<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q

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

   For the quarterly period ended September 30, 2001

                                      OR

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

                        Commission file number 0-25107

                                   Dice Inc.
                       (Formerly known as EarthWeb Inc.)
            (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                   <C>
                Delaware                              13-3899472
    (State or other jurisdiction of      (I.R.S. Employer Identification No.)
     incorporation or organization)

             3 Park Avenue,                             10016
           New York, New York                    (including Zip Code)
(Address of principal executive offices)
</TABLE>
                                (212) 679-9078
             (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

   As of October 25, 2001, the registrant had outstanding 10,725,987 shares of
common stock, $.01 par value.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>

                                   DICE INC.

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                               Page No.
                                                                                               --------
<S>                                                                                            <C>
PART 1. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements:
   Condensed Consolidated Balance Sheets as of September 30, 2001 and December 31, 2000.......     3
   Condensed Consolidated Statements of Operations for the three and nine month periods ended
     September 30, 2001 and 2000..............................................................     4
   Condensed Consolidated Statements of Cash Flows for the nine month periods ended
     September 30, 2001 and 2000..............................................................     5
   Notes to Condensed Consolidated Financial Statements.......................................     6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
  Operations..................................................................................    10
Item 3. Quantitative and Qualitative Disclosures About Market Risk............................    18

PART II. OTHER INFORMATION
Item 1. Legal Proceedings.....................................................................    19
Item 2. Changes in Securities and Use of Proceeds.............................................    19
Item 3. Defaults Upon Senior Securities.......................................................    19
Item 4. Submission of Matters to a Vote of Security Holders...................................    19
Item 5. Other Information.....................................................................    19
Item 6. Exhibits and Reports on Form 8-K......................................................    19
Signatures....................................................................................    20
</TABLE>

                                      2

<PAGE>

                         PART I--FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

                                   DICE INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                               September 30, December 31,
                                                                                   2001          2000
                                                                               ------------- ------------
                                                                                (unaudited)
<S>                                                                            <C>           <C>
ASSETS:
Current Assets:
   Cash and cash equivalents..................................................   $  25,089    $  40,157
   Marketable securities......................................................         126        6,322
   Accounts receivable, net of allowances of $2,126 and $2,352, respectively..       3,974        8,293
   Prepaid expenses and other current assets..................................       3,891        2,618
                                                                                 ---------    ---------
       Total current assets...................................................      33,080       57,390
Fixed assets, net.............................................................       9,861        6,842
Intangible assets, net........................................................      33,344       40,370
Other assets..................................................................       4,302        5,002
                                                                                 ---------    ---------
       Total assets...........................................................   $  80,587    $ 109,604
                                                                                 =========    =========
LIABILITIES AND STOCKHOLDERS' DEFICIT:
Current liabilities:
   Accounts payable and accrued expenses......................................   $   6,640    $  11,423
   Accrued interest...........................................................         931        2,434
   Accrued restructuring charge...............................................         355        8,793
   Deferred revenue...........................................................       6,400        5,963
   Leases payable--current portion............................................       1,308        1,259
   Amounts due under acquisition agreements...................................       4,000        4,096
   Notes payable--current portion.............................................         282          524
                                                                                 ---------    ---------
       Total current liabilities..............................................      19,916       34,492
Long term debt................................................................      71,200       80,156
Leases payable................................................................       1,116          688
Other liabilities.............................................................       1,588        1,183
Commitments and contingencies (Note 5)
Stockholders' deficit:
   Common stock, par value $.01; 75,000 authorized; 10,657 and 10,402 issued,
     respectively.............................................................         107          104
   Additional paid in capital.................................................     126,163      125,558
   Accumulated comprehensive other income.....................................          39           55
   Treasury stock at cost, 8 and 5 shares, respectively.......................        (213)        (200)
   Accumulated deficit........................................................    (139,329)    (132,432)
                                                                                 ---------    ---------
       Total stockholders' deficit............................................     (13,233)      (6,915)
                                                                                 ---------    ---------
       Total liabilities and stockholders' deficit............................   $  80,587    $ 109,604
                                                                                 =========    =========
</TABLE>



  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                      3

<PAGE>

                                   DICE INC.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (unaudited, in thousands except per share data)

<TABLE>
<CAPTION>
                                                        Three months ended  Nine months ended
                                                          September 30,       September 30,
                                                        -----------------  ------------------
                                                          2001     2000      2001      2000
-                                                       -------   -------  --------  --------
<S>                                                     <C>       <C>      <C>       <C>
Revenues............................................... $13,019   $21,027  $ 45,641  $ 51,187
Cost of revenues.......................................   1,157     4,866     3,855    13,892
                                                        -------   -------  --------  --------
Gross profit...........................................  11,862    16,161    41,786    37,295
                                                        -------   -------  --------  --------
Operating expenses:
   Product development.................................   1,128     1,866     3,797     6,782
   Sales and marketing.................................   5,938    11,622    23,656    31,659
   General and administrative..........................   2,769     3,370     8,121     9,515
   Depreciation........................................   1,000     1,637     2,736     3,482
   Amortization........................................   4,223     6,495    12,241    17,645
   Restructuring and one-time charges, net.............      --        --       270        --
                                                        -------   -------  --------  --------
       Total operating expenses........................  15,058    24,990    50,821    69,083
                                                        -------   -------  --------  --------
Loss from operations...................................  (3,196)   (8,829)   (9,035)  (31,788)
Interest expense.......................................  (1,521)   (1,613)   (4,675)   (4,490)
Interest and other income..............................     266       849     1,204     2,699
                                                        -------   -------  --------  --------
Net loss before extraordinary item ....................  (4,451)   (9,593)  (12,506)  (33,579)
Extraordinary gain on repurchase of convertible notes .   5,609        --     5,609        --
                                                        -------   -------  --------  --------
Net income (loss) ..................................... $ 1,158   $(9,593) $ (6,897) $(33,579)
                                                        =======   =======  ========  ========
Loss per share before extraordinary item............... $ (0.42)  $ (0.92) $  (1.19) $  (3.30)
Extraordinary gain per share...........................    0.53        --      0.53        --
                                                        -------   -------  --------  --------
Basic and diluted net income (loss) per share.......... $  0.11   $ (0.92) $  (0.66) $  (3.30)
                                                        =======   =======  ========  ========
Weighted average shares of common stock outstanding....  10,593    10,377    10,497    10,174
                                                        =======   =======  ========  ========
</TABLE>



  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                      4

<PAGE>

                                   DICE INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (unaudited, in thousands)

