UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-K/A

|ý  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------
|OR
|o  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE TRANSITION PERIOD
FROM                        TO

COMMISSION FILE NUMBER 000-21571

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MONSTER WORLDWIDE, INC.(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

|DELAWARE(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)             |  | 13-3906555(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
|---------------------------------------------------------------------------------- |  | -------------------------------------------------
|622 Third Avenue, New York, New York 10017(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
|(212) 351-7000(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)                

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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock, par value $.001 per share

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Indicate
by checkmark if the registrant is a well-known seasoned issuer, as defined under Rule 405 of the Securities
Act. Yes ý    No o

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý

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 o    No ý

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this
Form 10-K/A. ý

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. (See definition of accelerated filer and
large accelerated filer in Rule 12b-2 of the Exchange Act). Large accelerated filer ý    Accelerated
filer o    Non-accelerated filer o

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $3,133,721,175 as of the last business day of the
registrant's second fiscal quarter of 2005.

The
number of shares of common stock, $.001 par value, outstanding as of February 8, 2006 was approximately 126,440,398.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive Proxy Statement used in connection with its 2006 Annual Meeting of Stockholders are incorporated by reference into Part III of
this report.



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EXPLANATORY NOTE

Monster Worldwide, Inc. ("Monster Worldwide" or the "Company") is amending its Annual Report on Form 10-K for the year ended December 31, 2005
(the "Form 10-K" or the "Original Filing"). The Company is restating its consolidated financial statements to reflect additional non-cash stock based compensation costs
and related income tax effects, relating to stock option awards that were granted during the periods 1997 through March 31, 2003. This amended Form 10-K/A reflects the
restatement of our consolidated financial statements as of December 31, 2005 and 2004 and for the years ended December 31, 2005, 2004 and 2003, as previously reported in the Original
Filing. We have also included under "Item 6. Selected Financial Data," restated financial information as of and for the years ended December 31, 2002 and 2001.

On
June 12, 2006, the Company announced that a committee of independent directors of the Board of Directors (the "Special Committee") assisted by independent legal counsel and outside
accounting experts was conducting an independent investigation to review the Company's historical stock option grant practices and related accounting. The Special Committee and its advisors conducted
an extensive review of the Company's historical stock option grants and related accounting, including an assessment and review of the Company's accounting policies, internal records, supporting
documentation and e-mail communications, as well as interviews with current and former employees and current and former members of the Company's executive management and Board of
Directors.

On
July 26, 2006, the Company announced that although the Special Committee investigation had not yet reached a conclusion, the Company cautioned shareholders and the investing public against
relying on previously published financial statements. On October 25, 2006, the Company announced that its Audit Committee, after consultation with senior management, the Special Committee and
the Company's independent registered public accounting firm, determined that the consolidated financial statements and related financial information contained in its Annual Reports on
Form 10-K through December 31, 2005 should no longer be relied upon.

The
consolidated financial statements and related financial information contained in the Company's Annual Reports on Form 10-K through December 31, 2005 should be read only
in conjunction with the information contained in this Form 10-K/A. See Note 2 of our consolidated financial statements included in this Form 10-K/A for
further discussion.

The
Special Committee has determined that the exercise price of a substantial number of stock option grants during the periods between 1997 through March 31, 2003 differed from the fair market
value of the underlying shares on the measurement date. In most cases, the original date assigned to the grant corresponded to the date as of which a unanimous written consent ("UWC") was executed by
the members of the Compensation Committee of the Company's Board of Directors, but the date of that consent did not correspond to the actual date on which the identities of the individual optionees
and the number of shares underlying each option was determined. The Company believes that the dates as of which the UWC's were dated were earlier than the dates on which they were actually executed.
In a significant number of instances, the stock price on the assigned date (the date as of which the UWC was executed) was lower, sometimes substantially lower, than the price on the date the award
may be deemed to have actually been determined. The Company believes that this practice was done intentionally, by persons formerly in positions of responsibility at the Company for the purpose of
issuing options at a higher intrinsic value than would have otherwise been the case.

Restatement Methodology

Historically, the Company has generally accounted for stock option grants as if the options were granted at an exercise price no less than fair market value as indicated by the
closing price of a share of the Company's common stock trading on the NASDAQ National Market on either the "as of" date reflected on the relevant UWC of the Compensation Committee of the Board of
Directors or the date

2

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of
minutes of an actual Compensation Committee meeting ("Minutes"). A majority of stock options granted during the period under review were granted pursuant to UWC's. The UWC's, by their terms,
typically referred to an attached Schedule A listing the specific names of the grantees and the number of shares subject to each option. The UWC's that have been located by the Company,
however, either have no Schedule A annexed to them, or where one is attached, it frequently does not match the Company's electronic stock option database.

The
Company has therefore concluded that neither the "as of" dates referenced on Compensation Committee UWCs nor the dates of Minutes can be relied on as proper option grant measurement dates. The
Company has been unable to ascertain with any degree of certainty when, if ever, UWC's or Minutes with full, complete and final Schedule A's were reviewed and approved by the Compensation Committee.

In
light thereof, the Company has concluded that the most appropriate and accurate source of data to determine option grant measurement dates is the electronic record of option grant information
resident in its electronic stock option database program known as Transcentive, which went into use in late 1998. The entry into Transcentive of the specific grantee information as to each stock
option grant constituted an acknowledgement by the Company to the grantee of the grantee's legal entitlement to the grant and, in the absence of authoritative information as to when grants were
actually approved by
the Company provides an appropriate measurement date framework based on entitlement. For option grants made subsequent to the implementation of Transcentive, the Company has calculated the restated
intrinsic value using a grant measurement date based on when the option data was entered into the database program (the "Creation Date"). For options granted prior to the implementation of
Transcentive, the new measurement date was determined by applying the average lag time between the "as of" date and the Creation Date for options granted subsequent to the implementation of
Transcentive to the originally utilized measurement date in order to approximate a reliable measurement date. The average lag period between the date as of which UWC's were executed and the date that
options purportedly granted by such consents were inputted into the Company's Transcentive system was ninety-seven days. For grants prior to December 1998, the Company has therefore used
measurement dates equating to ninety-seven days following the date as of which the UWC relating to such options were executed.

Given
the volatility of the Company's common stock, the use of another measurement date could have resulted in a substantially higher or lower cumulative compensation expense. This in turn would have
caused net income or loss to be different than amounts reported in the restated consolidated financial statements.

Findings

Based on the findings of the Special Committee, management of the Company has concluded that the Company's consolidated financial statements as of December 31, 2005 and
2004 and for the years ended December 31, 2005, 2004 and 2003, the selected financial information as of and for the years ended December 31, 2002 and 2001 and the quarterly periods in
2005 and 2004 should be restated to record additional non-cash stock based compensation expenses and related income tax effects resulting from the stock option review. As of
December 31, 2005, the Company had accelerated substantially all unvested outstanding stock options in order to mitigate compensation expense that would have been required upon the
effectiveness of SFAS 123R beginning January 1, 2006. Accordingly, the 2006 periods will not be materially affected as a result of this restatement.

The
restatement of the Company's previously issued financial statements reflects the following:



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The
Company has notified the Internal Revenue Service of the stock option review. Under Section 162(m), stock options that are in-the-money at the time of grant do not
qualify as performance-based compensation. The Company is not entitled to a deduction for the compensation expense related to the exercise of those options held by officers who are covered by IRC
162(m).

The
Company has restated its consolidated financial statements for the years ended December 31, 2005, 2004 and 2003 and all quarterly periods in 2005 and 2004. The impacts of the restatement
adjustments extended to annual periods back to the year ended December 31, 1997 through the year ended December 31, 2005. In these restated consolidated financial statements, the
cumulative compensation expense, including the related income tax impact, as of December 31, 2002 is recognized as a net increase to beginning accumulated deficit as of December 31,
2002. In addition, for purposes of the "Selected Financial Data" for the years ended December 31, 2002 and 2001, the cumulative compensation expense from January 1, 1997 through
December 31, 2000 has been recognized as an increase to beginning accumulated deficit as of January 1, 2001 and the 2001 and 2002 impacts associated with such items have been reflected
in the Company's balance sheet and statement of operations data set forth in Item 6 "Selected Financial Data" in this Form 10-K/A.

In
connection with the restatement, the Company has recorded cumulative non-cash stock based compensation of $339.6 million through December 31, 2005, offset by a cumulative
income tax benefit of $67.7 million, totaling $271.9 million on an after-tax basis. The table below reflects the impacts of the restatement adjustments discussed above on the
Company's statement of operations for the periods presented below:

|                                                                                                                        |  |   |        |   |   |        |   |   |        |   |   |         |  
|----------------------------------------------------------------------------------------------------------------------- |  | - | ------ | - | - | ------ | - | - | ------ | - | - | ------- | -
|
|
|
|                                                                                                                        |  |   |       
|Stock option grant date changescontinuing operations(d)                                                                |  | $ | 12,239 |   | $ | 13,118 |   | $ | 23,529 |   | $ | 33,638  |  
|Stock option grant date changesdiscontinued operations                                                                 |  |   | 494    |   |   | 2,946  |   |   | 11,168 |   |   | 22,851  |  
|                                                                                                                        |  |   |       
|Pre-tax stock option expense adjustments                                                                                |  |   | 12,733 |   |   | 16,064 |   |   | 34,697 |   |   | 56,489  |  
|                                                                                                                        |  |   |       
|Income tax impact on grant date changescontinuing operations                                                           |  |   | (3,377 | ) |   | (3,499 | ) |   | (5,806 | ) |   | (8,000  | )
|Income tax impact on grant date changesdiscontinued operations                                                         |  |   | (118   | ) |   | (694   | ) |   | (1,931 | ) |   | (3,546  | )
|Income tax adjustments related to IRC 162(m) resulting from adjustments due to grant date changescontinuing operations |  |   |       |   |   | 2,497  |   |   |       |   |   |        |  
|                                                                                                                        |  |   |       
|Income tax benefit                                                                                                      |  |   | (3,495 | ) |   | (1,696 | ) |   | (7,737 | ) |   | (11,546 | )
|                                                                                                                        |  |   |       
|Net charge to net income (loss)                                                                                         |  | $ | 9,238  |   | $ | 14,368 |   | $ | 26,960 |   | $ | 44,943  |  
|                                                                                                                        |  |   |       

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(in thousands)

(As previously reported)
Net income

Pre-tax
adjustments

Income tax
benefit

(As restated)
Net income (loss)Year Ended December 31, 1997

$
61,302

$
(9,461
)
$
2,280

$
54,121Year Ended December 31, 1998


46,218


(7,086
)

1,767


40,899Year Ended December 31, 1999


8,158


(42,916
)

8,863


(25,895
)Year Ended December 31, 2000


50,863


(79,348
)

15,061


(13,424
)Cumulative effect




$
(138,811
)
$
27,971




The effects of these restatements are reflected in the financial statements and other supplemental data, including the unaudited quarterly data for 2005 and
2004 and selected financial data included in this Form 10-K/A. We have not amended and do not intend to amend any of our previously filed annual reports on
Form 10-K for the periods affected by the restatement or adjustments other than in this Annual Report on Form 10-K/A or any of our previously filed Quarterly
Reports on Form 10-Q for any period prior to December 31, 2005.

The
Company was unable to timely file its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2006 and September 30, 2006, primarily due to the
unavailability of reliable financial information for the 2005 periods. The Company's Form 10-Q for the quarter ended June 30, 2006 is being filed concurrently with this
Form 10-K/A as well as the Company's Form 10-Q/A for the quarter ended March 31, 2006. The Company expects to file a Quarterly Report on
Form 10-Q for the quarter ended September 30, 2006 within the next two weeks of this filing date.

As
a result of the failure by Monster Worldwide to file quarterly reports on a timely basis, the Company is no longer eligible to use Form S-3 to register its securities with the
Securities and Exchange Commission until all required reports under the Securities Exchange Act of 1934 have been timely filed for the 12 months prior to the filing of the registration
statement for those securities.

On
October 6, 2006, Andrew J. McKelvey resigned from his positions as Chairman of the Board and Chief Executive Officer. The Board of Directors of the Company named William M. Pastore, the
Company's then President and Chief Operating Officer as its Chief Executive Officer and as a director. On that date, the Board of Directors established an Executive Committee consisting of Salvatore
Iannuzzi, Chair, John Gaulding and Ronald Kramer to act for the Board of Directors in overseeing the Company's affairs and to perform the functions of the Chairman. Mr. McKelvey kept his seat
on the Board of Directors and was named Chairman Emeritus. On October 29, 2006, Andrew J. McKelvey resigned as a member of the Board of Directors and as Chairman Emeritus. Mr. McKelvey
and his legal counsel have advised the Special Committee of the Board of Directors that Mr. McKelvey had declined to be interviewed by the Special Committee on the previously agreed date and
that Mr. McKelvey would not provide assurance he would appear at a later date.

Following
Mr. McKelvey's resignation and at the direction of management and the Board of Directors, the Company's internal audit department and outside counsel examined certain transactions
between the Company and Mr. McKelvey or entities or individuals affiliated with him. As a result of that examination, the Company has determined to expand the disclosure of related party
transactions by including in this Form 10-K/A, the information required by Part III that in the original filing on Form 10-K had been incorporated by
reference to the Company's Proxy Statement. Mr. McKelvey has reimbursed the Company approximately $533,000 for certain expenses paid by the Company during the periods 1996 through 2006. The
Company continues to seek reimbursement, plus interest, on certain other items.

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On
November 22, 2006, the Company's Board of Directors, with concurrence from the Special Committee, announced that it had terminated for cause Myron Olesnyckyj, the Company's former Senior
Vice-President, General Counsel and Secretary. Mr. Olesnyckyj was suspended from his position on September 19, 2006. The action was a result of the Special Committee's review
of the Company's historical stock option grant practices.

The
Company's Board of Directors and senior management believe that the practices discussed related to the granting of options during the periods 1997 through March 31, 2003 are contrary to the
high ethical standards they believe should apply to all of the Company's business practices.

Although
the investigation is substantially complete, the Special Committee continues to analyze the facts disclosed by its investigation in order to make comprehensive recommendations to the Board
regarding remedial steps, and is in the process of determining what remedial recommendations it will make. It expects to make those recommendations in the first quarter of 2007.

For
the convenience of the reader, this amended Annual Report on Form 10-K/A sets forth the Original Filing in its entirety, as amended where necessary, to reflect the restatement.
The following Items have been amended principally as a result of, and to reflect, the restatement, and to a lesser extent, to reflect changes in management and certain transactions with
Mr. McKelvey and his affiliates:

|Part IItem 1A.   |  | Risk Factors                                                                                  
|----------------- |  | ----------------------------------------------------------------------------------------------
|Part IItem 3.    |  | Legal Proceedings                                                                             
|Part IIItem 6.   |  | Selected Financial Data                                                                       
|Part IIItem 7.   |  | Management's Discussion and Analysis of Financial Condition and Results of Operations         
|Part IIItem 8.   |  | Financial Statements and Supplementary Data                                                   
|Part IIItem 9A.  |  | Controls and Procedures                                                                       
|Part IIIItem 10. |  | Directors and Executive Officers of the Registrant                                            
|Part IIIItem 11. |  | Executive Compensation                                                                        
|Part IIIItem 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|Part IIIItem 13. |  | Certain Relationships and Related Transactions                                                
|Part IVItem 15.  |  | Exhibits and Financial Statement Schedules                                                    

The
other Items of the Original Filing have not been amended in this Form 10-K/A.

