<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, 2003

                         Commission File Number 0-21989


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


           Delaware                                     52-1481284
  (State or other jurisdiction                       (I.R.S. Employer
of incorporation or 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 the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the close of business on May 14, 2003:

                  Common Stock - 5,981,449

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

PART I. FINANCIAL INFORMATION
<S>                                                                                                   <C>
ITEM 1.           Financial Statements                                                                      3

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

                  Unaudited Condensed Consolidated Statements of Operations
                  for the three months ended March 31, 2003 and 2002                                        4

                  Unaudited Condensed Consolidated Statements of Cash Flows
                  for the three months ended March 31, 2003 and 2002                                        5

                  Notes to Unaudited Condensed Consolidated Financial Statements                         6 - 10

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

PART II. OTHER INFORMATION

ITEM 1.           Legal Proceedings                                                                        18

ITEM 2.           Changes in Securities and Use of Proceeds                                                18

ITEM 3.           Defaults Upon Senior Securities                                                          18

ITEM 4.           Submission of Matters to a Vote of Security Holders                                      18

ITEM 5.           Other Information                                                                        18

ITEM 6.           Exhibits and Reports on Form 8-K                                                         18
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                      March 31,       December 31,
                                                                                        2003              2002
                                                                                    ------------      ------------
                                                                                               (Unaudited)

                                ASSETS
Current Assets:
<S>                                                                                 <C>               <C>
   Cash and cash equivalents                                                        $  3,644,853      $  6,389,650
   Accounts receivable, net                                                            8,504,734         6,571,226
   Prepaid and refundable income taxes                                                 2,416,488         2,269,804
   Prepaid expenses and other current assets                                           2,378,741         2,101,334
   Deferred tax assets                                                                   199,000           199,000
                                                                                    ------------      ------------
       Total current assets                                                           17,143,816        17,531,014
                                                                                    ------------      ------------

Property and equipment, net                                                            5,985,543         5,889,840

Goodwill, net                                                                         13,234,049        12,854,121
Customer list and other intangibles, net                                                 119,512           139,512
Investment in joint venture                                                              581,604           681,604
Deferred tax assets                                                                    1,530,000         1,655,000
Other assets                                                                           1,808,274         1,892,243
                                                                                    ------------      ------------
       Total assets                                                                 $ 40,402,798      $ 40,643,334
                                                                                    ============      ============

                LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Current portion of long-term debt                                                $     29,784      $     45,291
   Borrowings on credit facilities                                                     6,037,501         6,536,665
   Accounts payable                                                                    2,802,922         2,203,436
   Accrued expenses and other current liabilities                                      4,781,972         4,654,194
                                                                                    ------------      ------------
       Total current liabilities and total liabilities                                13,652,179        13,439,586
                                                                                    ------------      ------------
Stockholders' Equity:
   Common stock; $.01 par value. Authorized 15,000,000 shares; issued 6,038,573
     shares in 2003 and 5,947,036 shares in 2002                                          60,385            59,470
   Additional paid-in capital                                                         25,043,124        24,768,762
   Retained earnings                                                                   2,252,685         2,930,754
   Accumulated other comprehensive loss                                                 (405,641)         (355,304)
                                                                                    ------------      ------------
                                                                                      26,950,553        27,403,682
   Less common stock in treasury (at cost, 57,124 shares)                               (199,934)         (199,934)
                                                                                    ------------      ------------

       Total stockholders' equity                                                     26,750,619        27,203,748
                                                                                    ------------      ------------
       Total liabilities and stockholders' equity                                   $ 40,402,798      $ 40,643,334
                                                                                    ============      ============
</TABLE>

       See notes to unaudited condensed consolidated financial statements

                                       3
<PAGE>


                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
               For the Three Months Ended March 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                     2003              2002
                                                 ------------      ------------
<S>                                              <C>               <C>
Revenues                                         $ 10,960,992      $ 11,075,442

Direct costs                                        3,549,303         3,880,483
                                                 ------------      ------------

     Gross Profit                                   7,411,689         7,194,959

Operating Expenses:
  Selling, general and administrative expenses      7,462,227         7,252,916
  Depreciation and amortization                       538,815           805,520
  Loss from joint venture                             100,000           100,000
                                                 ------------      ------------

     Operating loss                                  (689,353)         (963,477)

Interest expense, net                                 (88,716)          (33,633)
                                                 ------------      ------------

     Loss before income taxes                        (778,069)         (997,110)

Benefit from income taxes                            (100,000)         (300,000)
                                                 ------------      ------------