<TABLE>
<CAPTION>
                                                                             Nine Months Ended
                                                                               September 30,
                                                                            ------------------
                                                                              2001      2000
-                                                                           --------  --------
<S>                                                                         <C>       <C>
Cash flows used in operating activities:
   Net loss................................................................ $ (6,897) $(33,579)
Adjustments to reconcile net loss to net cash used in operating activities:
   Depreciation............................................................    2,736     3,482
   Amortization of intangible assets.......................................   12,241    17,645
   Amortization of deferred financing costs................................      411       438
   Provision for doubtful accounts.........................................    1,512     1,016
   Non-cash reversal of accrued restructuring charges......................     (827)       --
   Loss on write down of fixed assets......................................      530        --
   Extraordinary gain on repurchase of convertible notes...................   (5,609)       --
   Charge related to issuance of stock options.............................      108       194
Changes in operating assets and liabilities:
   Accounts receivable.....................................................    2,808    (6,269)
   Prepaid expenses and other assets.......................................     (943)     (691)
   Accounts payable and accrued expenses...................................   (3,963)     (344)
   Accrued interest........................................................   (1,503)    1,066
   Deferred revenue........................................................      413     4,286
   Accrued restructuring charge............................................   (7,611)       --
   Other liabilities.......................................................      (89)      192
                                                                            --------  --------
Net cash used in operating activities......................................   (6,683)  (12,564)
                                                                            --------  --------
Cash flows provided by (used in) investing activities:
   Purchase of fixed assets................................................   (4,889)   (9,803)
   Payments for acquisitions...............................................       --   (13,989)
   Restricted cash.........................................................     (500)       --
   Purchase of investment securities.......................................       --    (6,168)
   Sale of investment securities...........................................    6,180     6,200
                                                                            --------  --------
Net cash provided by (used in) investing activities........................      791   (23,760)
                                                                            --------  --------
Cash flows provided by (used in) financing activities:
   Proceeds from issuance of common stock, net.............................      459       678
   Proceeds from issuance of convertible notes, net........................       --    77,375
   Payments for repurchase of convertible notes............................   (2,982)       --
   Payments of obligations under acquisition agreements....................   (5,310)   (9,806)
   Payments of principal on capital leases and notes payable...............   (1,522)   (1,131)
   Reimbursements for capital lease payments...............................      179        --
                                                                            --------  --------
Net cash provided by (used in) financing activities........................   (9,176)   67,116
                                                                            --------  --------
Net change in cash and cash equivalents for the period.....................  (15,068)   30,792
Cash and cash equivalents, beginning of period.............................   40,157    13,054
                                                                            --------  --------
Cash and cash equivalents, end of period................................... $ 25,089  $ 43,846
                                                                            ========  ========
Summary of non-cash transactions:
   Conversion of promissory notes to shares of common stock................ $     --  $  5,894
   Common stock issued for acquisitions.................................... $     --  $  6,705
Acquisition of computer equipment and software through capital leases...... $  1,395  $  2,051
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.


                                      5

<PAGE>

                                   DICE INC.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                                  (unaudited)


1. The Company and Basis of Presentation

   Dice Inc. (formerly known as EarthWeb Inc.) ("Dice" or the "Company") is a
leading provider of online recruiting services to Information Technology (IT)
professionals. Dice Inc. provides services to hire, train and retain IT
professionals through dice.com, a leading online IT job board, and through
MeasureUp, a leading provider of preparation products for IT professional
certifications.

   On June 13, 2001 at the Company's Annual Meeting, stockholders approved the
change of the Company's name from EarthWeb Inc. to Dice Inc. As part of this
process, the Company changed the ticker symbol under which its stock trades on
the Nasdaq National Market from 'EWBX' to 'DICE'.

   Dice supports organizations across industries by helping them hire, train
and retain the IT talent needed to compete in today's technology-intensive
economy. Employers and recruiters of IT professionals pay for access to our
online recruiting services to help them find the right IT employee or
contractor.

   IT job seekers look to manage their careers through us by posting their
resumes on dice.com, by searching dice.com's database of permanent, contract
and consulting IT job postings, and by using Dice's IT career resources,
including MeasureUp's IT certification test preparation products. The job
postings available in dice.com's database include a wide variety of IT
positions from programmers, software engineers and systems administrators to
Chief Information or Technology Officers and other IT professionals.

   Through December 26, 2000, the Company owned and operated an online
advertising and subscription-supported content business (the "Content
Business"). The Content Business provided a comprehensive set of information to
IT professionals serving each of the major vertical markets in the IT industry,
including enterprise management, networking and telecommunications, software
and Internet development, and hardware and systems.

   On December 26, 2000, the Company completed the sale of certain assets of
the Content Business, which primarily consisted of websites, certain computer
equipment, and furniture, fixtures and leasehold improvements related to the
operations of those websites, to INT Media Group ("INT Media"), formerly known
as internet.com Corporation, and announced that it was exiting its remaining
content businesses which primarily included its subscription-based online
reference library, ITKnowledge.com (the "Divestiture").

   The Company has sustained net losses and negative cash flows from operations
since its inception. The Company's ability to meet its obligations in the
ordinary course of business is dependent upon its ability to establish
profitable operations or raise additional financing through public or private
equity financings, collaborative or other arrangements with corporate sources,
or other sources of financings to fund operations. Management believes that the
Company's current cash position and future cash flows from operations will be
sufficient to fund the Company's operations for at least the next twelve
months. However, there can be no assurances that the Company will achieve its
planned results. If anticipated results are not achieved, management believes
that it has some ability to delay or reduce certain of its expenditures so as
to help minimize the need for additional financing if such financing is not
available on terms acceptable to the Company.

   The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in
the United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information required by accounting principles
generally accepted in the United States of America for annual financial
statements. In the opinion of management, all adjustments, consisting only of
normal recurring accruals, considered necessary for a fair presentation have
been included. The results for the interim periods presented are not
necessarily indicative of the results that may be expected for any future
period. The following information should be read in conjunction with the
financial statements and notes thereto included in Dice's Annual Report on Form
10-K for the year ended December 31, 2000.

   Certain amounts from the prior period have been reclassified to conform to
the current period presentation.

                                      6

<PAGE>

                                   DICE INC.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                                  (unaudited)


2. Use of Estimates

   The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities at
the date of the condensed consolidated financial statements and reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from these estimates. Dice's significant estimates include the
useful lives of fixed assets and intangibles, the accounts receivable allowance
for doubtful accounts and the income tax valuation allowance.

3. Acquisitions

   In February 2000, the Company acquired MeasureUp, Inc. ("MeasureUp"), a
company that provides online certification preparation and assessment solutions
for IT professionals. Total consideration for the acquisition was $15.0
million, plus contingent earnout obligations based on the achievement of
certain financial targets during the years 2000, 2001 and 2002. The purchase
price consisted of $10.0 million in cash paid at closing, and $2.7 million in
cash and 150,947 shares of the Company's common stock paid during 2000. Under
the terms of the acquisition agreement and a related escrow agreement, the
150,947 shares of the Company's common stock paid in May 2000 were released
from escrow and 41,387 shares remain in escrow to secure potential future
payments. Based on results achieved by MeasureUp in 2000, the Company paid $1.2
million in cash to the sellers of MeasureUp in April 2001. The Company has
remaining earnout obligations to the sellers of MeasureUp, based on the
achievement of certain financial targets during the years 2001 and 2002, of up
to an aggregate of $6.3 million, payable in cash and/or common stock, at the
Company's option.