Special Note About Forward-Looking Statements

We make forward-looking statements in this report and in other reports and proxy statements that we file with the SEC. In addition, our senior management might make
forward-looking statements. Broadly speaking, forward-looking statements include:



Forward-looking
statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements often include words such as "anticipate,"
"believe," "estimate," "expect," "intend," "plan," "project," "target," "can," "could," "may," "should," "will," "would," or similar expressions. Do not unduly rely on forward-looking statements. They
give our

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expectations
and are not guarantees. Forward-looking statements speak as of only the date they are made, and we might not update them to reflect changes that occur after the date they are made. Except
as otherwise noted and specifically stated to be made as of a different date all forward-looking statements are made as of February 16, 2006, the original filing date of our Annual Report on
Form 10-K for the year ended December 31, 2005. In addition, except for the amended Items listed above, this Form 10-K/A does not reflect events occurring
after the filing of our Annual Report on Form 10-K filed on February 16, 2006 other than the restatement and additional disclosures of related party transactions with
Mr. McKelvey and we undertake no obligation to update the forward-looking statements in this Annual Report on Form 10-K/A.

There
are many factorsmany beyond our controlthat could cause results to differ significantly from our expectations. Some of these factors are described in "Item 1A. Risk
Factors" of this report.

ITEM 1. BUSINESS

Introduction

Founded in 1967, Monster Worldwide, Inc. is the parent company of Monster, the leading global online careers property. We also own TMP Worldwide, one of the world's
largest recruitment advertising agency networks. Our clients range from Fortune 100 companies to small and medium-sized enterprises and government agencies.

We
are headquartered in New York with approximately 4,800 employees globally. Our executive offices are located at 622 Third Avenue, New York, New York 10017. Our telephone number is
(212) 351-7000 and our Internet address iswww.monsterworldwide.com. We make all of our filings with the
Securities and Exchange Commission ("SEC") available on our website, free of charge, under the caption "Investor RelationsSEC Filings." Included in these filings are our annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, which are available as soon as
reasonably practical after we electronically file or furnish such materials with the SEC pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934.

Our Strategy

Monster Worldwide's long-term business strategy is designed to further our primary goal of capitalizing on the significant opportunity we perceive in the global
online recruitment marketplace. Our strategy currently revolves around four central priorities that we believe are critical to our long-term success:

Focus on Monster.We believe that concentrating our resources and energy on online recruitment, and specifically focusing on the Monster brand and
businesses, will best enable us to capitalize on the long-term opportunity and dynamic operating conditions within online recruitment. By streamlining our operating portfolio and
increasing internal and external investments in online recruitment, we have simplified our strategy and operations. As a result, we believe that we have improved our ability to achieve higher
long-term growth rates and the potential for greater profit margins.

Expand and execute internationally.The online recruitment opportunity is global in nature, and as Internet penetration and eCommerce adoption progress
overseas, we see attractive new market opportunities for Monster. We intend to participate in the international opportunity by projecting elements of our product, operating plan and strategy into
overseas markets, and we will continue to examine opportunities to bolster our international profile, whether by acquisition or internal investment.

Lead locally.Recruitment advertising is predominantly a local business, and Monster seeks to establish brand recognition, seeker traffic and employer
relationships on a local basis throughout our organization. In North America, we continue to pursue local leadership through targeted marketing

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efforts,
localized websites and local sales efforts. Internationally, we tend to rely upon local management and customized market-specific sales and marketing strategies as well.

Leverage multiple sales channels.We are a sales-driven company, and we are committed to developing and extending an array of sales forces and selling
approaches in order to best match customer needs and preferences. In the Enterprise portion of our business we focus on larger businesses, with larger sums available to spend, and we strive to add new
products and services that will allow us to penetrate clients' human resources budgets more deeply. In the Small to Medium-Sized Businesses ("SMBs") portion of our business, we emphasize customer
acquisition and seek to increase our coverage of the available customer base over time. Our self-service eCommerce sales channel allows advertisers to post jobs with greater flexibility
and control, while also enabling us to better and more efficiently serve smaller customers with less frequent recruitment needs.

Our Services

We operate in two business segments: Monster and Advertising & Communications. For the year ended December 31, 2005, these segments represented approximately 83%
and 17% of our revenue, respectively. During the year ended December 31, 2005, we disposed of our Directional Marketing business segment.

Monster

Monster, the leading global online career property and our flagship brand, connects companies with the most qualified career-minded individuals and offers innovative technology
and superior services that give employers more control over the recruiting process. We have been able to capitalize on Monster's brand and create worldwide awareness by offering online recruiting
solutions that we believe are redefining the way employers and job seekers connect. These tools, which include searchable job postings, a résumé database, and career
management content and advice, provide users with more control over the employment process. Monster's job search, résumé posting services and basic networking are free to
the job seeker. Monster also offers premium career services at a fee to job seekers. Employers and human resources professionals pay to post jobs, search Monster's résumé
database, and utilize career site hosting and applicant tracking systems and other ancillary services. In addition, Monster offers Internet
advertising to a wide variety of businesses that seek to market their products and services through a broad and diverse network of online properties.

Since
its launch in 1994, Monster has evolved from a job board to an online platform for managing many key events over the course of one's career path, and we have developed our Monster business with
such key events in mind. For example, our Fastweb service is designed to assist secondary school students in their search for universities and scholarships. MonsterTRAK is used by over 2,800 colleges
and universities to post entry-level jobs and internships for their enrolled students and alumni. Our Monster global network provides opportunities and advice for individuals seeking entry and
mid-career level positions. In addition to its job search and résumé posting capabilities, job-seekers obtain advice on interviewing skills,
résumé writing, salary and benefits information and networking opportunities.

Historically,
Monster has targeted the enterprise market, or those businesses that we consider to be among the 1,500 largest organizations globally. More recently, we have concentrated our efforts on
expanding Monster's reach to include government organizations and SMBs (those businesses with approximately 10 to 2,000 employees) that operate primarily in local and regional markets. We believe that
SMBs comprise a largely untapped market of over 2 million businesses in the U.S. alone.

With
our 2005 expansion into South Korea and China, through our 40% investment in ChinaHR, we now offer our unique online recruitment knowledge in 24 countries, serving a total population of over
3 billion people. Our international operations showed the most significant revenue growth in 2005, a trend that we expect to continue. We currently estimate that approximately 25% of spending
for

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recruitment
advertising in North America is in the online category, compared with 21% in our Asian markets and only 9% in our European markets. As a result of the lower market penetration rates in
Europe, we began to focus more resources and advertising dollars there in 2005. We believe that our Monster product offerings and leadership position will allow us develop this industry and expand
online infiltration much further in the years ahead. Our Monster Employment Index, a measure of online job posting activity across a variety of online recruitment websites, supports our thesis that
help-wanted advertising continues to migrate online. In 2005, the Index posted a 28% increase, tracking closely with U.S. payroll increases, compared to a relatively flat change in the
Conference Board's Help Wanted index, which measures print-based help wanted ads.

Advertising & Communications

Our TMP Worldwide Advertising & Communications business specializes in designing global, national or local recruitment advertising campaigns for top tier Fortune 500
clients and government agencies. We entered the recruitment advertising business in 1993, when its main focus was on newspaper
help-wanted advertising, and have since expanded this business through organic growth and acquisitions. Although a large portion of our Advertising & Communications division's
revenue is still earned by placing help-wanted advertisements in traditional media such as newspapers, we have expanded our services to assist our clients in achieving their objective of
positioning themselves as employers of choice, allowing them to attract and retain the most qualified candidates. Our Advertising & Communications division has also rapidly embraced
web-based recruitment solutions and created a balanced portfolio of value added products and services. As a result, we are able to offer bundled recruitment strategies tailored to our
clients' specific needs. In addition to recruitment advertising, such services and strategies include employee retention programs, creative design, website development,
résumé screening and media planning. During 2006, the Company disposed of its global Advertising & Communications business in five separate transactions, to focus
its resources on the Monster business. See Note 17 to the consolidated financial statements for further discussion.

Sales and Marketing

We maintain separate sales and marketing staffs for our Monster and Advertising & Communications businesses. The sales force for our Monster business consists of
Telesales and Field sales. Within these groups are specialty units dedicated to serving our vertical markets, such as enterprise, small-medium sized businesses, government, healthcare and staffing.
Our Telesales staff is primarily responsible for telemarketing and customer service for small to medium sized clients and is located in our call centers in Indianapolis, Indiana, Maynard,
Massachusetts, Tempe, Arizona, Amsterdam, the Netherlands, Frankfurt, Germany, Glasgow, Scotland and Marseilles, France. Our Field sales staff focuses on both local and national clients and is
dispersed throughout our offices globally. In addition to the sales generated by our sales force, we have built self service functionality into our Monster websites, which we call our
e-Commerce product. e-Commerce offers our clients much of the same functionality and flexibility as interfacing with a sales professional while allowing them to control their
own candidate search. Our sales professionals often make follow-up calls to clients that use e-Commerce.

Our
sales, marketing and customer service staffs are broadly divided into two groups: (i) new business generation and (ii) existing client relationship maintenance and improvement. In
addition to specializing by product, each group is both accountable for and compensated for cross-selling other products within our existing client base. Each sales force also designs targeted selling
campaigns for potential clients.

We
use sponsorships and broad based media, such as broadcast television, the Internet, radio, business, consumer and trade publications, to market and promote the Monster, Monster Worldwide and TMP
Worldwide brands.

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Customers

Our customers are comprised of individuals, small and medium-sized organizations, enterprise organizations, federal, state and local government agencies and educational
institutions. No one client accounts for more than 5% of our total annual revenue.

Competition

The markets for our services and products are highly competitive and are characterized by pressure to reduce prices, incorporate new capabilities and technologies, and
accelerate job completion schedules. We face competition from a number of sources. These sources include media companies (primarily newspaper publishers), other employment-related websites, Internet
portals, national and regional advertising agencies and marketing communication firms. Many advertising agencies, media companies and newspaper publishers have internally developed or acquired new
media capabilities such as online recruitment websites. New boutique businesses that provide integrated or specialized services (such as advertising services or website design) and are technologically
proficient, especially in the new media arena, are also competing with us. Many of our competitors or potential competitors have long operating histories, and some have greater financial, management,
technological, development, sales, marketing and other resources than we do. In addition, our ability to maintain our existing clients and generate new clients depends to a significant degree on the
quality of our services, pricing and reputation among our clients and potential clients.

Intellectual Property

Our success and ability to compete are dependent in part on the protection of our original content for the Internet and on the intangible value associated with our Internet
uniform resource locators ("URLs"), domain names, trademarks, trade names, service marks, patent and other proprietary rights. We rely on copyright laws to protect the original content that we develop
for the Internet. In addition, we rely on Federal and state trademark laws to provide additional protection for the identifying marks appearing on our Internet sites. A degree of uncertainty exists
concerning the application and enforcement of copyright and trade dress laws to the Internet, and there can be no assurance that existing laws will provide adequate protection for our original content
or the appearance of our Internet sites. In addition, because copyright laws do not prohibit independent development of similar content, there can be no assurance that copyright laws will provide any
competitive advantage to us.

We
also assert common law protection on certain names and marks that we have used in connection with our business activities.

We
rely on trade secret and copyright laws to protect the proprietary technologies that we have developed to manage and improve our Internet sites and advertising services, but there can be no
assurance that such laws will provide sufficient protection to us, that others will not develop technologies that are similar or superior to ours, or that third parties will not copy or otherwise
obtain and use our technologies without authorization. We have obtained one patent and applied for several other patents with respect to certain of our software systems, methods and related
technologies, but there can be no assurance that any pending applications will be granted or that any patents will not in the future be challenged, invalidated or circumvented, or that the rights
granted thereunder will provide us with a competitive advantage. In addition, we rely on certain technology licensed from third parties, and may be required to license additional technology in the
future, for use in managing our Internet sites and providing related services to users and advertising customers. Our ability to generate fees from Internet commerce may also depend on data encryption
and authentication technologies that we may be required to license from third parties. There can be no assurance that these third-party technology licenses will be available or will continue to be
available to us on acceptable commercial

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terms
or at all. The inability to enter into and maintain any of these technology licenses could significantly harm our business, financial condition and operating results.

Policing
unauthorized use of our proprietary technology and other intellectual property rights could entail significant expense and could be difficult or impossible, particularly given the global
nature of the Internet and the fact that the laws of other countries may afford us little or no effective protection of our intellectual property. In addition, there can be no assurance that third
parties will not bring claims of patent, copyright or trademark infringement against us. We anticipate an increase in patent infringement claims involving Internet-related technologies as the number
of products and competitors in this market grows and as related patents are issued. Further, there can be no assurance that third parties will not claim that we have misappropriated their trade
secrets, creative ideas or formats or otherwise infringed their proprietary rights in connection with our Internet content or technology. Any claims of infringement, with or without merit, could be
time consuming to defend, result in costly litigation, divert management attention, require us to enter into costly royalty or licensing arrangements or prevent us from using important technologies or
methods, any of which could significantly harm our business, financial condition and operating results.

Government Regulation

As an advertising agency that creates and places print and Internet advertisements, we are subject to Sections 5 and 12 of the Federal Trade Commission Act (the "FTC Act"),
which regulates advertising in all media, including the Internet, and require advertisers and advertising agencies to have substantiation for advertising claims before disseminating advertisements.
The FTC Act prohibits the dissemination of false, deceptive, misleading, and unfair advertising, and grants the Federal Trade Commission ("FTC") enforcement powers to impose and seek civil penalties,
consumer redress, injunctive relief and other remedies upon advertisers and advertising agencies that disseminate prohibited advertisements. Advertising agencies are subject to liability under the FTC
Act if the agency
actively participated in creating the advertisement, and knew or had reason to know that the advertising was false or deceptive.

In
the event that any advertising created by us was found to be false, deceptive or misleading, the FTC Act could potentially subject us to liability. The fact that the FTC has brought several actions
charging deceptive advertising via the Internet, and is actively seeking new cases involving advertising via the Internet, indicates that the FTC Act could pose a somewhat higher risk of liability to
the advertising distributed via the Internet. The FTC has never brought any actions against us.

There
can be no assurance that other current or new government laws and regulations, or the application of existing laws and regulations, will not subject us to significant liabilities, significantly
dampen growth in Internet usage, prevent us from offering certain Internet content or services or otherwise significantly harm our business, financial condition or operating results.

Employees

At February 1, 2006, we employed approximately 4,800 people worldwide. Generally, our employees are not represented by a labor union or collective bargaining agreements
except that our employees located in France, Italy and Spain are covered by collective bargaining agreements that are generally prescribed by local labor law. We regard the relationships with our
employees as satisfactory.

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Executive Officers and Directors

As of December 1, 2006, our executive officers and directors are as follows:

|Name               |  | Age |  | Position                                         
|------------------ |  | --- |  | -------------------------------------------------
|William M. Pastore |  | 58  |  | CEO, President and Director                      
|Charles Baker      |  | 39  |  | Senior Vice President and Chief Financial Officer
|Paul M. Camara     |  | 58  |  | Executive Vice President                         
|John Mclaughlin    |  | 50  |  | Executive Vice President                         
|Chris Power        |  | 43  |  | Chief Financial Officer-Global Operations        
|Jonathan Trumbull  |  | 39  |  | Global Controller and Chief Accounting Officer   
|Steven Pogorzelski |  | 44  |  | Group President-International                    
|Bradford J. Baker  |  | 41  |  | President-Product, Technology and Service        
|Douglas Klinger    |  | 41  |  | President-Monster Careers North America          
|George R. Eisele   |  | 70  |  | Director                                         
|John Gaulding      |  | 61  |  | Director                                         
|Salvatore Iannuzzi |  | 52  |  | Director                                         
|Michael Kaufman    |  | 61  |  | Director                                         
|Ronald J. Kramer   |  | 48  |  | Director                                         
|David A. Stein     |  | 67  |  | Director                                         
|John Swann         |  | 70  |  | Director                                         

William
M. Pastore joined the Company in October 2002 as Chief Operating Officer and became President and Chief Operating Officer in February 2006 and CEO and a director in
October 2006. Prior to joining the Company, Mr. Pastore was President of CIGNA HealthCare from January 1999 to October 2002 and Senior Vice President of CIGNA HealthCare
from December 1995 to January 1999. Prior to joining CIGNA HealthCare, Mr. Pastore spent nearly 25 years at Citibank, N.A., in numerous senior operating roles.
Mr. Pastore holds a B.S and an M.B.A. from Long Island University.