     Net loss                                    $   (678,069)     $   (697,110)
                                                 ============      ============

Basic and diluted loss per share                 $      (0.11)     $      (0.12)
                                                 ============      ============
</TABLE>

       See notes to unaudited condensed consolidated financial statements

                                       4
<PAGE>

                MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the three Months Ended March 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                      2003            2002
                                                                  -----------      -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                               <C>              <C>
     Net loss                                                     $  (678,069)     $  (697,110)
                                                                  -----------      -----------
     Adjustments to reconcile net loss to net cash
        (used in) provided by operating activities:
     Depreciation and amortization                                    538,815          805,520
     Deferred income taxes                                            125,000               --
     Equity loss from joint venture                                   100,000          100,000
     Changes in assets and liabilities
       Accounts receivable                                         (1,983,845)         445,917
       Other assets                                                    32,969           73,530
       Prepaid expenses and other current assets                     (277,407)        (698,619)
       Accounts payable and accrued expenses                          938,416          405,104
       Prepaid and refundable taxes                                  (146,684)        (299,298)
                                                                  -----------      -----------
          Net cash (used in) provided by operating activities      (1,350,805)         135,044
                                                                  -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Cash paid for earn out payments on acquisitions                 (315,803)        (225,000)
     Purchases of property and equipment                             (563,518)        (159,126)
                                                                  -----------      -----------
          Net cash used in investing activities                      (879,321)        (384,126)
                                                                  -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from the issuance of common stock in connection
       with the exercise of stock options                                  --              914
     Repayments of long term debt                                     (15,507)         (13,499)
     Borrowings on line of credit - bank                               98,043           55,295
     Payments on line of credit - bank                               (597,207)              --
                                                                  -----------      -----------
          Net cash (used in) provided by financing activities        (514,671)          42,710
                                                                  -----------      -----------
          Net decrease in cash and cash equivalents                (2,744,797)        (206,372)
Cash and cash equivalents at the beginning of period                6,389,650        4,680,075
                                                                  -----------      -----------
Cash and cash equivalents at end of period                        $ 3,644,853      $ 4,473,703
                                                                  ===========      ===========

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

       See notes to unaudited condensed consolidated financial statements

                                       5

<PAGE>

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


(1)      Basis of presentation

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

The  unaudited  condensed  consolidated  financial  statements  included  herein
reflect all adjustments (which include only normal, recurring adjustments) which
are, in the opinion of management, necessary to state fairly the results for the
three months ended March 31, 2003.  The results for the three months ended March
31, 2003 are not  necessarily  indicative  of the results  expected for the full
fiscal year.

(2)      Loss per Share

Basic loss per common  share is  computed  using net loss  applicable  to common
stock and the weighted  average number of shares  outstanding.  Diluted loss per
common share is computed using the weighted average number of shares outstanding
adjusted  for the  incremental  shares  attributed  to  outstanding  options  to
purchase  common  stock.  For the three month  periods  ended March 31, 2003 and
2002,   the  Company  had  common  stock   equivalents  of  41,219  and  26,408,
respectively, related to stock options that were not included in the computation
of loss per common share because they were  antidilutive.  The weighted  average
number  of shares  for the three  months  ended  March 31,  2003 and 2002 are as
follows:


<TABLE>
<CAPTION>
Weighted Average Shares Outstanding
-----------------------------------

                                       For the three months ended March 31,
                                       -----------------------------------
                                           2003                    2002
                                           ----                    ----
<S>                                    <C>                     <C>
         Basic and diluted               5,913,855               5,849,059
                                         =========               ==========
</TABLE>


                                       6

<PAGE>
               MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


(3)      Comprehensive Loss

<TABLE>
<CAPTION>
The components of comprehensive loss consist of the following:

                                                                    For the three months ended March 31,
                                                                    -----------------------------------
                                                                        2003                    2002
                                                                        ----                    ----
<S>                                                                 <C>                   <C>
         Net loss                                                   $(678,069)              $(697,110)

         Other comprehensive loss:
            Foreign currency translation
              adjustments                                             (50,337)                   (361)
                                                                    ----------              ---------

         Comprehensive loss                                         $(728,406)              $(697,471)
                                                                    =========               =========
</TABLE>


