999. The increase was due primarily to amortization expense arising
from Medialink's various acquisitions.

                                       9
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


As a result of the foregoing, operating income increased by $56,000, or 7%, from
$760,000 in 1998 to $816,000 in 1999. As a percentage of revenue, operating
income was 8% in both 1999 and 1998.

Interest and other income, net, decreased by $33,000 from $103,000 in 1998 to
$70,000 in 1999 as a result of lower balances in cash and cash equivalents in
1999 as compared to 1998.

Income tax expense was calculated using Medialink's effective tax rates of 40%
in 1999 and 39% in 1998. The increase in the rate reflects changes in state and
local taxes as a result of differences in income earned in certain jurisdictions
and the change in the proportion of tax-free investment income on investments to
total income before taxes.

Net income increased by $13,000 or 2%, from $523,000 in 1998 to $535,000 in
1999. Diluted earnings per share was $0.09 per share in both 1999 and 1998.


LIQUIDITY AND CAPITAL RESOURCES

Medialink has financed its operations primarily through cash generated from
operations. Cash flow from operating activities amounted to $911,000 for the
three month period ended March 31, 1999 and $1.56 million for the comparable
period in 1998. Capital expenditures which are primarily incurred to support the
Company's sales and operations were $238,000 in 1999 and $418,000 in 1998.
Medialink has no capital expenditure plans other than in the ordinary course of
business.


As of March 31, 1999 Medialink had $7.93 million in cash and cash equivalents as
compared with $8.59 million as of December 31, 1998. As of March 31, 1999,
long-term debt was $397,000.

The Company believes that it has sufficient capital resources and cash flow from
operations to fund its net cash needs for at least the next twelve months,
including those related to the above-mentioned acquisitions.

                                       10

<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


YEAR 2000 UPDATE


Management, along with a Year 2000 sub-committee of the Board of Directors has
initiated an enterprise-wide program to prepare the Company's computer systems
and applications for the Year 2000, as well as to identify and address any other
Year 2000 operational issues which may affect the Company. Updates on the
Company's Year 2000 program are presented regularly to senior management and the
Board of Directors. The Year 2000 program of Delahaye is set forth separately
below.

The Company's Year 2000 program began in the first quarter of 1999 and is
currently being administered by internal staff. The program consists of the
following three components relating to the Company's operations: (i) Information
Technology ("IT") computer systems and applications that may be impacted by the
Year 2000 problem, (ii) non-IT systems and equipment which include embedded
technology that may be impacted by the Year 2000 problem and (iii) third-party
relationships with which the Company has material relationships.


IT Systems and Applications

The Company has classified IT systems and  applications  into two  categories:
hardware and software.

    Hardware:  The Company has completed an inventory of all of its IT hardware
               and is currently assessing the impact of the Year 2000 on it. The
               Company has initiated the remediation phase of the process and
               estimates that it is 60% complete. The Company is targeting the
               completion of the remediation phase to be the end of the 1st
               quarter of 1999. The Company estimates that it is 50% complete in
               the testing phase and is targeting to be completed in the 2nd
               quarter of 1999.

                                       11

<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


    Software:  The Company has completed an inventory of all of its IT software
               applications and is currently assessing the impact of the Year
               2000 on it. The Company is currently in the remediation phase and
               estimates that it is 30% complete. With the exception of its
               financial and accounting software, the Company is targeting to
               complete the remediation phase in the 1st quarter of 1999. The
               Company has accelerated the planned upgrading of its financial
               and accounting software as a result of the Year 2000 issue and
               has targeted the completion of the installation of a Year 2000
               compliant financial and accounting application in the 2nd quarter
               of 1999. The Company estimates that it has tested approximately
               85% of its IT software and is targeting to be completed in the
               2nd quarter of 1999.

Excluding normal system upgrades, the Company estimates that total costs for
conversion and testing of new or modified IT systems and applications will
aggregate approximately $150,000 to $350,000, including approximately $100,000
to $300,000 on the accelerated purchase of a financial and accounting software
application, through fiscal 2000. Costs related to the acquisition of new
hardware and software are expected to be capitalized and amortized consistent
with the Company's accounting policies. Consulting and other costs will be
expensed as incurred.

Non-IT Systems and Applications

The Company has completed an inventory of all of its non-IT systems and
applications and is currently assessing the impact of the Year 2000 on them. The
Company estimates that they are 60% complete with remediation and has targeted
to complete this phase during the 1st quarter of 1999. The Company has estimated
that it has tested 10% of its non-IT systems and applications and has targeted
the completion of this phase in the 2nd quarter of 1999. The Company does not
anticipate that the costs to rectify any Year 2000 issues as they relate to
non-IT systems and applications to have a material impact on the Company's
operations or financial condition.

                                       12

<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


Third Party Relationships

The Company has requested certification letters from all of its key vendors,
including facilities providers and financial institutions. The Company is
currently reviewing its responses and preparing follow-up requests where either
no or inadequate responses were received. In certain instances, the Company has
relied upon public disclosure of Year 2000 compliance by certain of its key
vendors and clients/customers. The Company has also developed a list of mission
critical vendors and is in the process of arranging face-to-face meetings with
the appropriate individuals at these vendors to discuss their readiness
regarding Year 2000. The Company is targeting the completion of its contingency
plans with respect to its principal third party suppliers by the end of 3rd
quarter of 1999. The Company is also generating a list of key clients/customers
and is in the process of developing a plan to address Year 2000 issues as they
relate to them. Costs to the Company in this area, excluding costs due to
unanticipated third party Year 2000 problems, will principally consist of
internal staff costs, which are not expected to be material.