   In February and March 2000, the Company acquired the CCPrep and NetCerts
websites, respectively, both of which offer online certification preparation
products and services designed for IT professionals seeking certification for
Cisco products. The aggregate purchase price of both acquisitions was $3.2
million, $1.9 million of which was paid in cash and $1.3 million was paid with
41,247 shares of the Company's common stock.

   In February 2000, the Company acquired Cambridge Information Network
("CIN"), a leading website for IT executives. The consideration totaled
approximately $8.0 million, $7.0 million of which was paid in cash and $1.0
million of which was paid with 39,678 shares of the Company's common stock. As
part of the Divestiture, CIN was sold to INT Media on December 26, 2000.

   Under terms of the acquisition agreement for dice.com, which was acquired in
February 1999, the Company has earnout obligations to the sellers of dice.com
based on the attainment of certain financial targets. Based on results achieved
by dice.com in 2000, a total of $4.0 million was paid in April 2001 in cash.
The financial targets for 2001 have been achieved during the first nine months
of 2001 and, therefore, the Company will pay the final earnout obligation of
$4.0 million in April 2002. Of this earnout obligation, $2.0 million is payable
in cash and $2.0 million is payable in cash and/or common stock, at the
Company's option.

   These acquisitions have been accounted for using the purchase method of
accounting, and accordingly, the purchase price of each has been allocated to
assets acquired and liabilities assumed based on their respective fair values.
Intangible assets, representing the unallocated excess of purchase price, plus
transaction expenses, over the net assets acquired, have been allocated to
goodwill and other intangibles and are being amortized on a straight-line basis
over a period of three to five years.

   In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("FAS 142"), effective for fiscal years beginning after
December 15, 2001. Under the new rules goodwill, and intangible assets deemed
to have indefinite lives, will no longer be amortized, but will be subject to
annual impairment tests in accordance with the FAS 142. Other intangible assets
will continue to be amortized over their useful lives.

                                      7

<PAGE>

                                   DICE INC.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                                  (unaudited)

   The Company will apply the FAS 142 rules in accounting for goodwill and
other intangible assets beginning in the first quarter of 2002. During 2002,
the company will perform the first of the required impairment tests of goodwill
and other intangible assets, and has not yet determined what the effect of
these tests will be on the earnings and financial position of the Company.
However, under the provisions of FAS 142, management estimates that
amortization expense for the nine month period ended September 30, 2001 would
have decreased by $9.5 million to $2.7 million from $12.2 million.

4. Accrued Restructuring Charges

   In December 2000, the Company recorded $8.8 million in accrued restructuring
charges as a result of the Divestiture (see Note 1). The following table
summarizes the activity and balances of the accrued restructuring charges from
December 31, 2000 to September 30, 2001 (in thousands):

<TABLE>
<CAPTION>
                                             December 31,                    September 30,
                                             2000 Balance Payments Reversals 2001 Balance
                                             ------------ -------- --------- -------------
<S>                                          <C>          <C>      <C>       <C>
Type of Cost
Employee separation costs...................    $3,360    $(3,360)   $  --       $ --
Professional fees...........................     2,400     (1,900)    (500)        --
Other contractual commitments and exit costs     2,210     (1,603)    (327)       280
Lease obligations...........................       823       (748)      --         75
                                                ------    -------    -----       ----
   Total....................................    $8,793    $(7,611)   $(827)      $355
                                                ======    =======    =====       ====
</TABLE>

   Employee separation costs of $3.4 million related to the employees of the
Content Business and primarily consisted of severance and related payments, and
medical and other benefits. During December 2000, approximately 96 employees
company wide were notified that their positions were being eliminated over the
next few months but none were terminated as of December 31, 2000; all of these
employees were terminated during 2001. Professional fees of $2.4 million
related to services provided by attorneys, bankers, accountants and other
professionals as a result of the sale of the Content Business. During the
quarter ended September 30, 2001, the Company determined that its obligations
would be $0.6 million lower and, therefore, reduced the accrual. Other
contractual commitments and exit costs of $2.2 million were primarily comprised
of guaranteed royalty payments, fixed advertising commitments and obligations
related to prior acquisitions, all of which do not provide the Company any
future benefit. Accrued costs for lease obligations of $0.8 million relate to
lease commitments for offices that have been vacated and the termination of
various office equipment leases.

   During the nine months ended September 30, 2001, Dice made cash payments of
approximately $7.6 million against these accrued charges and, due to the
settlement of some obligations at levels lower than expected, reversed accrued
charges by approximately $0.8 million.

5. Commitments and Contingencies

   In March 2001, the Company entered into an agreement to lease approximately
90,000 square feet of office space in Urbandale, Iowa. The initial term of the
lease, commencing in November 2001, will be for ten years with an option to
renew for an additional ten years or longer. The monthly lease payments will be
approximately $802,000 in the first year, $831,000 in the second year and
$861,000 in the third year and thereafter, for a total commitment of
approximately $8.5 million. The Company may not assign the lease agreement or
sublet the leased premises without the consent of the landlord. The Company
obtained a $1.0 million letter of credit that will be held by the landlord as
security in the event of a default by Dice on the lease payment obligations. A
$1.0 million certificate of deposit securing the letter of credit is classified
as restricted cash in Other Assets on the balance sheet at September 30, 2001.
The Company may decrease the letter of credit by $200,000 per year during the
first five years of the lease if the Company does not default on any of its
lease payments to the landlord. The existing leases for office space in Iowa
will expire in the fourth quarter of 2001.

                                      8

<PAGE>

                                   DICE INC.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                                  (unaudited)


6. Comprehensive Income (Loss)

   Comprehensive income (loss) represents net loss plus the results of certain
stockholders' deficit changes not reflected in the Statements of Operations.
The components of comprehensive loss, net of tax, are as follows (in thousands):

<TABLE>
<CAPTION>
                                              Three Months Ended Nine Months Ended
                                                September 30,      September 30,
-                                             -----------------  -----------------
                                               2001       2000    2001      2000
-                                             ------    -------  -------  --------
                                                 (unaudited)        (unaudited)
<S>                                           <C>       <C>      <C>      <C>
Net Income (loss)............................ $1,158    $(9,593) $(6,897) $(33,579)
Unrealized depreciation of available-for-sale
  securities                                     (17)       (32)     (16) $   (116)
                                              ------    -------  -------  --------
Comprehensive income (loss).................. $1,141    $(9,625) $(6,913) $(33,695)
                                              ======    =======  =======  ========
</TABLE>

7. Fair Value of Financial Instruments

   The fair value of the Company's 7% convertible subordinated notes due
January 25, 2005 (the "Convertible Notes") was estimated based on the quoted
market price of the Convertible Notes as of September 30, 2001. The carrying
amount is $71.2 million and the fair value was approximately $25.2 million as
of September 30, 2001.