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


(4)      Recent Accounting Pronouncements

In November 2002, the FASB issued FIN 45, "Guarantor's Accounting and Disclosure
Requirements for Guarantees,  Including  Indirect  Guarantees of Indebtedness of
Others." FIN 45  elaborates  on the existing  disclosure  requirements  for most
guarantees,  including  residual value  guarantees  issued in  conjunction  with
operating lease agreements.  It also clarifies that at the time a company issues
a guarantee,  the company must recognize an initial liability for the fair value
of the  obligation  it  assumes  under that  guarantee  and must  disclose  that
information  in  its  interim  and  annual  financial  statements.  The  initial
recognition  and  measurement   provisions  apply  on  a  prospective  basis  to
guarantees   issued  or  modified   after  December  31,  2002.  The  disclosure
requirements are effective for financial statements of interim or annual periods
ending  after  December  15,  2002.  The  adoption  of  FIN 45  did  not  have a
significant impact on our financial position and results of operations.

In January 2003,  the FASB issued FIN 46,  "Consolidation  of Variable  Interest
Entities." FIN 46 requires a variable  interest  entity to be  consolidated by a
company if that  company  is subject to a majority  of the risk of loss from the
variable interest  entity's  activities or entitled to receive a majority of the
entity's  residual returns or both. A variable interest entity is a corporation,
partnership,  trust, or any other legal  structures  used for business  purposes
that either (a) does not have  equity  investors  with voting  rights or (b) has
equity  investors  that do not provide  sufficient  financial  resources for the
entity to  support  its  activities.  A variable  interest  entity  often  holds
financial assets, including loans or receivables, real estate or other property.
A  variable  interest  entity  may be  essentially  passive  or it may engage in
research and development or other activities on behalf of another  company.  The
consolidation  requirements  of FIN 46 apply  immediately  to variable


                                       7

<PAGE>

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


interest entities created after January 31, 2003. The consolidation requirements
apply to older  entities in the first  fiscal year or interim  period  beginning
after  June  15,  2003.  Certain  of the  disclosure  requirements  apply to all
financial  statements  issued  after  January 31, 2003,  regardless  of when the
variable  interest entity was established.  The Company has evaluated the impact
of FIN 46 and does not believe that it has any  investment in variable  interest
entities.

(5)      Investments and Acquisitions

On April 8, 2002, TTX Limited ("Teletrax"), a subsidiary of the Company, entered
into a Technology  License Agreement with Koninklijke  Philips  Electronics N.V.
("Philips"), for the use of Philips' WaterCast technology. Medialink, which owns
76% of Teletrax, has agreed to advance to Teletrax, in the form of a loan, up to
a total of $1.761 million.  Through March 31, 2003, Medialink has fulfilled this
commitment.   The  minority  shareholder  of  Teletrax  has  no  future  funding
obligations  and,  accordingly,  the Company has recorded  100% of the loss from
this subsidiary.

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

For the three month  period  ended March 31, 2003 and 2002 the Company  recorded
goodwill related to earn-out  payments on acquisitions of $380,000 and $375,000,
respectively.  At March 31, 2003 the Company had no future commitments on any of
its acquisitions that would result in additional goodwill to be recorded.


(6)      Line of Credit

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

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

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

(7)      Intangible Assets


                                       8

<PAGE>
               MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


Intangible assets consist of the following:

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

                                     Gross                                      Gross
                Amortization       Carrying     Accumulated                   Carrying     Accumulated
                   Period           Amount     Amortization     Net            Amount     Amortization      Net
                   ------           ------     ------------     ---            ------     ------------      ---
<S>             <C>                <C>         <C>             <C>            <C>         <C>               <C>
Customer List     5 years            $4,000      $(4,000)      $ --            $4,000        $(4,000)       $ --
Non-competes      4-7.5 years           500         (380)       120               500           (360)        140
                                     ------      -------       ----            ------        -------        ----
Total                                $4,500      $(4,380)      $120            $4,500        $(4,360)       $140
                                     ======      =======       ====            ======        =======        ====
</TABLE>


Aggregate  amortization  expense for the three  months  ended March 31, 2003 and
2002 was $20,000 and $240,090, respectively.