Charles
Baker joined the Company in March 2005 as Senior Vice President and Chief Financial Officer. From June 1993 to March 2005, Mr. Baker served in positions of
increasing responsibility in the Equity Research department at Smith Barney, a division of Citigroup, Inc., serving as Managing Director from January 2000 to March 2005. Prior to
joining Smith Barney, Mr. Baker spent two years as an Equity Research Analyst at Morgan Stanley & Co. and two years in research assistant positions at Donaldson, Lufkin &
Jenrette. Mr. Baker holds a B.A. from Yale College.

Paul
M. Camara joined the Company in February 1970. Mr. Camara was elected as a Vice President of the Company in 1978 and as a Senior Vice President in 1987. Mr. Camara served as
Executive Vice President-Creative/Sales/Marketing from April 1996 to September 2005, when he was named to his current position. Mr. Camara holds a B.F.A. from the University of
Massachusetts-Dartmouth.

John
Mclaughlin joined the Company in 1998 upon the acquisition of TASA Worldwide, where he was managing director of the New York office of TASA Worldwide and also served as Chairman of the Strategy
Committee for the Board of Directors of TASA. From February 2002 through August 2002, he served as Group President, North America. From September 2002 to March 2003,
Mr. Mclaughlin served as Global Director, Search and Selection. Mr. Mclaughlin was appointed to his current position in April 2003, and in December 2004 through
September 2005 assumed the additional responsibility of overseeing the Company's business operations in the Asia-Pacific region.

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Chris
Power joined the Company in April 2002 as Chief Financial Officer of the Monster North America division. He was promoted to the role of Chief Financial Officer for Monster Worldwide North
America operations in February 2003 and was appointed to his current position in March 2005. Prior to joining the Company, Mr. Power spent fourteen years with Nortel Networks,
primarily in finance and strategy roles. Mr. Power holds a B.A. and an M.B.A. from the University of Toronto.

Jonathan
Trumbull joined the Company in October 2002 as Vice President and Corporate Controller and was named to his current position in March 2005. From 1989 to October 2002,
Mr. Trumbull was associated with Ernst & Young, most recently as Senior Manager from 1997 to October 2002. Mr. Trumbull holds a B.S. from Villanova University and is a
Certified Public Accountant.

Steven
Pogorzelski joined the Company in 1992 in the Advertising & Communications division, where he served from 1992 to December 1998. In December 1998, he joined the Monster
division and served as Executive Vice President-Global Sales until April 2001. From April 2001 to September 2005, he served as President, Monster North America until which time he
was named to his current position. Mr. Pogorzelski holds a B.A. from the University of Wisconsin.

Bradford
J. Baker joined the Company in June 2001 and served as Senior Vice President, Consumer Marketing Programs from June 2001 to February 2002, Senior Vice President of Campus
from March 2002 to December 2003, Senior Vice President of Product from January 2004 to July 2004, Senior Vice President of Product and Marketing from July 2004 to
January 2005, Chief Product and Marketing Officer US from January 2005 to May 2005, Global Chief Product & Marketing Officer from May 2005 to September 2006
and President-Product, Technology and Service from September 2006 to present. In June 1996, Mr. Baker co-founded Making It Count, which was acquired by Collegelink.com
Incorporated in February 2000 and by the Company in June 2001. From October 1990 through June 1996, Mr. Baker served as Vice President and General Manager of Graphic
Management, a printing communications and graphic arts company. From October 1988 to September 1990, he served as Brand Manager at Kraft Foods. From June 1986 to
September 1988, he served as an Assistant Brand Manager at The Procter & Gamble Company. Mr. Baker holds a B.A. from Harvard University.

Douglas
Klinger joined the Company in September 2005. From April 2004 to September 2005, Mr. Klinger was President of Bee Mountain LLC, a strategic consulting firm. From
1994 to April 2004, Mr. Klinger served in positions of increasing responsibility with CIGNA Corporation, serving as President of CIGNA Health Services from February 1997 to
April 2004, as President & CEO of CIGNA Dental Health, Inc. during 1997 and as Senior Vice President of CIGNA Retirement & Investment Services from 1994 to 1997. Prior to
joining CIGNA Corporation, Mr. Klinger served in positions of increasing responsibility with PNC Bank Corp. from 1986 to 1994. Mr. Klinger holds a B.A. from Trinity College.

George
R. Eisele has been a director of the Company since September 1987. Mr. Eisele was the Executive Vice President of TMP Direct, the Company's direct marketing business unit, from
1989 until May 2, 2005 when the business unit was sold to GECKO Inc., an entity owned 65% by Mr. Eisele. Following its sale by the Company, Mr. Eisele continues to head TMP
Direct as its Chief Executive Officer. Mr. Eisele attended Fairleigh Dickinson University and Drexel University.

John
Gaulding has been a director of the Company since June 2001 and also served as a director of the Company from January 1996 to October 1999. Mr. Gaulding is a private
investor and business consultant in the fields of strategy and organization. He was Chairman and Chief Executive Officer of National Insurance Group, a publicly traded financial information services
company, from April 1996 through July 11, 1996, the date of such company's sale. For six years prior thereto, he was President and Chief Executive Officer of ADP Claims Solutions Group.
From 1985 to 1990, Mr. Gaulding was President and Chief Executive Officer of Pacific Bell Directory, the Yellow Pages publishing unit of Pacific Telesis Group. Mr. Gaulding served as
Co-Chairman of the Yellow Pages Publishers Association

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from
1987 to 1990. Mr. Gaulding is a director of ANTs software inc., a developer of data management software, and Yellow Pages Group, a Canadian telephone directories publisher. He holds
a B.S. from the University of California at Los Angeles and an M.B.A. from the University of Southern California.

Salvatore
Iannuzzi has been a director of the Company since July 2006. Mr. Iannuzzi is a director and President and Chief Executive Officer of Symbol Technologies, Inc. He
previously served as the Non-Executive Chairman of the Board of Directors and the Chief Administrative and Control Officer of Symbol Technologies from December 2003 to
April 2005. From March 2004 to April 2005, Mr. Iannuzzi was an independent consultant. Prior thereto, from June 2000 to March 2004, Mr. Iannuzzi served
as Chief Administrative Officer of CIBC World Markets.

Michael
Kaufman has been a director of the Company since October 1997. Until July 1, 2000, Mr. Kaufman was the President of SBC/Prodigy Transition. Mr. Kaufman previously
served as President and CEO of Pacific Bell's Consumer's Market Group. Prior thereto, Mr. Kaufman was the President and CEO of Pacific Bell Communications, a subsidiary of SBC
Communications Inc., and from 1993 through April 1997 he was the regional president for the Central and West Texas market area of Southwestern Bell Telephone. Mr. Kaufman holds a
B.A. and an M.B.A. from the University of Wisconsin.

Ronald
J. Kramer has been a director of the Company since February 2000. Mr. Kramer has served as President and a director of Wynn Resorts, Limited, a developer, owner and operator of
hotel and casino resorts, since April 2002. Mr. Kramer was previously a managing director of Dresdner Kleinwort Wasserstein (formerly Wasserstein Perella & Co., Inc.) from
July 1999 to November 2001. Mr. Kramer is also a member of the board of trustees of Republic Property Trust, a real estate investment trust, and a director of Griffon Corporation,
a diversified manufacturing company. Mr. Kramer holds a B.S. from the Wharton School of the University of Pennsylvania and an M.B.A. from New York University Graduate School of Business.

David
A. Stein has been a director of the Company since June 2003. Mr. Stein was the Chairman and Chief Executive Officer of Southern Industrial Corporation, the Jacksonville,
Florida-area Burger King franchisee of 33 Burger King restaurants until December 2004. Prior thereto, Mr. Stein was a Burger King franchisee for more than 40 years. He
is Chairman of Jacksonville-based King Provision Corporation, an approved Burger King food and paper distributor, and Chairman of T.L. Cannon Corporation, a franchisee of Applebee's restaurants in New
York and Connecticut. Mr. Stein was a founder of the Jewish Community Alliance in Jacksonville, Florida. He has also served the United Way, the Jacksonville Chamber of Commerce, University
Medical Center, University of North Florida, WJCT Public Television and other Jacksonville-area organizations and clubs as an officer or Board member. Mr. Stein attended the
University of Florida.

John
Swann has been a director of the Company since September 1996. In 1995, Mr. Swann founded Cactus Digital Imaging Systems, Ltd., Canada's largest supplier of electronically
produced large format color prints. Mr. Swann sold Cactus Digital Imaging Systems, Ltd. in June 2000.

ITEM 1A. RISK FACTORS

Except as described below, the Company's risk factors included in the Original Filing have not been updated for information or events occurring after the date of the Original
Filing. The following risk factors have been added or updated solely to reflect the impact of the restatement described in the Explanatory Note on page 2 above and in Note 2 to our consolidated
financial statements included in this Form 10-K/A:



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Government investigations and litigation relating to stock option matters are pending, the scope and outcome of which could have a negative effect on the price of our
securities, liquidity and business.

As described in the Explanatory Note on page 2 and in Note 2 of our consolidated financial statements included in this Form 10-K/A, on June 12,
2006, we announced that a committee of independent directors of the Board of Directors (the "Special Committee") was conducting an independent investigation to review the Company's historical stock
option grant practices and related accounting. The Special Committee determined that the exercise price for a substantial number of stock option grants during the periods between 1997 through
March 31, 2003 differed from the fair market value of the underlying shares on the measurement date. We have been served with a subpoena from the United States Attorney for the Southern
District of New York relating to stock option grants. We have also received a direction to preserve all relevant information in anticipation of requests for documents from the Securities and Exchange
Commission (the "SEC") in connection with their informal investigation of our stock option grants. We are fully cooperating with the United States Attorney, the SEC and the Department of Justice. In
addition, there are shareholder derivative and class action lawsuits which have been filed in New York Federal and State courts relating to our stock option grant practices. We anticipate that
additional lawsuits may be filed and are unable to predict the outcome of these government investigations and shareholder lawsuits. These government investigations and other lawsuits may result in
substantial legal and professional fees and may continue to occupy our time and attention. These matters may have an adverse impact on our business and our stock price, including increased stock
volatility and could also harm our ability to raise additional capital in the future.

We rely on the value of our brands, particularly Monster, and the costs of maintaining and enhancing our brand awareness are increasing.

Our success depends on our brands and their value. Our business would be harmed if we were unable to adequately protect our brand names, particularly Monster. We believe that
maintaining and expanding the Monster brand is an important aspect of our efforts to attract and expand our user and client base. We also believe that the importance of brand recognition will increase
due to the growing number of Internet sites and the relatively low barriers to entry. We have spent considerable money and resources to date on the establishment and maintenance of the Monster brand.
We may spend
increasing amounts of money on, and devote greater resources to, advertising, marketing and other brand-building efforts to preserve and enhance consumer awareness of the Monster brand. Despite this,
we may not be able to successfully maintain or enhance consumer awareness of the Monster brand and, even if we are successful in our branding efforts, such efforts may not be
cost-effective. If we are unable to maintain or enhance consumer awareness of the Monster brand in a cost-effective manner, our business, operating results and financial
condition may be harmed significantly.

We
are also susceptible to others imitating our products, particularly Monster, and infringing on our intellectual property rights. We may not be able to successfully protect our intellectual property
rights, upon which we are dependent. In addition, the laws of foreign countries do not necessarily protect intellectual property rights to the same extent as the laws of the United States. Imitation
of our products, particularly Monster, or infringement of our intellectual property rights could diminish the value of our brands or otherwise reduce our revenues.

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Our operations have been and will be affected by future global economic fluctuations.

The
general level of economic activity in the regions and industries in which we operate significantly affects demand for our services. When economic activity slows, many companies hire fewer
employees. Therefore, if there is an economic downturn in the future, especially in regions or industries where our operations are heavily concentrated, our business, financial condition and operating
results could be significantly harmed. Further, we may face increased pricing pressures during such periods. There can be no assurance that during these periods our results of operations will not be
significantly harmed.

Our operating results fluctuate from quarter to quarter.

Our
quarterly operating results have fluctuated in the past and may fluctuate in the future. These fluctuations are a result of a variety of factors, including, but not limited to:



We face risks relating to developing technology, including the Internet.

The
market for Internet products and services is characterized by rapid technological developments, frequent new product introductions and evolving industry standards. The emerging character of these
products and services and their rapid evolution will require our continuous improvement in the performance, features and reliability of our Internet content, particularly in response to competitive
offerings. We may not be successful in responding quickly, cost effectively and sufficiently to these developments. In addition, the widespread adoption of new Internet technologies or standards could
require us to make substantial expenditures to modify or adapt our websites and services. This could harm our business, financial condition and operating results.

The
online recruiting market continues to evolve. The adoption of online recruiting and job seeking services, particularly among those companies that have historically relied upon traditional
recruiting methods, requires the acceptance of a new way of conducting business, exchanging information, advertising and applying for jobs. Many of our potential customers, particularly smaller
companies, have little or no experience using the Internet as a recruiting tool, and only select segments of the job-seeking population have experience using the Internet to look for jobs.
Companies may not continue to allocate portions of their budgets to Internet-based recruiting and job seekers may not use online job seeking methods. As a result, we may not be able to effectively
compete with traditional

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recruiting
and job seeking methods. If Internet-based recruiting does not remain widely accepted or if we are not able to anticipate changes in the online recruiting market, our business, financial
condition and operating results could be significantly harmed.

New
Internet services or enhancements that we have offered or may offer in the future may contain design flaws or other defects that could require expensive modifications or result in a loss of client
confidence. Any disruption in Internet access or in the Internet generally could significantly harm our business, financial condition and operating results. Slower response times or system failures
may also result from straining the capacity of our software, hardware or network infrastructure. To the extent that we do not effectively address any capacity constraints or system failures, our
business, results of operations and financial condition could be significantly harmed.

Trends
that could have a critical impact on our success include:



We rely heavily on our information systems and if our access to this technology is impaired or interrupted, or we fail to further develop our technology, our business could be
harmed.

Our
success depends in large part upon our ability to store, retrieve, process and manage substantial amounts of information, including our client and candidate databases. To achieve our strategic
objectives and to remain competitive, we must continue to develop and enhance our information systems. This may require the acquisition of equipment and software and the development, either internally
or through independent consultants, of new proprietary software. Our inability to design, develop, implement and utilize, in a cost-effective manner, information systems that provide the
capabilities necessary for us to compete effectively, or any interruption or loss of our information processing capabilities, for any reason, could harm our business, results of operations or
financial condition.

Our markets are highly competitive.

The
markets for our services are highly competitive. They are characterized by pressures to:



Furthermore,
we face competition from a number of sources. These sources include:



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Many
of our competitors or potential competitors have long operating histories, and some may have greater financial resources, management, technological development, sales, marketing and other
resources than we do. In addition, our ability to maintain our existing clients and attract new clients depends to a large degree on the quality of our services and our reputation among our clients
and potential clients.

Due
to competition, we may experience reduced margins on our products and services, loss of market share or less use of Monster by job seekers and our customers. If we are not able to compete
effectively with current or future competitors as a result of these and other factors, our business, financial condition and results of operations could be significantly harmed.

We
have no significant proprietary technology that would preclude or inhibit competitors from entering the online advertising or recruitment advertising markets. Existing or future competitors may
develop or offer services and products which provide significant performance, price, creative or other advantages over our services. This could significantly harm our business, financial condition and
operating results.

We are vulnerable to intellectual property infringement claims brought against us by others and we may not have sufficient protection for our own intellectual
property.

Successful
intellectual property infringement claims against us could result in monetary liability or a material disruption in the conduct of our business. We cannot be certain that our products,
content and brand names do not or will not infringe valid patents, copyrights or other intellectual property rights held by third parties. We expect that infringement claims in our markets will
increase in number. We may be subject to legal proceedings and claims from time to time relating to the intellectual property of others in the ordinary course of our business. If we were found to have
infringed the intellectual property rights of a third party, we could be liable to that party for license fees, royalty payments, profits or damages, and the owner of the intellectual property might
be able to prevent us from using the technology or software in the future. If the amounts of these payments were significant or we were prevented from incorporating certain technology or software into
our products, our business could be significantly harmed.