8. Extraordinary Gain on Repurchase of Convertible Notes

   In August 2001, Dice repurchased $8.8 million principal amount of the
Convertible Notes for an aggregate purchase price of $2.98 million in cash plus
accrued interest of approximately $43,000. As a result of these repurchases,
the Company recorded an extraordinary gain of $5.6 million (net of zero income
tax and a write off of $0.2 million of related deferred financing costs). The
Company used the Financial Accounting Standards No. 15, "Accounting for Debtors
and Creditors for Troubled Debt Restructuring", in determining the accounting
treatment for this transaction.

                                      9

<PAGE>

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

   On June 13, 2001, the Company changed its name from EarthWeb Inc. to Dice
Inc. As part of this process the Company changed the ticker symbol under which
its stock trades on the Nasdaq National Market from 'EWBX' to 'DICE'.

   The following discussion of the financial condition and results of
operations of Dice should be read in conjunction with the Management's
Discussion and Analysis of Financial Condition and Results of Operations and
the Consolidated Financial Statements and the Notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000. This
quarterly report on Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements involve risks and uncertainties and actual results could differ
materially from those discussed in the forward-looking statements. All
forward-looking statements included in this document are made as of the date
hereof, based on information available to Dice as of the date thereof, and Dice
assumes no obligation to update any forward-looking statement or risk factors.
For a discussion of risks related to our financial condition and business
model, see Item 1 "Business Risk Factors" included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000.

   Dice Inc. ("Dice" or the "Company") is a leading provider of online
recruiting services to Information technology (IT) professionals. Dice Inc.
provides services to hire, train and retain IT professionals through dice.com,
a leading online IT job board, and through MeasureUp, a leading provider of
preparation products for IT professional certifications.

   Dice supports organizations across industries by helping them hire, train
and retain the IT talent needed to compete in today's technology-intensive
economy. Employers and recruiters of IT professionals pay for access to our
online recruiting services to help them find the right IT employee or
contractor.

   IT job seekers look to manage their careers through us by posting their
resumes on dice.com, by searching dice.com's database of permanent, contract
and consulting IT job postings, and by using our IT career resources, including
MeasureUp's IT certification test preparation products. The job postings
available in our database include a wide variety of IT positions from
programmers, software engineers and systems administrators to Chief Information
or Technology Officers and other IT professionals.

   Through December 26, 2000, the Company owned and operated an online
advertising and subscription-supported content business (the "Content
Business"). The Content Business provided a comprehensive set of information to
IT professionals serving each of the major vertical markets in the IT industry,
including enterprise management, networking and telecommunications, software
and Internet development, and hardware and systems.

   On December 26, 2000, the Company completed the sale of certain assets of
the Content Business, which primarily consisted of websites, certain computer
equipment, and furniture, fixtures and leasehold improvements related to the
operations of those websites, to INT Media Group (formerly known as
internet.com Corporation) and announced that it was exiting its remaining
content businesses which primarily included its subscription-based online
reference library, ITKnowledge.com (the "Divestiture").

TRANSACTIONS AFFECTING THE COMPARABILITY OF RESULTS OF OPERATIONS AND FINANCIAL
                                   CONDITION

   The Divestiture should be considered when comparing our results of
operations and financial position. In addition to the Divestiture, in December
2000, the Company transferred certain assets of its educational courseware
business (the "Education Business") to a third party and ceased the remaining
operations of the Education Business. To enhance comparability, we have
included, after the disclosure of our actual results, a discussion of the
results of operations of the continuing businesses and separate financial
information that gives effect to these transactions as if the Divestiture and
the exit from the Education Business had occurred on January 1, 2000.

                                      10

<PAGE>

Results of Operations

   Revenue. Our paid listing revenue is generated through transactions with
three groups of customers: members, enterprise customers, and non-members.
Dice.com has direct relationships with member customers, trains them on the use
of the site, and provides ongoing support to help them maximize their use via a
telesales force and customer service team. The price for this service is
generally based on the number of jobs a customer posts, the number of locations
to which dice.com provides access, and the number of users at each location.

   The enterprise agreement program, launched in 2000, is an offering targeted
to large customers interested in significant enterprise-wide contracts which
cover multiple customer offices. The pricing is structured for enterprise needs
over a longer time period than traditional "member" relationships.

   Non-member customers are smaller, infrequent users of dice.com's job posting
services. The service is paid by credit card, and is provided as a self-service
product to reach these customers on a cost-effective basis.

   We also generate revenue through MeasureUp which provides online IT
certification test preparation and related products and also offers instructor
led training classes. IT professionals preparing for certification exams use
these products at training centers or individually online and attend our
training classes. MeasureUp provides online practice exams to help prepare IT
professionals for the actual certification exams.

   Revenues for the three months ended September 30, 2001 decreased $8.0
million to $13.0 million from $21.0 million for the three months ended
September 30, 2000. Paid listing revenues decreased by $3.0 million to $11.4
million from $14.4 million due to a decline in the number of member accounts
driven by an overall decrease in the demand for job postings. As a result of
the Divestiture and the exit from the Education Business, advertising,
subscription and educational courseware revenues decreased by approximately
$5.5 million in the three months ended September 30, 2001 versus the three
months ended September 30, 2000. For the three months ended September 30, 2001
and 2000 no single customer accounted for more than 2% of revenue. Barter
advertising revenue was $1.2 million of total revenues for the three months
ended September 30, 2000. The Company had no barter revenue for the three
months ended September 30, 2001.

   Revenues for the nine months ended September 30, 2001 decreased $5.6 million
to $45.6 million from $51.2 million for the nine months ended September 30,
2000. Paid listing revenues increased by $9.3 million to $40.8 million from
$31.5 million due to a change in the pricing structure implemented by dice.com
during the third quarter of 2000 which resulted in an increase in the revenue
generated per customer and to the impact of entering into a greater number of
enterprise agreements, which were launched during the third quarter of 2000.
Due to the growth in the number of customers and student attendance at training
classes, certification and training class revenue increased by $2.4 million to
$4.5 million from $2.1 million. As a result of the Divestiture, advertising and
subscription revenues decreased by approximately $17.5 million in the nine
months ended September 30, 2001 versus the nine months ended September 30,
2000. For the nine months ended September 30, 2001 and 2000 no single customer
accounted for more than 2% of revenue. Barter advertising revenue was $3.6
million of total revenues for the nine months ended September 30, 2000. The
Company had no barter revenue for the nine months ended September 30, 2001.