Estimated future amortization expense is as follows:

         For the nine months ending December 31, 2003              $60,000
         For the year ended December 31, 2004                       60,000
                                                                  --------
         Total estimated amortization                             $120,000
                                                                  ========


(8)      Stock Based Compensation

In December 2002, the Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation
- Transition and Disclosure" ("SFAS 148"). SFAS 148 provides alternative methods
of transition for a voluntary  change to the fair value method of accounting for
stock-based  employee  compensation  as  originally  provided  by SFAS  No.  123
"Accounting for  Stock-Based  Compensation".  Additionally,  SFAS 148 amends the
disclosure  requirements of SFAS 123 to require prominent disclosure in both the
annual and  interim  financial  statements  about the method of  accounting  for
stock-based  compensation and the effect of the method used on reported results.
The  transitional  requirements  of SFAS  148 are  effective  for all  financial
statements  for fiscal  years ending  after  December  15, 2002.  We adopted the
disclosure  portion of this statement for the current fiscal quarter ended March
31, 2003. The  application of the disclosure  portion of this standard will have
no impact on our consolidated  financial position or results of operations.  The
Financial  Accounting  Standards Board recently indicated that they will require
stock-based  employee  compensation  to be  recorded  as a  charge  to  earnings
beginning in 2004. We will continue to monitor their progress on the issuance of
this standard as well as evaluate our position with respect to current guidance.

 If the Company had elected to  recognize  compensation  cost at the grant date,
based on the fair value of the options granted,  in 2003 and 2002, as prescribed
by SFAS 123,  the  Company's  net loss and loss per share for the periods  ended
March 31, 2003 and 2002 would  approximate  the pro forma  amounts as  indicated
below:


                                       9

<PAGE>
               MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


<TABLE>
<CAPTION>
                                                For the three months ended March 31,
                                                    2003                 2002
                                                  ---------           ---------
<S>                                             <C>                   <C>
Net loss - as reported                            $(678,069)          $(697,110)
Deduct:  total stock-based
  employee compensation expense
  determined under the fair
  value method, net of related tax
  effects                                           (80,210)            (94,415)
                                                  ---------           ---------
Net loss - pro forma                              $(758,279)          $(791,525)
                                                  =========           =========


Basic and diluted EPS - as reported               $    (.11)          $    (.12)
Basic and diluted EPS - pro forma                 $    (.13)          $    (.14)
</TABLE>


The fair  value of each  grant is  estimated  using  the  Black-Scholes  Options
Pricing  Model  with the  following  assumptions:  dividend  yield of 0% for all
grants, expected volatility of 10% in 2002. There were no options granted during
the three months ended March 31, 2003.


(9)      Reclassifications

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


                                       10
<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, 2003 compared to Three months ended March 31, 2002

Revenues  for the three months  ended March 31, 2003 (the "2003  Quarter")  were
$10.96  million as compared  $11.08 million for the three months ended March 31,
2002 (the "2002 Quarter"),  resulting in a decrease of $114,000,  or 1%. Revenue
from the Company's Media  Communications  Services decreased by $73,000,  or 1%,
and the Company's Research  Communication Services revenue decreased by $42,000,
or 2%.  During the 2003  Quarter,  the Company  experienced a decrease in demand
from clients for its Media Communications  Services products  substantially as a
result  of the  events  leading  up to the war in Iraq and the  commencement  of
military action. Events which dominate news broadcasts, such as the war in Iraq,
can cause the Company's  clients to delay or in some cases not use the Company's
services  because of concern that the impact of their project would be adversely
affected by the focus of the media on such news events.

Direct  costs  decreased  by  $331,000,  or 9%,  from $3.88  million in the 2002
Quarter  to $3.55  million  in the 2003  Quarter.  The  Company's  gross  profit
percentage  was  68%  and  65%  in  the  2003  Quarter  and  the  2002  Quarter,
respectively. The increase in the gross profit percentage was due to a favorable
product mix and the result of adjustments the Company made over the last several
quarters to its direct cost structure,  including renegotiating vendor rates and
improving the efficiency of its operating processes.

Selling, general and administrative expenses ("S, G & A") increased by $209,000,
or 3%,  from  $7.25  million in the 2002  Quarter  to $7.46  million in the 2003
Quarter.   The  increase  in  S,  G  &  A  includes  increases  in  payroll  and
payroll-related  costs  ("Payroll") of approximately  $257,000.  The increase in
Payroll is  substantially  the result of  Payroll of the  Company's  subsidiary,
formed in April 2003, Teletrax.  Additionally,  Teletrax incurred other S, G & A
expenses of approximately $379,000 during 2003. Offsetting the increases in S, G
& A expenses  resulting  from  Teletrax,  the  Company  reduced  its S, G & A by
approximately  $400,000 in 2003 as compared to 2002, including,  but not limited
to advertising and marketing, travel and entertainment and office costs.