We
may incur substantial expenses in defending against these third party infringement claims, regardless of their merit. As a result, due to the diversion of management time, the expense required to
defend against any claim and the potential liability associated with any lawsuit, any significant litigation could significantly harm our business, financial condition and results of operations.

If we are unable to protect our proprietary rights or maintain our rights to use key technologies of third parties, our business may be harmed.

A
degree of uncertainty exists concerning the application and enforcement of copyright and trade dress laws to the Internet, and existing laws may not provide us adequate protection for our original
content or the appearance of our Internet sites. In addition, because copyright laws do not prohibit independent development of similar content, copyright laws may not provide us with any competitive
advantage. We have obtained one patent and applied for other patents with respect to certain of our software systems, methods and related technologies, but our pending applications may not be granted
and any patents issued to us may in the future be challenged, invalidated or circumvented, and the rights granted thereunder may not provide us with a competitive advantage. Policing unauthorized use
of our proprietary technology and other intellectual property rights could involve significant expense and could be difficult or impossible, particularly given the global nature of the Internet and
the fact that the laws of certain other countries may afford us little or no effective protection of our intellectual property.

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In
addition, we rely on certain technology licensed from third parties, and may be required to license additional technology in the future for use in managing our Internet sites and providing related
services to users and advertising customers. Our ability to generate fees from Internet commerce may also depend on data encryption and authentication technologies that we may be required to license
from third parties. These third-party technology licenses may not continue to be available to us on acceptable commercial terms or at all. The inability to enter into and maintain any of these
technology licenses could significantly harm our business, financial condition and operating results.

Computer viruses may cause our systems to incur delays or interruptions.

Computer
viruses may cause our systems to incur delays or other service interruptions and could damage our reputation which in turn, could significantly harm our business, financial condition and
operating results. The inadvertent transmission of computer viruses could expose us to a material risk of loss or litigation and possible liability. Our system's continuing and uninterrupted
performance is critical to our success. Customers and job seekers may become dissatisfied by any system failure that interrupts our ability to provide our services to them, including failures
affecting our ability to serve Web page requests without significant delay to the viewer. Sustained or repeated system failures would reduce the attractiveness of our solutions to customers and job
seekers and result in reduced traffic or contract terminations, fee rebates and make goods, thereby reducing revenues. Moreover, if a computer virus affecting our system is highly publicized, our
reputation could be significantly damaged and our visitor traffic may decrease.

Acquisitions could result in operating difficulties and unanticipated liabilities.

Historically,
we have grown in part by making acquisitions. Acquisitions may result in dilutive issuances of equity securities, use of our cash resources, incurrence of debt and amortization of
expenses related to intangible assets. Our acquisitions can be accompanied by a number of risks, including:



Our
failure to be successful in addressing these risks or other problems encountered in connection with our past or future acquisitions could cause us to fail to realize the anticipated benefits of
our acquisitions, incur unanticipated liabilities and harm our business generally.

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We have had and may face future difficulties managing growth.

Historically,
our business grew rapidly, both internally and through acquisitions. This expansion resulted in substantial growth in the number of our employees, and put a significant strain on our
management and operations. If our business grows rapidly again in the future, we expect it to result in increased responsibility for management personnel, and incremental strain on our operations, and
financial and
management systems. Our success under such conditions will depend to a significant extent on the ability of our executive officers and other members of senior management to operate effectively both
independently and as a group. If we are not able to manage future growth, our business, financial condition and operating results may be harmed.

Our divested businesses have agreed to indemnify us of liabilities that are related to their operations. If one or more of those businesses fails to meet its obligations, our
financial condition and results of operations may be harmed.

On
March 31, 2003 we completed the spin-off of Hudson Highland Group, Inc. ("HH Group") to our stockholders and on June 1, 2005 we sold our Directional Marketing
business. During 2006, the Company disposed of its global Advertising & Communications business in five separate transactions, to focus its resources on the Monster business. As a result of
these divestitures, each business has agreed to indemnify us from certain liabilities related to their operations. If, for whatever reason, a claim is made for which we do not receive indemnification,
our financial condition and results of operations could be significantly harmed.

We face risks relating to our foreign operations.

We
conduct operations in 26 countries, including Australia, Belgium, Canada, China, France, Germany, India, Ireland, Italy, the Netherlands, Singapore, South Korea, Spain and the United Kingdom.
Approximately 29%, 27% and 26%, of our total revenue was earned outside of the United States in the years ended December 31, 2005, 2004 and 2003, respectively. Such amounts are collected in the
local currency. In addition, we generally pay operating expenses in the corresponding local currency. Therefore, we are at risk for exchange rate fluctuations between such local currencies and the
United States dollar. We are also subject to taxation in foreign jurisdictions. In addition, transactions between our foreign subsidiaries and us may be subject to United States and foreign
withholding taxes. Applicable tax rates in foreign jurisdictions differ from those of the United States, and change periodically. The extent, if any, to which we will receive credit in the United
States for taxes we pay in foreign jurisdictions will depend upon the application of limitations set forth in the Internal Revenue Code of 1986, as well as the provisions of any tax treaties that may
exist between the United States and such foreign jurisdictions. Our current or future international operations might not succeed for a number of reasons including:



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Also,
if we are forced to discontinue any of our international operations, we could incur material costs to close down such operations.

We depend on our key management personnel.

Our
continued success will depend to a significant extent on our senior management. The loss of the services of our executive officers could significantly harm our business, financial condition and
operating results. In addition, if one or more key employees join a competitor or form a competing company, the resulting loss of existing or potential clients could significantly harm our
business, financial condition and operating results.

We are influenced by a principal stockholder.

Andrew
J. McKelvey beneficially owns all of our outstanding Class B common stock and a large number of shares of our common stock, which, together with his Class B common stock
ownership, represents approximately 33% of the combined voting power of all classes of our voting stock as of December 31, 2005. Mr. McKelvey can strongly influence the election of all
of the members of our board. He can also exercise significant influence over our business and affairs. This includes any determinations with respect to mergers or other business combinations, the
acquisition or disposition of our assets, whether or not we incur indebtedness, the issuance of any additional common stock or other equity securities and the payment of dividends with respect to
common stock.

We may be required to record a significant charge to earnings if our goodwill or amortizable intangible assets become impaired.

We
are required under generally accepted accounting principles to review our amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be
recoverable. Goodwill is required to be tested for impairment at least annually. Factors that may be considered a change in circumstances indicating that the carrying value of our amortizable
intangible assets may not be recoverable include a decline in stock price and market capitalization, slower growth rates in our industry or other materially adverse events. We may be required to
record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined. This may adversely impact
our results of operations. As of December 31, 2005, our goodwill and amortizable intangible assets were $735.7 million.

Effects of anti-takeover provisions could inhibit the acquisition of Monster Worldwide by others.

Some
of the provisions of our certificate of incorporation, bylaws and Delaware law could, together or separately:



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In
particular, our board of directors may authorize the issuance of up to 800,000 shares of preferred stock with rights and privileges that might be senior to our common stock, without the consent of
the holders of the common stock. Our certificate of incorporation and bylaws provide, among other things, for advance notice of stockholder proposals and director nominations.

There is volatility in our stock price.

The
market for our common stock has, from time to time, experienced extreme price and volume fluctuations. Factors such as announcements of variations in our quarterly financial results and
fluctuations in revenue could cause the market price of our common stock to fluctuate significantly. In addition, the stock market in general, and the market prices for Internet-related companies in
particular, have experienced volatility that often has been unrelated to the operating performance of such companies. These broad market and industry fluctuations may adversely affect the price of our
stock, regardless of our operating performance. Additionally, volatility or a lack of positive performance in our stock price may adversely affect our ability to retain key employees, some of whom
have been granted equity compensation.

The
market price of our common stock can be influenced by stockholders' expectations about the ability of our business to grow and to achieve certain profitability targets. If our financial
performance in a particular quarter does not meet the expectations of our stockholders, it may adversely affect their views concerning our growth potential and future financial performance. In
addition, if the securities analysts who regularly follow our common stock lower their ratings of our common stock, the market price of our common stock is likely to drop significantly.

The
market price of our common stock may react negatively to further updates and announcements regarding the government investigations and litigation proceedings related to our historical stock option
grant practices.

We face risks associated with government regulation.

As
an advertising agency that creates and places print and Internet advertisements, we are subject to Sections 5 and 12 of the Federal Trade Commission Act of 1914, also known as the FTC Act. These
sections regulate advertising in all media, including the Internet, and require advertisers and advertising agencies to have substantiation for advertising claims before disseminating advertisements.
The FTC Act prohibits the dissemination of false, deceptive, misleading, and unfair advertising, and grants the FTC enforcement powers to impose and seek civil penalties, consumer redress, injunctive
relief and other remedies upon advertisers and advertising agencies that disseminate prohibited advertisements. Advertising agencies like us are subject to liability under the FTC Act if the agency
actively participated in creating the advertisement, and knew or had reason to know that the advertising was false or deceptive.

In
the event that any advertising that we have created is found to be false, deceptive or misleading, the FTC Act could potentially subject us to liability. The fact that the FTC has brought several
actions charging deceptive advertising via the Internet, and is actively seeking new cases involving advertising via the Internet, indicates that the FTC Act could pose a somewhat higher risk of
liability to advertising distributed via the Internet. The FTC has never brought any actions against us. Other current or new government laws and regulations, or the application of existing laws and
regulations may:



22

---





There
are currently few laws or regulations directly applicable to the Internet. The application of existing laws and regulations to our web sites, particularly Monster, relating to issues such as
user privacy, security of data, defamation, advertising, taxation, promotions, content regulation, and intellectual property ownership and infringement can be unclear. In addition, we will also be
subject to new laws and regulations directly applicable to our activities. Any existing or new legislation applicable to us could expose us to substantial liability, including significant expenses
necessary to comply with such laws and regulations, and dampen growth in Internet usage.

The
federal CAN-SPAM Act and state anti-spam laws impose certain requirements on the use of e-mail. The implications of these laws have not been fully tested.
Portions of our business rely on e-mail to communicate with consumers on our behalf and for our clients. We may face risk if our use of e-mail is found to violate the federal
law or applicable state law.

We
post our privacy policy and practices concerning the use and disclosure of user data on our websites. Any failure by us to comply with our posted privacy policy or other privacy-related laws and
regulations could result in proceedings which could potentially harm our business, results of operations and financial condition. In this regard, there are a large number of legislative proposals
before the United States Congress and various state legislative bodies regarding privacy issues related to our business. It is not possible to predict whether or when such legislation may be adopted,
and certain proposals, if adopted, could significantly harm our business through a decrease in user registrations and revenues. This could be caused by, among other possible provisions, the required
use of disclaimers or other requirements before users can utilize our services.

Due
to the global nature of the Internet, it is possible that the governments of other states and foreign countries might attempt to regulate its transmissions or prosecute us for violations of their
laws. We might unintentionally violate such laws or such laws may be modified and new laws may be enacted in the future. Any such developments (or developments stemming from enactment or modification
of other laws) may significantly harm our business, operating results and financial condition.

Legal proceedings related to our historical stock option grant practices and other issues may significantly harm our business.

Several
lawsuits have been filed against us and current and former officers and members of the Board of Directors in connection with our prior stock option practices. These lawsuits are described more
fully in Item 3. "Legal Proceedings" and in Note 17 to our consolidated financial statements contained in this Form 10-K/A. Defending these lawsuits will result in
significant expenditures and the continued diversion of our management's time and attention from the operation of our business, which could have a negative effect on business operations.

From
time to time, we may become involved in other litigation or other proceedings. It is possible that such litigation or proceedings may significantly harm our future results of operations or
financial condition due to expenses we may incur to defend ourselves or the ramifications of an adverse decision.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not
applicable.

ITEM 2. PROPERTIES

Substantially
all of our offices are located in leased premises.

We
occupy approximately 26,000 square feet of space at our principal office located at 622 Third Avenue, New York, New York. Including the space that we occupy, we lease a total of 104,000 square feet
of space, at our principal office location, under an agreement expiring in July 2015. Monthly

23

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payments
under the lease agreement are approximately $463,000. Our former staffing division, now Hudson Highland Group, Inc., subleases approximately 52,000 square feet of space at our
principal office location for approximately $231,500 per month, with the remaining space sublet to another third-party lessee.

We
also have leases covering local offices throughout the United States and in the foreign countries where we have operations.

All
leased space is considered to be adequate for the operation of our business, and no difficulties are foreseen in meeting any future space requirements.

ITEM 3. LEGAL PROCEEDINGS

This
section is being amended to reflect additional disclosure under "Stock Option Litigation" related to our government investigations and derivative lawsuits in state and federal court. There were
no material legal proceedings disclosed as of December 31, 2005.

The
Company is involved in various legal proceedings that are incidental to the conduct of its business. It is not involved in any pending or threatened legal proceedings aside from the stock option
litigation discussed below that it believes could reasonably be expected to have a material adverse effect on its financial condition or results of operations.

As
stated in Note 2 of its consolidated financial statements, the Company announced on June 12, 2006 that a committee of independent directors of the Board of Directors (the "Special
Committee"), assisted by outside counsel, was conducting an independent investigation to review the Company's historical stock option grant practices and related accounting.

Stock Option Litigation

Both the United States Attorneys Office ("USAO") and the United States Securities and Exchange Commission ("SEC") have informed the Company that each is conducting an
investigation into the Company's past stock option grants. In connection therewith, the Company has received a grand jury subpoena from the United States District Court for the Southern District of
New York and requests for the voluntary production of documents from the SEC. The Company is cooperating fully with both the USAO and the SEC.

In
October 2006, a putative class action litigation was filed in the United States District Court for the Southern District of New York by a former Company employee against the Company and a
number of its current and former officers and directors. The action purports to be brought on behalf of all participants in the Company's 401(k) plan. The complaint alleges that the defendants
breached their fiduciary obligations to plan participants under §§ 404, 405, 409 and 502
of the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. § 1104 et seq., by allowing Plan participants to purchase and to hold and maintain Company stock in their Plan accounts
without disclosing to those Plan participants the historical stock option practices. The complaint seeks, among other relief, equitable restitution, attorney's fees and an order enjoining defendants
from violations of ERISA.

In
addition, derivative actions in connection with historical stock option practices have been commenced by shareholders purportedly on behalf of the Company in both the United States District Court
for the Southern District of New York and in the Supreme Court of the State of New York, New York County, against a number of current and former officers and directors of the Company, naming the
Company as a nominal defendant.

On
October 20, 2006, the three federal court actions were consolidated by the Court and styled asIn re Monster Worldwide, Inc. Stock Option Derivative
Litigation, Master Docket 1:06:cv-04622 (S.D.N.Y.)(NRB-DCF) (Consolidated Action). It is expected that the plaintiffs in the consolidated

24

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federal
actions will file a consolidated amended complaint on or about December 19, 2006. The current federal complaints assert claims for breach of fiduciary duty, gross mismanagement,
unjust enrichment, and violations of Sections 10(b) and 14(a) of the Securities Exchange Act of 1934 (the "Exchange Act") for the period between January 1, 1997 and the present. The federal
court plaintiffs seek, among other relief, an indeterminate amount of damages from the individual defendants.

On
September 18, 2006, the three purported derivative actions that were filed in the Supreme Court of the State of New York, New York County, were also consolidated. The consolidated actions
have been styled asIn re Monster Worldwide Inc. Derivative Litigation, Index. No. 06-108700 (Supreme, N.Y. County). On
or about December 1, 2006, the plaintiffs in the consolidated state court actions filed a consolidated amended complaint asserting claims for breach of fiduciary duty and related state law
causes of action. The state court plaintiffs seek, among other relief, an indeterminate amount of damages from the individual defendants.