  Cost of Revenues

   For the three and nine months ended September 30, 2001, Dice's cost of
revenues consisted primarily of employee salaries and related expenses for
customer support personnel, system support costs and internet access related to
the dice.com and MeasureUp websites.

   For the three and nine months ended September 30, 2000, the Company's cost
of revenues consisted primarily of employee salaries and related expenses,
costs of materials of educational courseware, consulting fees, royalties,
Internet access, hosting fees and computer systems-related expenses required to
support and deliver the online services of the Content Business.

                                      11

<PAGE>

   Cost of revenues for the three months ended September 30, 2001 decreased
$3.7 million to $1.2 million from $4.9 million for the three months ended
September 30, 2000. The decrease in cost of revenues was primarily attributable
to the Divestiture and the exit from the Education Business, as these
businesses accounted for $3.7 million of the Company's cost of revenues for the
three months ended September 30, 2000.

   Cost of revenues for the nine months ended September 30, 2001 decreased
$10.0 million to $3.9 million from $13.9 million for the nine months ended
September 30, 2000. The decrease in cost of revenues was primarily attributable
to the Divestiture and the exit from the Education Business, as these
businesses accounted for $11.3 million of the Company's cost of revenues for
the nine months ended September 30, 2000. These reductions in costs were
partially offset by a $0.6 million increase in employee-related expenses due to
additional customer support and network operations personnel required to
support and enhance the dice.com web site and to an overall increase in the
costs associated with the IT certification test preparation products and the
certification training classes.

   Product Development. Dice's product development expenses consist primarily
of employee salaries and related expenses, content conversion costs, consulting
fees and computer systems-related expenses required to develop new, or enhance
existing, product offerings. Product development expenses for the three months
ended September 30, 2001 decreased $0.8 million to $1.1 million from $1.9
million for the three months ended September 30, 2000. The decrease in product
development expenses was primarily attributable to the Divestiture, as the
Content Business accounted for $0.8 million of the Company's product
development expenses for the three months ended September 30, 2000.

   Product development expenses for the nine months ended September 30, 2001
decreased $3.0 million to $3.8 million from $6.8 million for the nine months
ended September 30, 2000. The decrease in product development expenses was
primarily attributable to the Divestiture, as the Content Business accounted
for $4.4 million of the Company's product development expenses for the nine
months ended September 30, 2000. This reduction was partially offset by an
increase of $1.2 million resulting primarily from an increase in personnel
required to support the existing, and to develop the future, product offerings
of dice.com.

   Sales and Marketing. Sales and marketing expenses consist primarily of
advertising programs, agency fees, employee salaries, commissions and related
expenses of Dice's sales force and marketing personnel. Sales and marketing
expenses for the three months ended September 30, 2001 decreased $5.7 million
to $5.9 million from $11.6 million for the three months ended September 30,
2000. The decrease was primarily attributable to the Divestiture and the exit
from the Education Business, as these businesses accounted for $5.9 million of
the Company's sales and marketing expenses for the three months ended September
30, 2000. Barter expense was $1.2 million for the three months ended September
30, 2000. The Company had no significant barter expense for the three months
ended September 30, 2001.

   Sales and marketing expenses for the nine months ended September 30, 2001
decreased $8.0 million to $23.7 million from $31.7 million for the nine months
ended September 30, 2000. The decrease was primarily attributable to the
Divestiture and exit from the Education Business, as these businesses accounted
for $18.7 million of the Company's sales and marketing expenses for the nine
months ended September 30, 2000. This reduction was partially offset by
increases in sales and marketing expenses at dice.com and MeasureUp which
resulted from an increase in advertising expenses of $6.5 million, which was
mostly due to an increase in advertising agency fees and to an increase in
advertising programs targeted towards both job seekers and direct employers.
Salaries, commissions and related costs also increased by $2.9 million due to
the expansion of the sales force at dice.com and MeasureUp. Barter expense was
$3.6 million for the nine months ended September 30, 2000. The Company had no
significant barter expense for the nine months ended September 30, 2001.

   General and Administrative. General and administrative expenses consist
primarily of employee salaries and related expenses for executive,
administrative, and accounting personnel, provision for uncollectible accounts,
facilities costs, recruiting fees, insurance costs and professional fees.
General and administrative expenses for the three months ended September 30,
2001 decreased $0.6 million to $2.8 million from $3.4 million for the three
months ended September 30, 2000. The decrease was primarily attributable to the

                                      12

<PAGE>

Divestiture, as the Content Business accounted for $1.3 million of the
Company's general and administrative expenses for the three months ended
September 30, 2000. This decrease was partially offset by an increase of $0.3
million in salary and related employee costs associated with additional
personnel required to support the operations of dice.com and MeasureUp and a
$0.2 million loss on the sublease of a portion of the Company's office space.

   General and administrative expenses for the nine months ended September 30,
2001 decreased $1.4 million to $8.1 million from $9.5 million for the nine
months ended September 30, 2000. The decrease was primarily attributable to the
Divestiture and the exit from the Education Business, as these businesses
accounted for $4.1 million of the Company's general and administrative expenses
for the nine months ended September 30, 2000. This decrease was partially
offset by an increase of $1.1 million in the provision for uncollectible
accounts and to an increase of $1.0 million in salary and related employee
costs associated with additional personnel required to support the operations
of dice.com and MeasureUp.

   Depreciation. Depreciation consists primarily of depreciation of property
and equipment. The expenses were $1.0 million and $1.6 million for the three
months ended September 30, 2001 and 2000, respectively, and were $2.7 million
and $3.5 million for the nine months ended September 30, 2001 and 2000,
respectively. The decrease was primarily attributable to the Divestiture, as
the Content Business accounted for $1.3 million and $2.8 million of the
Company's depreciation expense in the three and nine month periods ended
September 30, 2000, respectively. This decrease was offset by the increase in
depreciation expense on additional hardware and software purchased during 2001
to support the growth of operations of dice.com and MeasureUp.

   Amortization. Amortization consists of amortization of intangible assets
related to acquisitions. When additional consideration is recorded due to
earnout targets being achieved, the additional intangible assets are amortized
over the amortization period remaining for the acquisition. Amortization for
the three months ended September 30, 2001 decreased $2.3 million to $4.2
million from $6.5 million for the three months ended September 30, 2000. The
decrease was primarily attributable to the write-down and sale of intangible
assets as a result of the Divestiture, as the amortization on these assets
accounted for $2.8 million of amortization expense for the three months ended
September 30, 2000. Offsetting this decrease were increases in amortization
expense of $0.5 million related to the dice.com and MeasureUp acquisitions
resulting from the additional consideration earned as a result of performance
targets achieved in 2001 by dice.com and in 2000 by MeasureUp.