Depreciation  and  amortization  expense  decreased  by $267,000,  or 33%,  from
$806,000 in the 2002 Quarter to $539,000 in the 2003  Quarter.  The decrease was
substantially due to the Company's  customer list,  acquired in conjunction with
the acquisition of The Corporate  Television Group, which was fully amortized in
2002,  resulting in a decrease in amortization of $200,000  between the 2003 and
2002 Quarters.

As a result of the  foregoing,  the Company had an operating loss of $689,000 in
the 2003  Quarter as  compared  to an  operating  loss of  $963,000  in the 2002
Quarter.  The operating loss in 2003 included an operating loss of $619,000 from
the Company's 76% owned  subsidiary,  Teletrax,  which was formed in April 2002.
The minority  shareholder  of Teletrax has no future  funding  obligations  and,
accordingly, the Company has recorded 100% of the loss from this subsidiary.


                                       11

<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


Income tax benefit was calculated using  Medialink's  effective tax rates of 41%
in both 2003 and 2002.  In both 2003 and 2002 the  Company  was also  subject to
minimum state and local taxes and taxes on capital.  Additionally, in 2003, as a
result of the limited historical results of Teletrax, the Company's newly formed
76% foreign subsidiary,  and management's  limited ability to project Teletrax's
future  results,  the Company has  recorded a  valuation  allowance  of $188,000
related to the foreign deferred tax asset generated by Teletrax's loss.

The Company had a net loss of $678,000 in the 2003  Quarter as compared to a net
loss of $697,000 in the 2002  Quarter.  In 2003 the Company had a loss per share
of $0.11 compared to a loss per share of $0.12 in 2002.

LIQUIDITY AND CAPITAL RESOURCES

Medialink has financed its  operations  primarily  through cash  generated  from
operations  and  its  line of  credit  facility.  Net  cash  used  in  operating
activities  amounted to $1.35 million for the three month period ended March 31,
2003, while net cash provided by operating  activities for the comparable period
in 2002 was  $135,000.  The change was the  result of the  changes in  operating
assets and liabilities. Most notably during the 2003 quarter accounts receivable
increased  $1.9 million as compared to the 2002 Quarter  where we had a decrease
in accounts  receivable of $446,000.  Capital  expenditures  which are primarily
incurred  to support  the  Company's  sales and  operations  and the  continuing
roll-out of the Teletrax  network were  $564,000 in 2003 compared to $159,000 in
2002.  Cash  flows  related  to  earn  out  payments  on the  Company's  various
acquisitions  amounted  to  $316,000  and  $225,000  in 2003 and 2002  Quarters,
respectively.  As of  March  31,  2003 the  Company  has no  potential  earn-out
payments on its acquisitions.

In August 2001 the  Company  received an  unsolicited  takeover  bid from United
Business Media plc to purchase all of its issued and outstanding  common shares.
In  connection  with this  unsolicited  offer the  Company  retained a financial
advisor to assist the Company in analyzing and considering the unsolicited offer
and the various  strategic  opportunities  available  to the Company to maximize
shareholder  value. The terms of the agreement provided that the Company pay the
financial  advisor  between  $2,000,000  and  $2,500,000  by August 20, 2002. In
August  2002 the  agreement  was  amended  to  decrease  the total fees to $1.60
million plus expenses. In accordance with the terms of the amended agreement, as
of March 31, 2003,  $1.2 million has been paid with the  remaining  balance due,
totaling  $400,000  included  in accounts  payable.  The  remaining  balance was
subsequently paid in April 2003.

As of March 31, 2003 Medialink had $3.64 million in cash and cash equivalents as
compared to $6.39 million as of December 31, 2002. In addition,  the Company had
a  balance  due under its line of credit  facility  of $6.04  million  and $6.54
million at March 31, 2003 and December 31, 2002,  respectively.  The decrease in
cash and cash equivalents of $2.74 million includes purchases of fixed assets of
$564,000,  cash earn-out payments on acquisitions of $316,000 and pay downs, net
of borrowings on its line of credit facility aggregating $499,000. The remaining
change was  substantially  attributable to the increase in accounts  receivable,
net of the increase in accounts

                                       12

<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


payable and accrued expenses.

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

RISK FACTORS

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

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

Competition
The markets for the  Company's  services are highly  competitive.  The principal
competitive factors affecting the Company are effectiveness, reliability, price,
technological  sophistication  and  timeliness.   Numerous  specialty  companies
compete with the Company in each of its service lines although no single company
competes  across  all  service  lines.  Some  of the  Company's  competitors  or
potential   competitors   have  longer   operating   histories,   longer  client
relationships and significantly  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


                                       13

<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


on the Company's business, operating results and financial condition.