The
Company has received correspondence from, or on behalf of, certain former employees who are the grantees of certain vested stock options that were scheduled to expire or be forfeited unless
exercised within the last several months. In light of the current suspension of the Company's S-8 and the resulting prohibition on the exercise of any stock options, said individuals were
precluded from exercising such options prior to their expiration date. The former employees have informed the Company that they will seek to hold the Company liable for any financial damages suffered
as a result of their inability to exercise the options during the suspension period. The Company may incur additional costs to address certain of these forfeited stock options.

We
may become subject to additional private or government actions. The expense of defending such litigation may be significant. In addition, an unfavorable outcome in such litigation could have a
material adverse effect on our business and results of operations. The Company may also be obligated under the terms of its by-laws to advance litigation costs for directors and officers
named in litigation relating to their roles at the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

25

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PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The
common stock of the Company is listed on The Nasdaq Stock Market, Inc. ("Nasdaq") under the symbol "MNST." The common stock was first traded on the Nasdaq on December 13, 1996, the
day after the underwritten initial public offering of shares of the Company's common stock. Prior to the offering there was no established public trading market for the Company's shares.

As
of February 8, 2006, there were 1,483 stockholders of record of our common stock and the last reported sale price of our stock as reported by the Nasdaq was $47.59.

We
have never declared or paid any cash dividends on our stock. We currently anticipate that all future earnings will be retained by the Company to support our growth strategy or to repurchase shares
of our common stock. Accordingly, we do not anticipate paying cash dividends on our stock for the foreseeable future. The payment of any future dividends will be at the discretion of our Board of
Directors and will depend upon, among other things, future earnings, operations, capital requirements,
our general financial condition, contractual restrictions and general business conditions. Our current financing agreement entered into on January 14, 2005, restricts the payment of dividends
on our stock. On March 31, 2003, we paid a non-cash dividend consisting of all of the stock of HH Group to our stockholders of record on March 14, 2003.

The
information regarding market and market price range of our common stock may be found in "Financial Information by Quarter (Unaudited)" in Item 8 of this Form 10-K/A.

Issuer Purchases of Equity Securities

The
Company has a stock repurchase plan in place that allows it to purchase securities on the open market or otherwise from time to time as conditions warrant. A summary of the Company's repurchase
activity for 2005 is as follows:

|Period                    |  | Total Number of
Shares
Repurchased |  | Average Price
Paid Per Share |  | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |  | Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(a)
|------------------------- |  | ---------------------------------- |  | ---------------------------- |  | -------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------
|
|November 10  November 30 |  |                                   |  | N/A                          |  |                                                                                 |  | $100,000,000                                                                           
|December 1  December 31  |  | 200,000                            |  | $39.53                       |  | 200,000                                                                          |  | $92,093,440                                                                            
|                          |  |                                    |  |                              |  |                                                                                  |  |                                                                                        
|Total                     |  | 200,000                            |  |                              |  | 200,000                                                                          |  | $92,093,440                                                                            
|                          |  |                                    |  |                              |  |                                                                                  |  |                                                                                        

(a)
On November 10, 2005, the Board of Directors approved a share repurchase plan, authorizing the Company to purchase up to $100 million of shares of its common stock.
The share repurchase plan expires 30 months from the authorization date.

Issuance of Unregistered Securities

None.

26

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Equity Compensation Plan Information

The following table sets forth information as of December 31, 2005 with respect to the Company's equity compensation plans which have been approved by its stockholders.
The Company does not have any equity compensation plans that were not approved by its stockholders.

|Plan Category                                              |  | Number of Securities to
be issued upon exercise of
outstanding options,
warrants and rights
(a) |  | Weighted-average
exercise price of
outstanding options,
warrants and rights
(b) |       | Number of Securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
|---------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------- | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------
|
|Equity compensation plans approved by security holders     |  | 13,673,023                                                                                      |  | $                                                                               | 27.94 |                                                                                                                                                
|Equity compensation plans not approved by security holders |  |                                                                                                |  |                                                                                 |      |                                                                                                                                                
|                                                          
|Total                                                      |  | 13,673,023                                                                                      |  | $                                                                               | 27.94 |                                                                                                                                                
|                                                          

27

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ITEM 6. SELECTED FINANCIAL DATA

The following tables present selected financial data for the five years ended December 31, 2005 (in thousands, except per share amounts). See Management's Discussion and
Analysis, found in Item 7 of this report, for information regarding business acquisitions, discontinued operations, critical accounting policies and items affecting comparability of the amounts below.
The information presented in the following tables has been adjusted to reflect the restatement of the Company's financial results which is more fully described in the Explanatory Note on page 2 of
this Form 10-K/A and in Note 2 of the consolidated financial statements in this Form 10-K/A.

|                                                                     |  |   |        
|-------------------------------------------------------------------- |  | - | -------
|
|
|
|                                                                     |  |   |        
|Revenue                                                              |  | $ | 719,166
|                                                                     |  |   |        
|Salaries & related, office & general and marketing & promotion       |  |   | 565,250
|Merger & integration and restructuring costs(2)                      |  |   | 21,037 
|Business reorganization and other special charges                    |  |   |       
|Amortization of intangibles                                          |  |   | 7,983  
|                                                                     |  |   |        
|Total operating expenses                                             |  |   | 594,270
|                                                                     |  |   |        
|Operating income (loss)                                              |  | $ | 124,896
|                                                                     |  |   |        
|Income (loss) from continuing operations before accounting change(3) |  | $ | 81,200 
|                                                                     |  |   |        
|Net income (loss)                                                    |  | $ | 69,020 
|                                                                     |  |   |        
|Basic earnings (loss) per share:*                                    |  |   |        
|Income (loss) from continuing operations before accounting change    |  | $ | 0.74   
|Income (loss) per share from discontinued operations, net of tax     |  |   | (0.11  
|Cumulative effect of accounting change, net of tax benefit(3)        |  |   |       
|                                                                     |  |   |        
|Net income (loss)                                                    |  | $ | 0.63   
|                                                                     |  |   |        
|Diluted earnings (loss) per share:*                                  |  |   |        
|Income (loss) from continuing operations before accounting change    |  | $ | 0.72   
|Income (loss) per share from discontinued operations, net of tax     |  |   | (0.11  
|Cumulative effect of accounting change, net of tax benefit(3)        |  |   |       
|                                                                     |  |   |        
|Net income (loss)                                                    |  | $ | 0.61   
|                                                                     |  |   |        

---



28

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|                          |  |  
|------------------------- |  | -
|
|
|
|                          |  |  
|Current assets            |  | $
|Current liabilities       |  |  
|Total assets              |  |  
|Long-term liabilities     |  |  
|Total stockholders equity |  |  

---



As of December 31, 2003As previously
reported

Adjustments

As RestatedCurrent assets

$
566,983

$


$
566,983Current liabilities


639,995


6,861


646,856Total assets


1,122,279


39,160


1,161,439Long-term liabilities


14,092





14,092Total stockholders equity


468,192


32,299


500,491


29

---



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

We
make forward-looking statements in this report and in other reports and proxy statements that we file with the SEC. In addition, our senior management might make forward-looking statements. Broadly
speaking, forward-looking statements include:



Forward-looking
statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements often include words such as "anticipate,"
"believe," "estimate," "expect," "intend," "plan," "project," "target," "can," "could," "may," "should," "will," "would," or similar expressions. Do not unduly rely on forward-looking statements. They
give our expectations and are not guarantees. Forward-looking statements speak as of only the date they are made, and we might not update them to reflect changes that occur after the date they are
made.

There
are many factorsmany beyond our controlthat could cause results to differ significantly from our expectations. Some of these factors are described in "Item 1A. Risk
Factors" of this report.

The
discussion and analysis set forth below has been amended to reflect the restatement as described in the Explanatory Note on page 2 and in Note 2 of the notes to consolidated financial
statements, included in Item 8, Financial Statements and Supplementary Data, of this Form 10-K/A. The discussion and analysis has been solely restated to reflect the recognition of
additional non-cash stock based compensation costs and related income tax effects as a direct result of the findings of the Special Committee. Our business and associated risks have
changed since the date of the Original Filing. For this reason the data set forth in this section may not be comparable to discussions and data in our previously filed Annual Reports.

Restatement of Consolidated Financial Statements

On June 12, 2006, we announced that a committee of independent directors of the Board of Directors (the "Special Committee") assisted by independent legal counsel and
outside accounting experts was conducting an independent investigation to review our historical stock option grant practices and related accounting. The Special Committee and their advisors conducted
an extensive review of our historical stock option grants and related accounting, including an assessment and review of our accounting policies, internal records, supporting documentation and
e-mail communications, as well as interviews with current and former employees and current and former members of our executive management and Board of Directors.

On
July 26, 2006, we announced that although the Special Committee investigation had not yet reached a conclusion, we cautioned shareholders and the investing public against relying on our
previously published financial statements. On October 25, 2006, we announced that our Audit Committee, after consultation with senior management, the Special Committee and our independent
registered public accounting firm, determined that the consolidated financial statements and related financial information contained in our Annual Reports on Form 10-K through
December 31, 2005 should no longer be relied upon.

30

---



The
Special Committee has determined that the exercise price of a substantial number of stock option grants during the periods between 1997 through March 31, 2003 differed from the fair market
value of the underlying shares on the measurement date. In most cases, the original date assigned to the grant corresponded to the date as of which a unanimous written consent ("UWC") was executed by
the members of the Compensation Committee of our Board of Directors, but the date of that consent did
not correspond to the actual date on which the identities of the individual optionees and the number of shares underlying each option was determined. The Company believes that the dates as of which
the UWC's were dated were earlier than the dates on which they were actually executed. In a significant number of instances, the stock price on the assigned date (the date as of which the UWC was
executed) was lower, sometimes substantially lower, than the price on the date the award may be deemed to have actually been determined. We believe that this practice was done intentionally, by
persons formerly in positions of responsibility at the Company for the purpose of issuing options at a higher intrinsic value than would have otherwise been the case.

In
connection with the findings of the Special Committee, we recorded a cumulative after-tax adjustment of $271.9 million, net of a $67.7 million tax benefit through
December 31, 2005. The cumulative after-tax impact of the adjustments through December 31, 2002 was $221.4 million and has been reflected as a prior period adjustment
to arrive at our ending retained deficit on December 31, 2003.

The
following table summarizes the impact of the non-cash stock based compensation adjustments and related income tax effects on our previously reported net income (loss):

|                                       |  | (As previously reported)
Net income (loss) |          | Pre-tax
adjustments |   | Income tax
benefit |   | (As restated)
Net income (loss) |       
|-------------------------------------- |  | ------------------------------------------ | -------- | ------------------- | - | ------------------ | - | ------------------------------- | ------
|
|
|Year Ended December 31, 1997           |  | $                                          | 61,302   |                     | $ | (9,461             | ) | $                               | 2,280 
|Year Ended December 31, 1998           |  |                                            | 46,218   |                     |   | (7,086             | ) |                                 | 1,767 
|Year Ended December 31, 1999           |  |                                            | 8,158    |                     |   | (42,916            | ) |                                 | 8,863 
|Year Ended December 31, 2000           |  |                                            | 50,863   |                     |   | (79,348            | ) |                                 | 15,061
|Year Ended December 31, 2001           |  |                                            | 69,020   |                     |   | (80,792            | ) |                                 | 15,211
|Year Ended December 31, 2002           |  |                                            | (534,896 | )                   |   | (56,489            | ) |                                 | 11,546
|                                       |  |                                            |          |                     |   |                    |   |                                 |       
|Cumulative effect at December 31, 2002 |  |                                            |          |                     |   | (276,092           | ) |                                 | 54,728
|                                       |  |                                            |          |                     |   |                    |   |                                 |       
|Year Ended December 31, 2003           |  |                                            | (81,864  | )                   |   | (34,697            | ) |                                 | 7,737 
|Year Ended December 31, 2004           |  |                                            | 73,104   |                     |   | (16,064            | ) |                                 | 1,696 
|Year Ended December 31, 2005           |  |                                            | 107,432  |                     |   | (12,733            | ) |                                 | 3,495 
|                                       |  |                                            |          |                     |   |                    |   |                                 |       
|Total                                  |  |                                            |          |                     | $ | (339,586           | ) | $                               | 67,656
|                                       |  |                                            |          |                     |   |                    |   |                                 |       

We
have incurred material expenses in 2006 as a direct result of the investigation into our stock option grant practices and related accounting. These costs primarily relate to
professional services for legal, accounting and tax guidance. In addition, we have incurred costs related to litigation, the informal investigation by the SEC, the investigation by the United States
Attorney for the Southern District of New York ("USAO") and the preparation and review of our restated consolidated financial statements. We expect that we will continue to incur costs associated with
these matters.

OVERVIEW

Business

Founded in 1967, Monster Worldwide, Inc. is the parent company of Monster, the leading global online careers property. We also own TMP Worldwide, one of the world's
largest recruitment advertising agency networks. Our clients range from Fortune 100 companies to small and medium-sized enterprises and government agencies.

31

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Monster
is our flagship brand. Our Monster division operates in 24 countries and accounted for approximately 83% of our total revenue for the twelve months ended December 31, 2005. Monster
connects employers with job seekers and offers innovative technology and services that give employers more control over the recruiting process. We have been able to capitalize on Monster's brand and
create worldwide awareness by offering online recruiting solutions that we believe are redefining the way employers and job seekers connect. These tools, which include searchable job postings, a
résumé database and career management content and advice, provide users with more control over the employment process. Monster's job search,
résumé posting services and basic networking are free to the job seeker. Monster also offers premium career services at a fee to job seekers. Employers and human
resources professionals pay to post jobs, search Monster's résumé database and use career site hosting and applicant tracking systems and other ancillary services.

Financial Summary

Monster Worldwide has two operating segments: Monster and Advertising & Communications. In 2005, we had strong growth in revenue, net income, earnings per share and
operating cash flow. We were able to penetrate deeper into the small and medium-sized business markets in 2005 and our international sales force contributed significantly to our increase in revenue.
Excluding non-cash stock based compensation costs, our income from continuing operations increased as compared to 2004 as a result of tight cost controls, increased operating efficiencies
across the globe and stronger demand for online recruitment. Net income, which includes the results of disposed businesses, increased 67% over 2004. We delivered diluted earnings per share growth of
93% in our continuing operations. In 2005, we also made the decision to focus entirely on our recruitment business by disposing of our Directional Marketing division, which was not a part of our
growth strategy. As a result, we believe that we are increasingly able to concentrate on growing Monster's revenue and operating margins in each of our markets. Cash flow from operations grew 139%
compared to the 2004 period and we ended 2005 with $320.3 million of cash and cash equivalents and marketable securities on our balance sheet.

Monster's
revenue increased 38% compared to 2004 as the global employment environment continued to strengthen and we expanded our presence deeper into overseas markets. In addition, we aggressively
focused our attention on our eCommerce product, which allows our clients to manage their recruitment needs online without assistance. Our Monster division now operates in 24 countries and posted
revenue growth in each of our markets in 2005. Strong operating leverage and the results of careful cost management in Monster's North American operations yielded an operating margin of 34% for the
year. In 2005, our International operations accounted for 23% of our total Monster revenue, compared to 19% in the prior year period. We believe that the International market is a tremendous
opportunity for Monster and we are committed to making strategic investments and improving efficiencies in our International business that will result in higher revenue growth and increased operating
margins.