   Amortization for the nine months ended September 30, 2001 decreased $5.4
million to $12.2 million from $17.6 million for the nine months ended September
30, 2000. The decrease was primarily attributable to the write-down and sale of
intangible assets as a result of the Divestiture, as the amortization on these
assets accounted for $7.8 million of amortization expense for the nine months
ended September 30, 2000. Offsetting the decrease were increases in
amortization expense of $2.4 million related to the dice.com and MeasureUp
acquisitions because of the additional consideration earned as a result of
performance targets achieved in 2001 by dice.com and in 2000 by MeasureUp and
also due to a full period of amortization expense related to MeasureUp
acquisition for the nine months ended September 30, 2001 versus a partial
period of operations in the same period for 2000.

   Restructuring and One Time Charges, net. In January 2001, Jack D. Hidary, a
Co-founder and President and CEO, resigned these positions, effective January
26, 2001, and became Chairman of the Board of Directors of the Company. Murray
Hidary, Co-founder and Executive Vice President of the Company, also resigned
his position, effective January 26, 2001, and continues to serve as a Director
of the Company. In connection with these resignations, the Company recorded a
charge of $1.0 million in the first quarter of 2001, which primarily consisted
of salary continuation and related payments, and medical and other benefits.
These charges were offset by reductions of approximately $0.7 million in the
accrued restructuring charges, recorded in December 2000, which primarily
resulted from the cash collections of accounts receivable in excess of, and the
settlement of obligations at lower than, projected levels.

   During the third quarter of 2001 the Company recorded several non-recurring
items. These included a write-down of $0.5 million in obsolete furniture,
fixtures and software. In addition, the Company reversed

                                      13

<PAGE>

approximately $0.5 million of the restructuring reserve related to the
Divestiture and other accrued liabilities of the Content Business because these
obligations were settled at levels lower than expected.

   Interest Expense. Interest expense consists primarily of interest on the
$71.2 million principal amount, 7% convertible subordinated notes due January
25, 2005 that were issued in January 2000 (the "Convertible Notes"). Interest
expense was $1.5 million and $1.6 million for the three months ended September
30, 2001 and September 30, 2000, respectively. The decrease was due to the
repurchase of $8.8 million of the Convertible Notes in August 2001.

   Interest expense for the nine months ended September 30, 2001 increased $0.2
million to $4.7 million from $4.5 million. The increase is primarily
attributable to a full period of interest expense related to the Convertible
Notes in the period ended September 30, 2001 compared to a partial period of
interest expense related to the Convertible Notes for the period ended
September 30, 2000. This increase was partially offset by the decrease in
interest expense due to the repurchase of $8.8 million of the Convertible Notes
in August 2001.

   Interest and Other Income. Interest and other income consist primarily of
interest earned on cash and cash equivalents and marketable securities.
Interest and other income for the three months ended September 30, 2001
decreased $0.5 million to $0.3 million from $0.8 million for the three months
ended September 30, 2000. Interest and other income for the nine months ended
September 30, 2001 decreased $1.5 million to $1.2 million from $2.7 million for
the nine months ended September 30, 2000. The decreases are primarily
attributable to lower levels of cash and cash equivalents and marketable
securities during the three and nine months ended September 30, 2001 compared
to the three and nine months ended September 30, 2000 and to lower interest
rates on invested cash, cash equivalents and marketable securities.

   Extraordinary Gain. In August 2001, Dice repurchased $8.8 million of the
Convertible Notes for an aggregate purchase price of $2.98 million in cash plus
accrued interest of approximately $43,000. As a result of these repurchases,
the Company recorded an extraordinary gain of $5.6 million (net of zero income
tax and a write off of $0.2 million of related deferred financing costs). As a
result interest expense will decrease by approximately $0.6 million per year.
The Company used the Financial Accounting Standards No. 15, "Accounting for
Debtors and Creditors for Troubled Debt Restructuring", in determining the
accounting treatment for this transaction.

   Income Taxes. No provision for federal and state income taxes has been
recorded as Dice has incurred net losses through September 30, 2001. Given
Dice's limited operating history, losses incurred to date and the difficulty in
accurately forecasting Dice's future results, management does not believe that
the realization of the related deferred income tax assets meets the criteria
required by generally accepted accounting principles and, accordingly, a full
valuation allowance has been recorded.

Statement of Operations of Dice for the Three and Nine months Ended September
30, 2001 compared to the Statement of Operations of the Continuing Business for
the Three and Nine months Ended September 30, 2000

   The following unaudited statements of operations show actual results of
operations of Dice Inc. for the three and nine months ended September 30, 2001
and results of operations for the continuing businesses of Dice for the three
and nine months ended September 30, 2000, which is comprised of dice.com and
MeasureUp and also includes allocated corporate overhead (the "Continuing
Business"). The statement of operations for the three and nine months ended
September 30, 2000 presents the operating results of the Continuing Business as
if the Divestiture and the exit from the Education Business had occurred on
January 1, 2000. The statements of operations for the Continuing Business
exclude the restructuring and impairment charges related to the Divestiture and
one-time charges.

                                      14

<PAGE>

   Allocated corporate overhead, included in the results of operations for the
Continuing Business, comprises certain of the Company's general corporate
overhead costs and primarily included those associated with the executive,
legal, accounting, tax, insurance, investor and public relations, and corporate
marketing areas of the Company. These allocations were either based on the
ratio of the costs of the Continuing Business to the Company's costs or based
on the ratio of the number of employees of the Continuing Business to the
Company's employees.

   The unaudited statement of operations for the Continuing Business for the
three and nine months ended September 30, 2000 is presented below for
illustrative purposes only and is not necessarily indicative of the results of
operations that would have actually been reported had the Divestiture and the
exit from the Education Business occurred on January 1, 2000, nor is it
necessarily indicative of future results of operations.

 Statement of Operations of Dice for the Three and Nine months Ended September
 30, 2001 and Statement of Operations of the Continuing Business for the Three
                   and Nine months Ended September 30, 2000
                                  (unaudited)

<TABLE>
<CAPTION>
                               Three months ended Nine months ended
                                  September 30      September 30,
                               ------------------ -----------------
                                 2000      2000    2001      2000
                               -------   -------  -------  --------
                                 (In thousands)     (In thousands)
<S>                            <C>       <C>      <C>      <C>
Revenues...................... $13,019   $15,514  $45,641   $33,677
Cost of revenues..............   1,157     1,122    3,855     2,629
                               -------   -------  -------  --------
Gross profit..................  11,862    14,392   41,786    31,048
                               -------   -------  -------  --------
Operating expenses:...........
   Product development........   1,128     1,046    3,797     2,418
   Sales and marketing........   5,938     5,739   23,656    12,939
   General and administrative.   2,769     2,099    8,121     5,411
   Depreciation...............   1,000       309    2,736       650
   Amortization...............   4,223     3,736   12,241     9,824
                               -------   -------  -------  --------

Total operating expenses......  15,058    12,929   50,551    31,242
                               -------   -------  -------  --------
Income (loss) from operations. $(3,196)  $ 1,463  $(8,765)  $  (194)
                               =======   =======  =======  ========
</TABLE>

   Revenues. Revenues for the three months ended September 30, 2001 decreased
$2.5 million to $13.0 million from $15.5 million for the three months ended
September 30, 2000. Paid listing revenues decreased by $3.0 million to $11.4
million from $14.4 million due to a decline in the number of member accounts
driven by an overall decrease in the demand for job postings. This decrease was
offset by an increase of $0.3 million in certification test preparation revenue
and an increase of $0.2 million in advertising revenue derived from the sale of
advertising space on our web sites. For the three months ended September 30,
2001 and 2000 no single customer accounted for more than 2% of total revenue.