                                       13
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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

On March 12, 1999 the Company merged with Delahaye. As of the date of this
report, the Company has completed an inventory of Delahaye's hardware and
software and is currently assessing the impact of the Year 2000 on them. The
Company estimates that it will have completed remediation and testing of
Delahaye's hardware and software by the end of the 3rd quarter of 1999.
Excluding normal system upgrades, the Company estimates that the total costs for
conversion and testing of new or modified IT systems and applications will
aggregate less than $50,000. These costs are expected to be capitalized and
amortized consistent with the Company's accounting policies.

Including the costs set forth above, the Company estimates that total program
costs for implementing its Year 2000 program will be $225,000 to $425,000, of
which approximately $20,000 has been incurred to date. These costs include costs
related to the matters above, as well as consulting and other expenses related
to infrastructure and facilities enhancements necessary to prepare the Company
for the Year 2000. The costs do not include internal staff costs incurred or to
be incurred in connection with the implementation of the program. Costs related
to the acquisition of new hardware and software are expected to be capitalized
and amortized consistent with the Company's accounting policies. Consulting and
other costs will be expensed as incurred. All Year 2000 costs will be paid in
cash and generated from the Company's operations. The above-stated amounts have
been budgeted for the appropriate fiscal years. Based on the current progress of
the Company's Year 2000 program, the Company is targeting the substantial
completion of its Year 2000 program to be the end of the 2nd quarter of 1999.
The cost of the Company's Year 2000 program and the dates provided herein are
based on management's best estimates, which were derived utilizing numerous
assumptions of future events, many of which are beyond the Company's control.


The failure to correct a material Year 2000 problem could result in an
interruption in certain normal business activities or operations of the Company.
Such interruptions could materially and adversely affect the Company's financial
condition, results of operations and cash flows. Based on current plans and
assumptions, the Company does not expect that the Year 2000 issue will have an
adverse impact on the Company as a whole. Due to the general uncertainty
inherent in the Year 2000 problem, however, there can be no assurance that all
Year 2000 problems will be foreseen and corrected, or if foreseen, corrected on
a timely basis, or that no material disruption to the Company's business or
operations will occur. Further, the Company's expectations are based on the
assumption that there will be no general failure of external local, national or
international systems (including power, communication, postal or other
transportation systems) necessary for the ordinary conduct of business. The
Company is currently assessing those scenarios in which unexpected failures
would have a material adverse effect on the Company and will attempt to develop
contingency plans designed to deal with such scenarios. There can be no
assurance, however, that successful contingency plans can, in fact, be developed
or implemented.

                                       14
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


With the exception of the historical information contained in this Form 10-Q,
the matters described herein may contain forward-looking statements that are
made pursuant to the Safe Harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements involve various risks and may cause actual
results to differ materially. These risks include, but are not limited to, the
ability of Medialink to grow internally or by acquisition, and to integrate
acquired businesses, changing industry and competitive conditions, and other
risks outside the control of Medialink referred to in its registration statement
and periodic reports filed with the Securities and Exchange Commission.

                                       15
<PAGE>


MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

      PART II. OTHER INFORMATION

      ITEM 1.     Legal Proceedings.
                        None


      ITEM 2.     Changes in Securities and Use of Proceeds.

      The registrant's initial public offering commenced on January 29, 1997.
      The managing underwriters of the offering were Dean Witter Reynolds, Inc.
      and Wheat First Union (formerly, Wheat First Butcher Singer). The class of
      securities registered was common stock. The registrant registered
      2,000,000 shares of common stock; the aggregate price of the offering
      amount was $18,000,000; the amount of shares sold was 2,000,000; and the
      aggregate offering price was $18,000,000. For the account of selling
      stockholders, there were registered 300,000 shares of common stock; the
      aggregate price of the offering was $2,700,000; the amount of shares sold
      was 300,000; and the aggregate offering price was $2,700,000.

      Through March 31, 1999, the registrant incurred expenses in connection
      with the issuance and distribution of the securities registered for
      underwriting discounts and commissions of approximately $1,260,000;
      finders fees of $0; expenses paid to or for underwriters of $0; other
      expenses of approximately $1,160,000; and total expenses of approximately
      $2,420,000. These were direct or indirect payments to others. There were
      expenses of approximately $189,000 for underwriting discounts and
      commissions in connection with the sale of shares by selling stockholders,
      $0 for finders fees, $0 for expenses paid to or for underwriters and total
      expenses of approximately $189,000. These payments were direct or indirect
      payments to others.

      The net offering proceeds to the registrant, after deducting the total
      expenses described above, were $15,580,000. From January 29, 1997 to March
      31, 1999, $9,401,375 of net offering proceeds were used for the
      acquisition of other businesses and $678,619 was used to pay down various
      debt balances acquired in the Delahaye acquisition. At March 31, 1999 the
      remaining proceeds were invested in temporary investments; $4,450,000 in
      tax free municipals and $1,050,006 in tax free money market accounts and
      interest bearing bank accounts. No proceeds were used for the construction
      of plant, building and facilities, the purchase and installation of
      machinery and equipment, the purchase of real estate, or the repayment of
      indebtedness or working capital.

      ITEM 3.     Defaults Upon Senior Securities.
                        None

      ITEM 4.     Submission of Matters to a Vote of Security Holders.
                        None


                                       16
<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

      ITEM 5.     Other Information.
                        None


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

      (a)   Exhibits:         Exhibit 27 -    Financial Data Schedule

      (b)   Report on Form 8-K:
                        None

                                       17

<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

                       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: May 14, 1999

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