Business Combinations

For the period January 1, 2004 through December 31, 2005, we completed six business combinations. There were no significant business acquisitions in the year
ended December 31, 2003. Although none of the following acquisitions was considered to be a significant subsidiary, either individually or in the

32

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aggregate,
they do affect the comparability of results from period to period. The acquisitions and the acquisition dates are as follows:

|Acquired Business                          |  | Acquisition Date  |  | Business Segment/Region
|------------------------------------------ |  | ----------------- |  | -----------------------
|
|Military Advantage, Inc.                   |  | March 1, 2004     |  | Monster, North America 
|jobpilot GmbH                              |  | April 22, 2004    |  | Monster, Europe        
|Tickle Inc.                                |  | May 21, 2004      |  | Monster, North America 
|WebNeuron Services Limited (JobsAhead.com) |  | June 18, 2004     |  | Monster, Asia/Pacific  
|Emailjob.com SAS                           |  | February 11, 2005 |  | Monster, Europe        
|JobKorea                                   |  | October 14, 2005  |  | Monster, Asia/Pacific  
|                                          

Discontinued Operations

During the year ended December 31, 2005, we disposed of the following businesses. The results of operations of these businesses and associated disposal costs are
reflected as discontinued operations in the consolidated statements of operations for each of the three years in the period ended December 31, 2005 (dollar amounts in thousands):



During
the year ended December 31, 2004, we disposed of the following businesses, which are reflected as discontinued operations in the consolidated statements of operations for the years ended
December 31, 2004 and 2003:



33

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During
the year ended December 31, 2003, we disposed of the following businesses, which are reflected as discontinued operations in the consolidated statements of operations for the year ended
December 31, 2003:



The
following amounts relate to the operations of the Company's disposed businesses and have been segregated from continuing operations and reflected as discontinued operations in each period's
consolidated statement of operations:

|                                                        |  |   |         |   |   |         |  
|------------------------------------------------------- |  | - | ------- | - | - | ------- | -
|
|
|                                                        |  |   |        
|
|Revenue                                                 |  | $ | 23,402  |   | $ | 107,666 |  
|                                                        | 
|Income (loss) before income taxes                       |  |   | (11,257 | ) |   | 9,503   |  
|Income tax expense (benefit)                            |  |   | (4,294  | ) |   | 4,728   |  
|                                                        | 
|Income (loss) from discontinued operations, net of tax  |  | $ | (6,963  | ) | $ | 4,775   |  
|                                                        | 
|Pre-tax gain (loss) on sales of discontinued operations |  | $ | (9,534  | ) | $ | 361     |  
|Income tax benefit                                      |  |   | (8,490  | ) |   | (821    | )
|                                                        | 
|Gain (loss) on sale of business, net of tax             |  |   | (1,044  | ) |   | 1,182   |  
|                                                        | 
|Income (loss) from discontinued operations, net of tax  |  | $ | (8,007  | ) | $ | 5,957   |  
|                                                        | 

Included
in the income (loss) from discontinued operations, net of tax calculation is the impact of the stock option adjustments discussed in Note 2. We recorded $376, $2,252, and $9,237 of
non-cash stock based compensation costs, net of tax, respectively, in each of the three years ended December 31, 2005 as a component of discontinued operations, which directly
relate to stock options that were awarded to individuals who were employed by the businesses discussed above that were disposed.

The
year ended December 31, 2003 includes a charge to income tax expense in the amount of $43,034 for the impairment of deferred tax assets in connection with the spin-off of HH
Group.

Quarterly Impact of Stock Option Restatement

As a result of the stock option restatement discussed above, we recorded additional non-cash stock based compensation expenses in our quarterly consolidated
statements of operations. There was no impact on our previously reported revenue in any quarter. Additionally, operating margins for both our Monster and Advertising & Communications operating
segment remain unchanged from the Original Filing. We recorded all costs associated with the restatement as a component of "Corporate operating expenses".

34

---



CRITICAL ACCOUNTING ESTIMATES

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). In connection with the preparation
of our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and
the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our
consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are
presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and
such differences could be material.

Our
significant accounting policies are discussed in Note 1,Basis of Presentation and Significant Accounting Policies, of the Notes to
Consolidated Financial Statements, included in Item 8,Financial Statements and Supplementary Data, of this Annual Report on
Form 10-K/A. Management believes that the following accounting policies are the most critical to aid in fully understanding and evaluating our reported financial results, and they
require management's most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. Management has reviewed these
critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.

Revenue Recognition

Monster.Our Monster division primarily earns revenue from the placement of job postings on the websites within the Monster network, access
to the Monster network's online résumé database and other ancillary services. We recognize revenue at the time that job postings are displayed on the Monster network
websites. Revenue earned from subscriptions to the Monster network's résumé database is recognized over the length of the underlying subscriptions, typically from two
weeks to twelve months. Revenue associated with multiple element contracts is allocated based on the relative fair value of the services included in the contract. Unearned revenues are reported on the
balance sheet as deferred revenue.

Advertising & Communications.Our Advertising & Communications division derives revenue from job advertisements placed in
newspapers, Internet career job boards such as Monster and other media, plus associated fees for related services. Revenue is recorded net of media placement costs, which are passed on to the
customer. Revenue is generally recognized upon placement date for newspapers and other print and offline media. Online media revenue is recognized when services are purchased.

Asset Impairment

Business Combinations, Goodwill and Intangible Assets.The purchase method of accounting requires that assets acquired and liabilities
assumed be recorded at their fair values on the date of a business acquisition. Our consolidated financial statements and results of operations reflect an acquired business from the completion date of
an acquisition. The costs to acquire a business, including transaction, integration and restructuring costs, are allocated to the fair value of net assets acquired upon acquisition. Any excess of the
purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill.

The
judgments that we make in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact net income in
periods following a business combination. We generally use either the income, cost or market approach to aid in our conclusions of such fair values and asset lives. The income approach presumes that
the value of an asset can be estimated by the net economic benefit to be received over the life of the asset,

35

---



discounted
to present value. The cost approach presumes that an investor would pay no more for an asset than its replacement or reproduction cost. The market approach estimates value based on what
other participants in the market have paid for reasonably similar assets. Although each valuation approach is considered in valuing the assets acquired, the approach ultimately selected is based on
the characteristics of the asset and the availability of information.

We
evaluate our goodwill annually for impairment or more frequently if indicators of potential impairment exist. The determination of whether or not goodwill has become impaired involves a significant
level of judgment in the assumptions underlying the approach used to determine the value of our reporting units. Changes in our strategy and/or market conditions could significantly impact these
judgments and require reductions to recorded amounts of intangible assets. Based on impairment tests performed, there was no impairment of goodwill for the three years ending December 31, 2005.

Long-lived assets.We review long-lived assets for impairment whenever events or changes in circumstances indicate
that the related carrying amounts may not be recoverable. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which cash flows
are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount and the asset's residual value, if any. In turn, measurement of an impairment
loss requires a determination of fair value, which is based on the best information available. We use internal discounted cash flows estimates, quoted market prices when available and independent
appraisals, as appropriate, to determine fair value. We derive the required cash flow estimates from our historical experience and our internal business plans and apply an appropriate discount rate.

Income Taxes

We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. While we have considered projected future taxable
income and ongoing tax planning strategies in assessing the need for the valuation allowance, in the event we were to determine that it would be able to realize a net deferred tax asset in the future,
in excess of the net recorded amount, an adjustment to the deferred tax asset would increase earnings in the period such determination was made. Likewise, should we determine that we would not be able
to realize all or part of our net deferred tax asset in the future, an adjustment to the deferred tax asset would decrease earnings in the period such determination was made. Our future effective tax
rates could be adversely
affected by earnings being lower than anticipated in countries where we have lower statutory rates, changes in the valuation of our deferred tax assets or liabilities, or changes in tax laws or
interpretations thereof. In addition, our filed tax returns are subject to the examination by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse
outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.

In
connection with the restatement of our consolidated financial statements due to stock option adjustments, we recorded deferred tax benefits on the non-cash stock based compensation
expense ratably over the option vesting periods for grants to individuals who were employed in tax jurisdictions where a tax deduction is available. Under required accounting standards, we do not
record anticipated loss of tax benefits due to market declines in the value of the Company's common stock.

Section 162(m)
of the Internal Revenue Code provides important limitations which affect the ultimate realization of tax benefits on non-cash stock based compensation expense for
U.S. based executives. In accordance with Section 162(m), non-performance based compensation in excess of $1 million paid to the Chief Executive Officer and the 4 other
listed officers, whose salary is disclosed in the annual proxy for the year in which the salary, is paid is not deductible. In order for the limitation to apply the executive must still be employed at
the end of the year in which the payment occurs.

36

---



Section 162(m)
provides that stock options that are in-the money at the time of grant do not qualify as performance based compensation and are potentially subject to the
$1 million salary deduction limitation in the year in which the executive exercises the option. The executive's status as a listed officer in the year of exercise, the amount of total
non-performance based compensation received, and whether the executive is still employed at the end of the year of exercise determines whether the limitation applies.

In
recording deferred tax assets, we do not anticipate whether recorded tax benefits could be subject to Section 162(m) limitations. In the restated consolidated financial statements we
recorded deferred tax assets ratably as the non-cash stock based compensation expense is recognized in the statement of operations, and in accordance with the applicable vesting periods.

To
the extent actual events are inconsistent with the initial assumption and tax benefits are not ultimately realized, we reverse the recorded tax benefits in the year in which such events occur. When
options are cancelled or expire unexercised, recorded tax benefits are reversed to additional paid in capital to the extent of previous credits to additional paid in capital for excess tax benefits,
and then to the income tax provision. If a Section 162(m) limitation is determined to apply, the disallowance of tax benefits is reflected by reducing previously recorded tax benefits in the
year of exercise by reversing the
recorded deferred tax asset to the income tax provision on the statement of operations. Future year's financial results may be impacted due to events inconsistent with the underlying assumptions.

Stock Based Compensation

We account for stock based compensation in accordance with Accounting Principles Board ("APB") Opinion No. 25,Accounting for Stock Issued to
Employees("APB 25"). Under APB 25, generally, no compensation expense is recognized in connection with the awarding of stock option grants to employees provided that, as of
the grant date, all terms associated with the award are fixed and the quoted market price of the stock is equal to or less than the amount an employee must pay to acquire the stock as defined. For
fixed awards, compensation expense is measured as the excess, if any, of the quoted market price of our common stock at the date of grant over the exercise price of the option granted. Compensation
expense for fixed awards is recognized ratably over the vesting period on a straight-line basis.

As
a result of the review of the Special Committee, it was determined that the exercise price of a substantial number of stock option grants during the periods between 1997 through March 31,
2003 differed from the fair market value of the underlying shares on the measurement date. In nearly all cases, the stock price on the assigned date was lower, sometimes substantially lower, than the
price on the date the award was actually granted. As a result, we have recorded a pre-tax non-cash cumulative charge of $339.6 million ($271.9 million on an
after-tax basis) in our consolidated financial statements through December 31, 2005 to reflect additional stock based compensation costs.

Restatement Methodology

Historically, we have generally accounted for stock option grants as if the options were granted at an exercise price no less than fair market value as indicated by the closing
price of a share of our common stock trading on the NASDAQ National Market on either the "as of" date reflected on the relevant UWC of the Compensation Committee of the Board of Directors or the date
of minutes of an actual Compensation Committee meeting ("Minutes"). A majority of stock options granted during the period under review were granted pursuant to UWC's. The UWC's, by their terms,
typically referred to an attached Schedule A listing the specific names of the grantees and the number of shares subject to each option. The UWC's that have been located by the Company,
however, either have no Schedule A annexed to them, or where one is attached, it frequently does not match our electronic stock option database.

37

---



We
have therefore concluded that neither the "as of" dates referenced on Compensation Committee UWC's nor the dates of Minutes can be relied on as proper option grant measurement dates. We have been
unable to ascertain with any degree of certainty when, if ever, UWC's or Minutes with full, complete and final Schedule A's were reviewed and approved by the Compensation Committee.

In
light thereof, we have concluded that the most appropriate and accurate source of data to determine option grant measurement dates is the electronic record of option grant information in its
electronic stock option database program known as Transcentive, which went into use in late 1998. The entry into Transcentive of the specific grantee information as to each stock option grant
constituted an acknowledgement by the Company to the grantee of the grantee's legal entitlement to the grant and, in the absence of authoritative information as to when grants were actually approved
by the Company provides an appropriate measurement date framework based on entitlement. For option grants made subsequent to the implementation of Transcentive, we have calculated the restated
intrinsic value using a grant measurement date based on when the option data was entered into the database program (the "Creation Date"). For options granted prior to the implementation of
Transcentive, the new measurement date was determined by applying the average lag time between the "as of" date and the Creation Date for options granted subsequent to the implementation of
Transcentive to the original option grant date in order to approximate a reliable measurement date. The average lag period between the date as of which UWC's were executed and the date that options
purportedly granted by such consents were inputted into our Transcentive system was ninety-seven days. For grants prior to December 1998, we have therefore used measurement dates equating to
ninety-seven days following the date as of which the UWC relating to such options were executed.

The
calculation of the non-cash stock based compensation charge resulting from the Special Committee's investigation required significant estimation and assumption. The estimates we used
in deriving the amounts in our consolidated financial statements were based on historical trends and internal information. A significant amount of judgment was required in examining each separate
option grant and also in determining the new measurement dates applied to each grant in our calculation. For instance, the Creation Date methodology utilized to calculate the non-cash
stock based compensation charge has caused certain groups of options which were originally granted on a single date to be re-measured across a number of distinct and different dates. In
addition, the historic volatility in our stock price had potentially significant influence on the results of our calculation of the non-cash stock based compensation charge. For example, a
$1 movement in the new measurement date price of each option award would result in a difference of approximately $26.6 million in the cumulative charge we have reported. Due to the volatility
of the Company's common stock, the use of another measurement date could have resulted in a substantially higher or lower compensation expense. This in turn would have caused net income or loss to be
different than amounts reported in the restated consolidated financial statements. The following table illustrates the historic volatility in the trading of our common stock by reference to the high
and low closing price of our common stock from 1997-2005, as reported by Nasdaq (prices are adjusted to reflect stock split):

Year

High

Low1997

$
14.25

$
6.441998


21.00


10.251999


80.16


19.502000


92.38


46.442001


66.38


27.242002


47.21


8.502003


29.19


8.062004


33.83


17.932005


41.36


22.92


38

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RESULTS OF OPERATIONS

Consolidated operating results as a percent of revenue follows:

|                                                       |                                                   | Years Ended December 31,
|------------------------------------------------------ | ------------------------------------------------- | ------------------------
|
|
|
|Revenue                                                |                                                   | 100.0%                  
|                                                      
|                                                       | Salaries and related*                             |                         
|                                                       | Office and general                                |                         
|                                                       | Marketing and promotion                           |                         
|                                                       | Business reorganization and other special charges |                         
|                                                      
|                                                       |                                                   | Total operating expenses
|                                                      
|Operating income                                       |                                                   | 16.6%                   
|Interest and other, net                                |                                                   | 0.6%                    
|                                                      
|Income from continuing operations before income taxes  |                                                   | 17.3%                   
|Income taxes                                           |                                                   | 6.2%                    
|Losses in equity interest                              |                                                   | -0.3%                   
|                                                      
|Income (loss) from continuing operations               |                                                   | 10.8%                   
|Income (loss) from discontinued operations, net of tax |                                                   | -0.8%                   
|                                                      
|Net income (loss)                                      |                                                   | 9.9%                    
|                                                      

*Includes
the impact on our continuing operations of the non-cash stock based compensation costs in all periods.

The Year Ended December 31, 2005 Compared to the Year Ended December 31, 2004

Monster

The operating results of our Monster division for the years ended December 31, 2005 and 2004 are as follows:

(dollars in thousands)2005

% of
Revenue

2004

% of
Revenue

Increase

% IncreaseRevenue

$
818,271

100.0

$
593,909

100.0

$
224,362

37.8Selling, general and administrative


581,243

71.1


433,066

72.9


148,177

34.2Depreciation and amortization


30,529

3.7


24,875

4.2


5,654

22.7Operating income

$
206,499

25.2

$
135,968

22.9

$
70,531

51.9


Our
Monster division's increase in revenue over the prior year was primarily driven by our North American and European operations. North American revenue increased 30.7% and represents 77.1% of our
total Monster revenue. The increase in revenue is a direct result of investments we made in our sales force in the latter half of 2004, our expanded reach in overseas markets, strategic acquisitions
completed in 2004 and 2005 and improved labor markets in key geographic areas. In addition our eCommerce product, which allows our clients to service their accounts online without assistance,
continues to attract new customers and generate strong revenue. Revenue in our international operations increased 68.8% over 2004 as our acquisitions of jobpilot GmbH in Germany and Emailjob.com in
France increased our presence in these two key European markets. In addition, we acquired JobKorea in the fourth quarter of 2005, an online recruitment website in South Korea. The

39

---



acquisition
of JobKorea provides us with a leading presence in one of Asia's largest and emerging online markets. Additional increases in international revenue resulted from our continued investments
in sales force expansion and marketing efforts throughout Europe.