   Revenues for the nine months ended September 30, 2001 increased $11.9
million to $45.6 million from $33.7 million for the nine months ended September
30, 2000. Paid listing revenues increased by $9.3 million to $40.8 million from
$31.5 million due to a change in the pricing structure implemented by dice.com
during the third quarter of 2000 which resulted in an increase in the revenue
generated per customer and the impact of entering into a greater number of
enterprise agreements, which were launched during the third quarter of 2000.
Due to the growth in the number of customers and student attendance at training
classes, certification and training class revenue increased by $2.4 million to
$4.5 million from $2.1 million. For the nine months ended September 30, 2001
and 2000 no single customer accounted for more than 2% of total revenue.

                                      15

<PAGE>

   Cost of Revenues. Cost of revenues for the nine months ended September 30,
2001 increased $1.3 million to $3.9 million from $2.6 million for the nine
months ended September 30, 2000. The increase is primarily attributable to
increases in employee-related expenses of $0.6 million due to additional
customer support and network operations personnel required to support and
enhance the dice.com website and to an increase of $0.4 million in the costs
associated with the IT certification test preparation products and the
certification training classes.

   Product Development. Product development expenses for the three months ended
September 30, 2001 increased $0.1 million to $1.1 million from $1.0 million for
the three months ended September 30, 2000 and for the nine months ended
September 30, 2001 increased $1.4 million to $3.8 million from $2.4 million for
the nine months ended September 30, 2000. Product development expense increased
primarily as a result of an increase in personnel utilized to support the
existing, and to develop the future, product offerings of dice.com and
MeasureUp.

   Sales and Marketing. Sales and marketing expenses for the three months ended
September 30, 2001 increased $0.2 million to $5.9 million from $5.7 million for
the three months ended September 30, 2000. The increase in sales and marketing
expense is partially attributable to a $0.3 million increase in salaries,
commissions and related costs due to the expansion of the sales force at
dice.com and MeasureUp. The allocation of marketing resources was different in
2001 versus 2000. During the quarter online advertising increased by $1.1
million which was offset by a decrease of $1.6 million in advertising on
television, radio and in print.

   Sales and marketing expenses for the nine months ended September 30, 2001
increased $10.8 million to $23.7 million from $12.9 million for the nine months
ended September 30, 2000. The increase in sales and marketing expense is
partially attributable to increases in advertising expenses of $6.5 million,
which are mostly due to an increase in advertising agency fees and to an
increase in advertising programs targeted towards both job seekers and direct
employers. Salaries, commissions and related costs also increased by $2.5
million due to the expansion of the sales force at dice.com and MeasureUp.

   General and Administrative. General and administrative expenses for the
three months ended September 30, 2001 increased $0.7 million to $2.8 million
from $2.1 million for the three months ended September 30, 2000. The increase
is primarily attributable to an increase of $0.3 million in salary and related
employee costs associated with additional personnel required to support the
operations of dice.com and a $0.2 million loss on the sublease of a portion of
the Company's office space.

   General and administrative expenses for the nine months ended September 30,
2001 increased $2.7 million to $8.1 million from $5.4 million for the nine
months ended September 30, 2000. The increase is primarily attributable to an
increase of $1.1 million in the provision for uncollectible accounts and to an
increase of $1.0 million in salary and related employee costs associated with
additional personnel required to support the operations of dice.com.

   Depreciation. Depreciation for the three months ended September 30, 2001
increased $0.7 million to $1.0 million from $0.3 million for the three months
ended September 30, 2000. Depreciation for the nine months ended September 30,
2001 increased $2.0 million to $2.7 million from $0.7 million for the nine
months ended September 30, 2000. The increase was primarily the result of the
purchase of additional hardware and software to support the growth of
operations of dice.com and MeasureUp.

   Amortization. Amortization for the three months ended September 30, 2001
increased $0.5 million to $4.2 million from $3.7 million for the three months
ended September 30, 2000. The increase is due to additional consideration
earned as a result of performance targets achieved in 2001 by dice.com and in
2000 by MeasureUp.


                                      16

<PAGE>

   Amortization for the nine months ended September 30, 2001 increased $2.4
million to $12.2 million from $9.8 million for the nine months ended September
30, 2000. The increase is due to additional consideration earned as a result of
performance targets achieved in 2001 by dice.com and in 2000 by MeasureUp and
also due to a full period of amortization expense related to MeasureUp
acquisition for the period ended September 30, 2001 versus a partial period of
operations in the same period for 2000.

Liquidity and Capital Resources

   The Company historically has satisfied its cash requirements primarily
through offerings of common stock, convertible notes and lease financings.
Subsequent to the disposition of the Content Business, management believes that
the Company's current cash position and future cash flows from operations will
be sufficient to fund the Company's operations for at least the next twelve
months. However, there can be no assurances that the Company will achieve its
planned results. If anticipated results are not achieved, management believes
that it has some ability to delay or reduce certain of its expenditures so as
to help minimize the need for additional financing if such financing is not
available on terms acceptable to the Company.

   Dice will continue to evaluate possible acquisitions or dispositions of
business products, technologies, other assets or securities. To finance any
such acquisition transactions, Dice may use its cash balances or may issue
additional equity or debt securities or obtain credit facilities. The sale of
additional equity securities could result in dilution to Dice's stockholders.

   Dice mainly invests its excess cash in debt instruments of government
agencies and high quality corporate money market instruments. The Company had
cash and cash equivalents and investments in marketable securities totaling
$25.2 million at September 30, 2001.

   Net cash used in operating activities was $6.7 million for the nine months
ended September 30, 2001. Cash used in operating activities was primarily for
payments related to the accrued restructuring charge of $7.6 million, payments
of accrued liabilities totaling $4.0 million and interest payments of $5.6
million on the Convertible Notes, partially offset by net collections of
accounts receivable of $2.8 million.