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

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

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

Line of credit
The Company has a balance due under its line of credit of $6.04  million  with a
due date of  April 1,  2004,  subject  to  annual  renewal  thereafter  with the
lender's  consent.  Covenants  under the line of credit  agreement  require  the
Company to meet certain financial  ratios,  including minimum tangible net worth
and minimum  earnings  before  depreciation,  amortization,  interest  and other
charges,  as defined in the agreement.  While management believes the Company is
currently in compliance with the covenants  under the line of credit  agreement,
there can be no assurance  that the Company will continue to be in compliance in
the future. In that event, the Company may be required to raise additional funds
in order to repay the outstanding balance under the line of credit and there can
be no assurance that, if required, the Company would be able to raise such funds
on favorable terms, if at all.

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


                                       14

<PAGE>


MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


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

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

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


                                       15

<PAGE>


MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


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

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

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

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

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


                                       16

<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES

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


Item 4.  CONTROLS AND PROCEDURES

Within 90 days prior to the date of this report,  we carried out an  evaluation,
under the supervision and with the participation of our chief executive officer,
principal   accounting  officer  and  principal   financial   officer,   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures.  Based on this evaluation,  our chief executive  officer,  principal
accounting officer and principal financial officer concluded that our disclosure
controls and  procedures,  as of the date of the  evaluation,  are  effective in
timely  alerting  them to  material  information  required to be included in our
periodic  SEC  reports.  It should  be noted  that the  design of any  system of
controls  is based in part upon  certain  assumptions  about the  likelihood  of
future  events,  and there can be no  assurance  that any design will succeed in
achieving its stated goals under all potential future conditions,  regardless of
how remote.

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


                                       17

<PAGE>


MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES


         PART II. OTHER INFORMATION

         ITEM 1.  Legal Proceedings.

                                    None

         ITEM 2.  Changes in Securities and Use of Proceeds.

                                    None

         ITEM 3.  Defaults Upon Senior Securities.

                                    None

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

                                    None

         ITEM 5.           Other Information.

                                    None

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

                  (a) Exhibits:
                           99.1  Certification  pursuant  to 18  U.S.C.  Section
                           1350,  as  adopted  pursuant  to  Section  906 of the
                           Sarbanes-Oxley Act of 2002.

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

                  (b) Report on Form 8-K:

                                    None


                                       18

<PAGE>


MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES


                                   SIGNATURES


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



                  MEDIALINK WORLDWIDE INCORPORATED




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

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



Dated: May 14, 2003


<PAGE>


MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES


CERTIFICATION

I, Laurence Moskowitz, certify that:

1. I have reviewed  this  quarterly  report on Form 10-Q of Medialink  Worldwide
Incorporated;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a)     designed such disclosure  controls and procedures to ensure that
                material information  relating to the registrant,  including its
                consolidated subsidiaries,  is made known to us by others within
                those  entities,  particularly  during  the period in which this
                annual report is being prepared;
         b)     evaluated  the  effectiveness  of  the  registrant's  disclosure
                controls and procedures as of a date within 90 days prior to the
                filing date of this quarterly  report (the  "Evaluation  Date");
                and
         c)     presented in this  quarterly  report our  conclusions  about the
                effectiveness of the disclosure controls and procedures based on
                our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):
a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and
b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and
6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: May 14, 2003


/s/ Laurence Moskowitz
---------------------------------
Name: Laurence Moskowitz
Title: Chief Executive Officer


<PAGE>

MEDIALINK WORLDWIDE INCORPORATED AND SUBSIDIARIES


CERTIFICATION

I, J. Graeme McWhirter, certify that:

1. I have reviewed  this  quarterly  report on Form 10-Q of Medialink  Worldwide
Incorporated;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         d)     designed such disclosure  controls and procedures to ensure that
                material information  relating to the registrant,  including its
                consolidated subsidiaries,  is made known to us by others within
                those  entities,  particularly  during  the period in which this
                annual report is being prepared;
         e)     evaluated  the  effectiveness  of  the  registrant's  disclosure
                controls and procedures as of a date within 90 days prior to the
                filing date of this quarterly  report (the  "Evaluation  Date");
                and
         f)     presented in this  quarterly  report our  conclusions  about the
                effectiveness of the disclosure controls and procedures based on
                our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):
a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and
b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: May 14, 2003


/s/ J. Graeme McWhirter_
-----------------------
Name: J. Graeme McWhirter
Title: Chief Financial Officer

<PAGE>