Our
North American operations accounted for the entire increase in total operating income over the 2004 period. North American management has been diligently managing costs and expanding operating
margins. Expenses increased across the division primarily due to the addition of sales force and incremental costs associated with businesses that we acquired. In addition, we increased our marketing
and promotion efforts across the division by 30.9% compared to the 2004 period, as we continue to promote the Monster brand and establish ourselves in new emerging markets. Although operating expenses
increased in 2005, as a percentage of Monster revenue, these expenses decreased from 77.1% in 2004 to 74.8% in 2005. North American operating income was $211.3 million for the 2005 period, a
57.5% increase over the prior year. Our international operations posted a $4.8 million operating loss in 2005, reflecting investments in marketing and additional sales force. As we enter into
2006, management is very encouraged by the potential growth opportunities for our business, particularly internationally.

Quarterly
revenues, operating income and operating margin data for our Monster segment in the 2005 periods are as follows:

|(dollars in thousands) |  | Q1 2005 |         | Q2 2005 |   | Q3 2005 |   | Q4 2005 |         | FY 2005 |  
|---------------------- |  | ------- | ------- | ------- | - | ------- | - | ------- | ------- | ------- | -
|
|Revenue                |  | $       | 189,534 |         | $ | 198,091 |   | $       | 206,834 |         | $
|Operating income       |  | $       | 44,477  |         | $ | 48,215  |   | $       | 54,585  |         | $
|Operating margin       |  |         | 23.5    | %       |   | 24.3    | % |         | 26.4    | %       |  

Our
Monster segment experienced strong revenue growth in each quarter of 2005 primarily due to productivity from our sales force, strategic acquistions in key international markets and an impoved
global employment market. In addition, our acquisitions of Emailjob.com and JobKorea in the first and fourth quarters of 2005 has given us a presence in two key international markets. We maintained
strong margin growth in each quarter, despite continued investments in product, technology and sales force expansion. Our quarterly results for our Monster segment were not impacted by the
non-cash stock based compensation expense adjustments.

Advertising & Communications

The operating results of our Advertising & Communications division for the years ended December 31, 2005 and 2004 are as follows:

(dollars in thousands)2005

% of
Revenue

2004

% of
Revenue

Increase
(decrease)

% Increase
(decrease)Revenue

$
168,646

100.0

$
162,222

100.0

$
6,424

4.0Selling, general and administrative


147,308

87.3


152,957

94.3


(5,649
)
-3.7Depreciation and amortization


6,226

3.7


7,073

4.4


(847
)
-12.0Operating income

$
15,112

9.0

$
2,192

1.4

$
12,920

589.4


Advertising &
Communications' revenue primarily increased due to higher demand of online and print advertising in North America. Revenue in North America increased 12.5% over the 2004 period,
while our international revenue declined 3.6% in 2005, primarily as a result of sluggish levels of help-wanted advertising and a higher unemployment rate in the United Kingdom compared to
2004. The revenue increases in North America were primarily realized in the higher commission online space, while commissions earned on the sales of traditional media have been in decline due to
client losses and

40

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migration
to the Internet. For the year ended December 31, 2005, the division recognized approximately $25.7 million of revenue related to the sale of certain Monster products to
customers, an increase of 93.9% over the $13.3 million of revenue the division recorded in the same period of 2004.

Operating
income increased substantially versus the prior year period primarily due to increased revenue in North America and disciplined management of core operating expenses across all geographic
regions. Management is continually analyzing the cost structure of the business to ensure that costs are in line with revenues. During 2006, the Company disposed of its global Advertising &
Communications business in five separate transactions, to focus its resources on the Monster business.

Quarterly
revenues, operating income and operating margin data for our Advertising & Communications segment in the 2005 periods are as follows:

(dollars in thousands)

Q1 2005

Q2 2005

Q3 2005

Q4 2005

FY 2005(As restated)

(As restated)

(As restated)

(As restated)

(As restated)Revenue

$
42,519

$
40,888

$
42,454

$
42,785

$
168,646Operating income

$
2,439

$
763

$
4,447

$
7,463

$
15,112Operating margin


5.7
%

1.9
%

10.5
%

17.4
%

9.0
%


Strict
cost management in our North American Advertising & Communications division resulted in our improved operating profit over the course of 2005, despite relatively flat revenue
performance. Throughout 2005, we experienced a relatively weak print advertising market overseas, primarily in the United Kingdom. Our quarterly results for our Advertising & Communications
segment were not impacted by the non-cash stock based compensation expense adjustments.

Consolidated Operating Expenses and Operating Income

Consolidated operating expenses and operating income for the years ended December 31, 2005 and 2004 are as follows:

Consolidated Operating Expenses

|(dollars in thousands)  |  |   |         |  |      |  |   |         |  |      |  |  
|----------------------- |  | - | ------- |  | ---- |  | - | ------- |  | ---- |  | -
|
|
|Salaries and related    |  | $ | 439,465 |  | 44.5 |  | $ | 361,372 |  | 47.8 |  | $
|Office and general      |  |   | 187,204 |  | 19.0 |  |   | 158,975 |  | 21.0 |  |  
|Marketing and promotion |  |   | 196,070 |  | 19.9 |  |   | 150,359 |  | 19.9 |  |  
|                        |  |   |         |  |      |  |   |         |  |      |  |  
|Operating expenses      |  |   | 822,739 |  | 83.4 |  |   | 670,706 |  | 88.7 |  |  
|                        |  |   |         |  |      |  |   |         |  |      |  |  
|Operating income        |  | $ | 164,178 |  | 16.6 |  | $ | 85,425  |  | 11.3 |  | $
|                        |  |   |         |  |      |  |   |         |  |      |  |  

Except
for the non-cash stock based compensation adjustments in 2004 and 2005, our Monster division accounted for substantially all of the year over year increase in total operating
expenses, stemming mainly from the hiring initiatives we undertook in the latter half of 2004, costs associated with marketing programs and acquisitions. Costs associated with our hiring initiatives
mainly reflect increased headcount in sales and support staff and incremental commissions paid to sales staff in connection with the improved revenue base. In addition, we continue to invest in the
Monster brand, both in North America and in key international markets. Included in salaries and related expenses is $12.2 million and $13.1 million in 2005 and 2004, respectively, of
non-cash stock based compensation expense relating to the stock option findings of the Special Committee. The stock option adjustments impacting continuing operations are recorded as a
component of corporate expenses for all periods presented. Our marketing and promotion in the 2005 period includes resources allocated to re-brand

41

---



our
jobpilot GmbH properties. Corporate expenses increased $4.7 million over 2004 mainly due to severance related to former executives and slightly higher salary and related expenses. However,
as a percentage of revenue, corporate expenses decreased from 7.0% in 2004 to 5.8% in 2005. We remain committed to analyzing our expense infrastructure to ensure that costs are in line with revenues,
especially given the uneven employment market in North America and Europe.

Quarterly
revenues, operating income and operating margin data for our consolidated results in the 2005 periods are as follows:

(dollars in thousands)

Q1 2005

Q2 2005

Q3 2005

Q4 2005

FY 2005(As restated)

(As restated)

(As restated)

(As restated)

(As restated)Revenue

$
232,053

$
238,979

$
249,288

$
266,597

$
986,917Operating income

$
33,608

$
36,717

$
41,124

$
52,729

$
164,178Operating margin


14.5
%

15.4
%

16.5
%

19.8
%

16.6
%


Consolidated
revenue grew in each quarter of 2005 primarily as a result of consistent revenue growth in our Monster operating segment. Monster continued to take advantage of the secular shift of help
wanted advertising online and establish its presence in key geographic markets. Our consolidated operating income includes the impact of our non-cash stock based compensation expense,
which is recorded as a component of our "corporate operating expenses." Despite the stock option adjustments, we still experienced margin expansion and strong operating growth at the Monster division
offset by higher corporate and technology expenses.

Income Taxes

Income taxes for the years ended December 31, 2005 and 2004 are as follows:

|                                                           |  | December 31, |         | Increase
|---------------------------------------------------------- |  | ------------ | ------- | --------
|
|
|
|
|
|Income (loss) from continuing operations before income tax |  | $            | 170,407 |         
|Income taxes                                               |  |              | 60,809  |         
|Effective tax rate                                         |  |              | 35.7    | %       

Our
effective tax rates differ from the statutory rate due to the impact of state and local income taxes, certain nondeductible expenses, foreign earnings taxed at different tax rates and valuation
allowances. Included in income tax expense in the 2005 and 2004 period is $3.4 million and $1.0 million of income tax benefits relating to the stock option findings of the Special
Committee. Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates, changes in the valuation of our
deferred tax assets or liabilities, or changes in tax laws or interpretations thereof. In addition, our filed tax returns are subject to the examination by the Internal Revenue Service and other tax
authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.

Earnings Per Share

Diluted earnings per share increased 61% in 2005, even as diluted weighted average shares outstanding increased by approximately 5.0 million shares over 2004. The share
increase is mainly the result of incremental dilution associated with a higher average stock price in 2005, as well as additional share issuances related to stock option exercises. Income from
continuing operations was 10.8% of total revenue in 2005, compared to 7.0% in 2004.

42

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The Year Ended December 31, 2004 Compared to the Year Ended December 31, 2003

Monster

The operating results of our Monster division for the years ended December 31, 2004 and 2003 are as follows:

|(dollars in thousands)              |  | 2004 |         | % of
Revenue |       | 2003 |   | % of
Revenue |  | Increase |  | % Increase
|----------------------------------- |  | ---- | ------- | ------------ | ----- | ---- | - | ------------ |  | -------- |  | ----------
|Revenue                             |  | $    | 593,909 |              | 100.0 |      | $ | 412,796      |  | 100.0    |  | $         
|                                    |  |      |         |              |       |      |   |              |  |          |  |           
|Selling, general and administrative |  |      | 433,066 |              | 72.9  |      |   | 317,879      |  | 77.0     |  |           
|Depreciation and amortization       |  |      | 24,875  |              | 4.2   |      |   | 16,056       |  | 3.9      |  |           
|                                    |  |      |         |              |       |      |   |              |  |          |  |           
|Operating income                    |  | $    | 135,968 |              | 22.9  |      | $ | 78,861       |  | 19.1     |  | $         
|                                    |  |      |         |              |       |      |   |              |  |          |  |           

Under
slightly improved economic conditions in 2004, our Monster division was able to significantly increase revenue by investing in sales staff and focusing their resources on expanding our customer
base to incorporate more regionally located small and medium-sized businesses, particularly in the United States. We began advertising campaigns in the top 28 U.S. markets in 2004 to help capture a
larger piece of what we believe to be a $2 billion help-wanted advertising market for small and medium-sized businesses. In addition, we maintained our emphasis on providing a high
level of customer service and were able realize higher client retention rates than in the prior period. In North America, our operations posted strong organic growth and we began to see signs of a
stable labor environment evidenced by a significant increase in orders booked by our sales staff versus the prior period. We also continued to see an improvement in our European operations where we
are witnessing increased migration toward on-line employment and recruitment tools. Our European operations also benefited in 2004 from our acquisition of jobpilot GmbH in April and a
weaker U.S. dollar. All of our 2004 acquisitions, which were made to expand our Monster network, contributed $60.9 million of revenue to Monster for the year ended December 31, 2004.

Core
operating expenses at the Monster division increased primarily due to the addition of approximately 500 sales staff across North America, Europe and the Asia-Pacific region and the
effect of acquisitions completed in 2004. Acquisitions contributed $50.8 million to our core operating expenses for the year ended December 31, 2004. In addition, we continued to promote
and market the Monster brand globally. We increased and redirected portions of our marketing and
promotion expense in 2004 to attract higher quality traffic to our website and compete head-to-head with local newspapers in the top 28 metropolitan markets in the United
States. Amortization of intangibles was up significantly in the 2004 period due to the four acquisitions that we completed in 2004. In total, we recognized $46 million of amortizable intangible
assets in connection with our 2004 acquisitions.

Quarterly
revenues, operating income and operating margin data for our Monster segment in the 2004 periods are as follows:

(dollars in thousands)

Q1 2004

Q2 2004

Q3 2004

Q4 2004

FY 2004(As restated)

(As restated)

(As restated)

(As restated)

(As restated)Revenue

$
122,162

$
141,904

$
157,679

$
172,164

$
593,909Operating income

$
22,706

$
30,528

$
34,642

$
48,092

$
135,968Operating margin


18.6
%

21.5
%

22.0
%

27.9
%

22.9
%


Our
Monster division increased revenue in each quarter as our business in North America benefited from an improved domestic employment market and our focus shifted to smaller and medium-sized
businesses. Operating profit and margin expansion remained strong as we became more disciplined with our cost structure and realized additional benefits from our restructuring initiatives in late
2003. Our

43

---



quarterly
results for our Monster segment were not impacted by the non-cash stock based compensation expense adjustments.

Advertising & Communications

The operating results of our Advertising & Communications division for the years ended December 31, 2004 and 2003 are as follows:

|(dollars in thousands)              |  | 2004 |         | % of
Revenue |       | 2003 |   | % of
Revenue |   | Increase
(decrease) |  | % Increase
(decrease)
|----------------------------------- |  | ---- | ------- | ------------ | ----- | ---- | - | ------------ | - | ------------------- |  | ---------------------
|Revenue                             |  | $    | 162,222 |              | 100.0 |      | $ | 139,302      |   | 100.0               |  | $                    
|                                    |  |      |         |              |       |      |   |              |   |                     |  |                      
|Selling, general and administrative |  |      | 152,957 |              | 94.3  |      |   | 156,329      |   | 112.2               |  |                      
|Depreciation and amortization       |  |      | 7,073   |              | 4.4   |      |   | 6,496        |   | 4.7                 |  |                      
|                                    |  |      |         |              |       |      |   |              |   |                     |  |                      
|Operating income (loss)             |  | $    | 2,192   |              | 1.4   |      | $ | (23,523      | ) | -16.9               |  | $                    
|                                    |  |      |         |              |       |      |   |              |   |                     |  |                      

Advertising &
Communication's revenue increased primarily due to stronger help wanted print advertising in North America compared to the prior period. With the discontinuation of our
Advertising & Communications businesses in Continental Europe, revenue in North America comprised 46.7% of the segment's business in 2004, while international accounted for the remaining 53.3%.
We continued to incentivize our Advertising & Communications division to promote and cross-sell Monster services. As a result, the division recognized approximately
$13.3 million and $13.2 million of commissions on the sale of certain Monster products for the periods ending December 31, 2004 and 2003, respectively. Revenue in the 2004 period
also increased $9.2 million as a result of a weaker U.S. dollar in the 2004 period.

The
weaker U.S. dollar in 2004 increased core operating expenses by $7.4 million, which was partially offset by lower corporate and technology costs charged to the division and lower
amortization expense. The division's North American business was profitable as it focused on and made significant operational improvements to bring costs in line with revenues in the 2004 period. In
December 2004, we exited our Advertising & Communications business in certain countries in Continental Europe in order to focus our efforts more fully on our Monster operations. We
intend to continue the efforts that began in late 2004, and improve the cost structure of our remaining European operations, which are now primarily located in the United Kingdom. During 2006, the
Company disposed of its global Advertising & Communications business in five separate transactions, to focus its resources on the Monster business.