   Net cash provided by investing activities for the nine months ended
September 30, 2001 of $0.8 million was attributable to $6.2 million of proceeds
from the sale of marketable securities, the cancellation of a $0.5 million
letter of credit related to a lease for office space that was terminated and
was offset by the $4.9 million of purchases of fixed assets and $1.0 million
used to purchase a certificate of deposit that was used to secure a letter of
credit that was issued in connection with the lease for a new office building
for dice.com.

   Net cash used in financing activities for the nine months ended September
30, 2001 of $9.2 million was primarily attributable to payments of $5.3 million
for obligations under acquisition agreements, payments of $3.0 million for the
repurchase of convertible notes and payments of $1.5 million on notes payable
and capital leases. These cash usages were partially offset by $0.5 million
received from the issuance of Dice common stock and reimbursements of $0.2
million for capital lease payments. The reimbursements for the capital lease
payments were received from the buyer of the Content Business in exchange for
use of certain computer equipment during the first quarter of 2001.

   Under terms of the acquisition agreement for dice.com, which was acquired in
February 1999, the Company has earnout obligations to the sellers of dice.com
based on the attainment of certain financial targets. Based on results achieved
by dice.com in 2000, a total of $4.0 million was paid in April 2001 in cash.
The financial targets for 2001 have been achieved during the first nine months
of 2001 and, therefore, the Company will pay the final earnout obligation of
$4.0 million in April 2002. Of this earnout obligation, $2.0 million is payable
in cash and $2.0 million is payable in cash and/or common stock, at the
Company's option.

   Based on results achieved by MeasureUp in 2000, the Company paid $1.2
million in cash to the sellers of MeasureUp in April 2001. Dice has remaining
earnout obligations to the sellers of MeasureUp based on the achievement of
certain financial targets during the years 2001 and 2002 of up to an aggregate
of $6.3 million, payable in cash and/or common stock, at the Company's option.

                                      17

<PAGE>

   In March 2001, the Company entered into an agreement to lease approximately
90,000 square feet of office space in Urbandale, Iowa. The initial term of the
lease, commencing in November 2001, will be for ten years with an option to
renew for an additional ten years or longer. The monthly lease payments will be
approximately $802,000 in the first year, $831,000 in the second year and
$861,000 in the third year and thereafter, for a total commitment of
approximately $8.5 million. The Company may not assign the lease agreement or
sublet the leased premises without the consent of the landlord. The Company
issued a $1.0 million letter of credit that will be held by the landlord as
security in the event of a default by Dice on the lease payment obligations. A
$1.0 million certificate of deposit securing a letter of credit is classified
as restricted cash in Other Assets on the balance sheet at September 30, 2001.
The Company may decrease the letter of credit by $200,000 per year during the
first five years of the lease if the Company does not default on any of its
lease payments to the landlord. The existing leases for office space in Iowa
will expire in the fourth quarter of 2001.
   The Company has entered into a sublease agreement under which it will
sublease 15,000 square feet of its office space in New York City. The sublease
is subject to certain approvals. If approved, the sublease will reduce the
Company's future lease obligations by approximately $2.5 million.

Recent Accounting Pronouncements

   In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("FAS 142"), effective for fiscal years beginning after
December 15, 2001. Under the new rules goodwill, and intangible assets deemed
to have indefinite lives, will no longer be amortized, but will be subject to
annual impairment tests in accordance with the FAS 142. Other intangible assets
will continue to be amortized over their useful lives.

   The Company will apply the FAS 142 rules in accounting for goodwill and
other intangible assets beginning in the first quarter of 2002. During 2002,
the Company will perform the first of the required impairment tests of goodwill
and other intangible assets, and has not yet determined what the effect of
these tests will be on the earnings and financial position of the company.
However, under the provisions of FAS 142, management estimates that
amortization expense for the nine month period ended September 30, 2001 would
have decreased by $9.5 million to $2.7 million from $12.2 million.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

  Interest Rate Risk

   The Company's exposure to market rate risk for changes in interest rates
relates primarily to the Company's investment portfolio and outstanding debt.
The Company does not use derivative financial instruments in its investment
portfolio. The Company mainly invests its excess cash in debt instruments of
government agencies and high quality corporate money market instruments. If
market rates increase, the Company runs the risk that the related income from
those holdings will be less than those that could be obtained from newer issues
of similar securities, and that the fair market value of these securities could
decline in value.

   At September 30, 2001 the Company's outstanding debt approximated $71.5
million, all of which is fixed rate obligations. If market rates decline, the
Company runs the risk that the related required payments on the fixed rate debt
will exceed those that would be paid based on the current market rate.

  Equity Price Risk

   The Company has minimal investments in various equity securities. These
investments, as of September 30, 2001, were considered available-for-sale, with
the unrealized gains deferred as a component of stockholders' equity. The
Company seeks preservation of capital and selectively considers investments in
equity securities as part of its investment strategy.

                                      18

<PAGE>

                          PART II--OTHER INFORMATION
Item 1. Legal Proceedings

   On July 5, 2001, Scott Wainner commenced an arbitration action against the
Company before the American Arbitration Association, asserting various claims
under an Asset Purchase Agreement, dated July 13, 1999, between the Company and
Mr. Wainner, relating to the Company's purchase of certain websites. Mr.
Wainner claims that he is entitled to certain additional payments under the
Asset Purchase Agreement and also alleges that we have breached other
obligations to him. In his Demand for Arbitration, Mr. Wainner seeks damages in
the amount of $2 million, plus interest and other amounts. We believe that we
have meritorious defenses to Mr. Wainner's claims, and we intend to vigorously
contest his claims.

   Dice is not a party to any other material legal proceedings.

Item 2. Changes in Securities and Use of Proceeds

   Not Applicable

Item 3. Defaults Upon Senior Securities

   Not Applicable

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

   Not Applicable

Item 5. Other Information

   Not Applicable

Item 6. Exhibits and Reports on Form 8-K

   (a) Exhibits.
Exhibit No. Description
<TABLE>
<CAPTION>
Exhibit
  No.                                            Description
  ---                                            -----------
<C>     <S>
 10.23. Employment Agreement dated as of July 9, 2001 between Registrant and Thomas M. Silver

 10.24  Employment Agreement dated as of August 13, 2001 between Registrant and Peter M. Steiner, Jr.
</TABLE>

                                      19

<PAGE>

                                  SIGNATURES

   Pursuant to the requirements of section 13 or 15(d) 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, in the City of New
York, state of New York, on October 30, 2001.

                                          DICE INC.

                                                   /S/ MICHAEL P. DURNEY
                                          By: _________________________________
                                                     Michael P. Durney
                                             Senior Vice President, Finance and
                                                  Chief Financial Officer
                                               (Principal Financial Officer)

                                                   /S/ DAVID L. JONASSEN
                                          By: _________________________________
                                                     David L. Jonassen
                                              Controller and Chief Accounting
                                               Officer (Principal Accounting
                                                          Officer)

                                      20