Quarterly
revenues, operating income (loss) and operating margin data for our Advertising & Communications segment in the 2004 periods are as follows:

(dollars in thousands)

Q1 2004

Q2 2004

Q3 2004

Q4 2004

FY 2004(As restated)

(As restated)

(As restated)

(As restated)

(As restated)Revenue

$
39,048

$
39,424

$
40,940

$
42,810

$
162,222Operating income (loss)

$
1,168

$
1,478

$
1,646

$
(2,100
)
$
2,192Operating margin


3.0
%

3.7
%

4.0
%

-4.9
%

1.4
%


Our
Advertising & Communications revenue grew in each quarterly period in 2004 as our business in the North America benefited from an increasing help-wanted print advertising market
and higher commissions from the sale of Monster products. Our margins remained steady through the first three quarters of 2004 as we remained disciplined in our cost structure. Our operating income
and margins were negatively impacted by certain severance costs incurred in the fourth quarter of 2004. Our quarterly results for our Advertising & Communications segment were not impacted by
the non-cash stock based compensation expense adjustments.

44

---



Consolidated Operating Expenses and Operating Income

Consolidated operating expenses and operating income for the years ended December 31, 2004 and 2003 are as follows:

(dollars in thousands)

2004

% of
Revenue

2003

% of
Revenue

Increase
(decrease)

%
Increase(As restated)

(As restated)

(As restated)

(As restated)

(As restated)

(As restated)Salaries and related

$
361,372

47.8

$
276,580

50.1

$
84,792

30.7Office and general


158,975

21.0


133,389

24.2


25,586

19.2Marketing and promotion


150,359

19.9


116,100

21.0


34,259

29.5Business reorganization and other special charges







45,396

8.2


(45,396
)
(100.0
)Operating expenses


670,706

88.7


571,465

103.5


99,241

17.4Operating income (loss)

$
85,425

11.3

$
(19,367
)
(3.5
)
$
104,792

(541.1
)


Except
for the non-cash stock based compensation adjustments in 2004 and 2005, the increase in consolidated operating expenses is primarily due to increased headcount at Monster, higher
bonus accruals as internal operating targets were exceeded, increased marketing expenditures in North America and Europe, acquisitions and foreign currency translation rates. In addition, our office
and general expenses increased as we incurred additional professional fees, primarily related to accounting and Sarbanes-Oxley compliance and higher depreciation expense versus the 2003 period. Our
marketing and promotion expenses increased as a result of increased Monster branding efforts across each of our geographic regions. Included in salaries and related expenses is $13.1 million
and $23.5 million in 2004 and 2003, respectively, of non-cash stock based compensation expense relating to the stock option findings of the Special Committee. The stock option
adjustments impacting continuing operations are recorded as a component of corporate expenses for all periods presented. Acquisitions completed in 2004 contributed $55.8 million to the increase
in our consolidated operating expenses. Amortization expense, which is included as a component of office and general, was higher in the 2004 period due to intangibles valued in connection with our
purchase acquisitions, particularly for jobPilot and Tickle. In addition, the higher operating expenses include a $15.1 million increase as a result of a weaker U.S. dollar in 2004.

(dollars in thousands)

Q1 2004

Q2 2004

Q3 2004

Q4 2004

FY 2004(As restated)

(As restated)

(As restated)

(As restated)

(As restated)Revenue

$
161,210

$
181,328

$
198,619

$
214,974

$
756,131Operating income

$
12,892

$
19,328

$
23,277

$
29,928

$
85,425Operating margin


8.0
%

10.7
%

11.7
%

13.9
%

11.3
%


Revenue
grew in each quarter primarily as a result of sequential quarterly growth in our Monster operating segment, coupled with an improving help-wanted print advertising market in our
Advertising & Communications division. Monster continued to take advantage of the secular shift of help wanted advertising online and establish its presence in key geographic markets. Our
consolidated operating income includes the impact of our non-cash stock based compensation expense, which is recorded as a component of our "corporate operating expenses." Despite the
stock option adjustments, we still experienced margin expansion and strong operating growth at the Monster division offset by higher corporate and technology expenses.

45

---



Income Taxes

Income taxes for the years ended December 31, 2004 and 2003 are as follows:

December 31,

Increase2004

2003

$

%(As restated)

(As restated)

(As restated)

(As restated)Income (loss) from continuing operations before income taxes

$
84,415

$
(20,612
)
$
105,027

(509.5
)Income taxes


31,636


2,341


29,295

1,251.4Effective tax rate


37.5
%

-11.4
%


Our
effective tax rates differ from the statutory rate due to the impact of state and local taxes, certain nondeductible expenses (including business reorganization and spin-off costs in
2003), foreign earnings taxed at different tax rates and valuation allowances. Included in income tax expense in the 2004 and 2003 period is $1.0 million and $5.8 million of income tax
benefits relating to the stock option findings of the Special Committee. Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have
lower statutory rates, changes in the valuation of our deferred tax assets or liabilities, or changes in tax laws or interpretations thereof. In addition, our filed tax returns are subject to
examination by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our
provision for income taxes.

Earnings Per Share

Diluted earnings per share were $0.49 compared to a loss of $0.97 in the 2003 period. The loss in the 2003 period mainly stems from business reorganization and other special
charges we incurred in the first half of that year and the effect of our stock option adjustments. Diluted weighted average shares in the 2004 period increased mainly as a result of incremental
dilution associated with a higher average stock price in the 2004 period, as well as additional share issuances for stock option exercises. Income from continuing operations was 7.0% of total revenue
in the 2004 period, compared to a loss from continuing operations of $23.0 million in the 2003 period.

Financial Condition

The following table details our cash and cash equivalents, marketable securities and cash flow components:

Years Ended December 31,(in thousands)2005

2004

2003Cash and cash equivalents

$
196,597

$
198,111

$
142,255Marketable securities


123,747





Cash and cash equivalents and marketable securities

$
320,344

$
198,111

$
142,255Percentage of total assets, as restated


19.1%


12.7%


12.2%Cash provided by operating activities of continuing operations

$
241,213

$
133,232

$
28,725Cash used for investing activities of continuing operations


(301,947
)

(129,677
)

(35,198
)Cash provided by financing activities of continuing operations


83,908


100,012


(27,442
)Cash used in discontinued operations


(20,353
)

(50,331
)

(18,587
)Effect of exchange rates on cash


(4,335
)

2,620


3,201


Our
principal capital requirements have been to fund (i) working capital, (ii) marketing and development of our Monster network, (iii) acquisitions (iv) capital
expenditures and (v) the 2003

46

---



spin-off
of Hudson Highland Group, Inc. Prior to the sale of our Directional Marketing segment in the second quarter of 2005, our working capital requirements were generally higher
in the first half of each year, when payments to major Yellow Page directory publishers were at their highest levels. In addition, because of recent business acquisitions and our 2002 and 2003
reorganization initiatives, we have substantial cash commitments over the next several years. These commitments as of December 31, 2005 are as follows (amounts in thousands):

|                                                               |  | Payments due by period
|-------------------------------------------------------------- |  | ----------------------
|
|
|Purchase commitments  advertising contracts(1)                |  | $                     
|Borrowings under financing arrangement and other notes payable |  |                       
|Capital lease obligations                                      |  |                       
|Operating lease obligations                                    |  |                       
|Acquisition notes payable                                      |  |                       
|                                                              
|Total                                                          |  | $                     
|                                                              

In
addition to the cash commitments above, the Company has certain rights and obligations, the amount and likelihood of which are not currently determinable, to acquire a 51% or more interest in its
equity investee, ChinaHR, in the event of an initial public offering by ChinaHR or February 1, 2008, whichever comes first.

Historically,
we have relied on funds provided by operating activities, equity offerings, short and long-term borrowings and seller-financed notes to meet our liquidity needs. We invest
our excess cash predominantly in money market funds, commercial paper that matures within three months of its origination date and in marketable securities, such as auction rate bonds, which are
highly liquid and are of high-quality investment grade with the intent to make such funds readily available for operating and strategic long-term equity investment purposes.

We
believe that our current cash and cash equivalents, marketable securities, revolving credit facility and cash we anticipate to generate from operating activities will provide us with sufficient
liquidity to satisfy our working capital needs, capital expenditures, meet our investment requirements and commitments and fund our share repurchase activities through at least the next twelve months.
Our cash generated from operating activities is subject to fluctuations in the global economy and unemployment rates.

As
of December 31, 2005, we had cash and cash equivalents and marketable securities of $320.3 million, compared to $198.1 million as of December 31, 2004. Our increase in
cash and marketable securities of $122.2 million in the twelve months ended December 31, 2005, primarily relates to our operating and financing activities offset by cash used for
investing activities. Cash provided by operating activities was $221.6 million for the year ended December 31, 2005 and resulted from $106.2 million of income from continuing
operations and $117.6 million of net non-cash items, including $12.2 million related to non-cash stock based compensation expense from the stock option review,
increased by a $25.4 million change in working capital. Strong revenue, accompanied by tight cost control and operating efficiencies, continually improved operating margins and thus cash flows
from operations in 2005. Deferred revenue continued to increase in 2005 and more than offset increases in accounts receivable, displaying our success in driving more business to Monster. Furthermore,
the disposition of our Directional Marketing business significantly improved the

47

---



consistency
of our cash flows from operations and its correlation to operating income from quarter to quarter. Cash flow from operating activities in 2005 was decreased by $19.6 million from
cash used in our discontinued Directional Marketing businesses.

We
used $302.7 million of cash for investing activities for the year ended December 31, 2005. The use of cash mainly reflects our net cash purchase of JobKorea for $89.6 million
and Emailjob SAS for $20.7 million. In addition we paid $50.1 million for a 40% investment in ChinaHR.com. We have certain rights and obligations, the amount and likelihood of which are
not currently determinable, to acquire a 51% or more interest in our equity investee, ChinaHR, in the event of an initial public offering or February 1, 2008, whichever comes first. In the
fourth quarter of 2005, we invested $118.5 million of our cash in marketable debt securities with varying maturity dates. We also paid $28.6 million of indebtedness related to purchase
acquisitions. These uses of cash were substantially offset by $50.1 million of net cash received from the sale of our Directional Marketing and other businesses. Furthermore, we used
$39.8 million of cash for capital expenditures for the year ended December 31, 2005.

Cash
provided by financing activities in the 2005 period consists of $95.0 million of cash received from employee stock option exercises, slightly offset by $1.8 million of payments on
capitalized lease obligations and other miscellaneous indebtedness. In November 2005, our Board of Directors authorized a share repurchase plan up to $100.0 million over
30 months. For the year ended December 31, 2005, we used $7.9 million to repurchase 200,000 shares of common stock under this authorized plan. In addition, during the year ended
December 31, 2005, we used cash of $1.4 million to repurchase shares in connection with a former executive's employment agreement.

Recent Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes (an interpretation of FASB
Statement No. 109") which is
effective for fiscal years beginning after December 15, 2006. The new guidance will be effective for us on January 1, 2007. This interpretation was issued to clarify the accounting for uncertainty in
the amount of income taxes recognized in the financial statements by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. We are currently evaluating the potential impact of this interpretation.

In
September 2006, the FASB issued SFAS No. 157,Fair Value Measurements("SFAS 157"), which clarifies the definition of fair value, establishes a
framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurement. SFAS 157 does not require any new fair value measurements and
eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS 157 will be effective for the Company on January 1, 2008. The Company is currently assessing whether the
adoption of SFAS 157 will have an impact on the Company's financial statements.

In
September 2006, the Securities and Exchange Commission ("SEC") released Staff Accounting Bulletin No. 108,Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements("SAB 108"). SAB 108 provides interpretive guidance on the SEC's views on how the effects of the carryover or
reversal of prior year misstatements should be considered in quantifying a current year misstatement. The provisions of SAB 108 will be effective for the Company for the year ended December 31, 2006.
The Company is currently evaluating the impact of applying SAB 108 but does not believe that the adoption of SAB 108 will have a material effect on the Company's financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

On
January 14, 2005, we amended and restated the terms of our secured revolving credit facility. The amended and restated credit facility provides for maximum borrowings to be increased from

48

---



$100 million
to $125 million at our request under certain conditions and extends the expiration date from April 7, 2006 to June 30, 2008. Under the amended and restated
credit facility, loans will bear interest, at our option at either (1) the higher of (a) prime rate or (b) Federal Funds rate plus 1/2 of 1%, plus a margin
determined by the ratio of our debt to earnings before interest, taxes, depreciation and amortization EBITDA as defined in the amended and restated revolving credit agreement or (2) the London
Interbank Offered Rate LIBOR plus a margin determined by the ratio of our debt to EBITDA as defined in the amended and restated revolving credit agreement. The amended and restated agreement contains
certain covenants which restrict, among other things, our ability to borrow, pay dividends, repurchase our common stock, acquire businesses, distribute assets, guarantee debts of others and lend funds
to affiliated companies and contains criteria on the maintenance of certain financial statement amounts and ratios, all as defined in the agreement. At December 31, 2005, the utilized portion
of our financing agreement was $3.5 million for standby letters of credit and $96.5 million was unused.

We
use forward foreign exchange contracts as cash flow hedges to offset risks related to foreign currency transactions. These transactions primarily relate to non-functional currency
denominated inter-company funding loans and non-functional currency accounts receivable and non-functional currency indebtedness. We do not trade derivative financial
instruments for speculative purposes.

We
have interest rate risk primarily related to our short-term investment portfolio. Our short-term investments will produce less income than expected if market interest rates
fall; therefore our future investment income may fall short of expectations due to changes in market interest rates or we may suffer losses in principal if forced to sell short-term
investments which have declined in market value due to increases in interest rates.

We
have risks related to our short-term investment activities. The primary objective of our investment activities is to preserve principal while at the same time maximizing yields without
significantly increasing risk. To achieve this objective, we maintain our portfolio of cash and cash equivalents and short-term investments in a variety of marketable debt instruments of
high quality issuers, including money market funds, commercial paper, auction rate bonds and bank time deposits. We limit the amount of credit exposure to any one issuer. Our marketable securities are
generally classified as available for sale and consequently are recorded on the balance sheet at fair value with unrealized gains or losses reported as a separate component of accumulated other
comprehensive income. As of December 31, 2005, net unrealized losses on these investments were not material.

We
also conduct operations in 26 foreign countries, including Australia, Belgium, Canada, China, France, Germany, Ireland, India, Italy, the Netherlands, South Korea, Spain, Sweden and the United
Kingdom. For the year ended December 31, 2005, approximately 29% of our revenue was earned outside the United States and collected in local currency and related operating expenses were also
paid in such corresponding local currency. Accordingly, we will be subject to risk for exchange rate fluctuations between such local currencies and the dollar.

The
financial statements of our non-U.S. subsidiaries are translated into U.S. dollars using current rates of exchange, with gains or losses included in the cumulative translation
adjustment account, a component of stockholders' equity. During the year ended December 31, 2005, our cumulative translation adjustment account decreased $62.8 million, primarily
attributable to the strengthening of the U.S. dollar against the Euro, the Swedish Krona and the British Pound.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following are the consolidated financial statements and exhibits of Monster Worldwide, Inc., which are filed as part of this report.

49

---





MONSTER WORLDWIDE, INC.  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                              |  | Page No.
|----------------------------------------------------------------------------- |  | --------
|Report of Independent Registered Public Accounting Firm                       |  | 51      
|Consolidated Balance Sheets (As restated)                                     |  | 52      
|Consolidated Statements of Operations (As restated)                           |  | 53      
|Consolidated Statements of Stockholders' Equity (As restated)                 |  | 54      
|Consolidated Statements of Cash Flows (As restated)                           |  | 55      
|Notes to Consolidated Financial Statements (As restated)                      |  | 56      
|Supplemental Data: Financial Information by Quarter (Unaudited) (As restated) |  | 93      

(All
other items on this report are inapplicable)

50

---





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board
of Directors and Stockholders
Monster Worldwide, Inc.
New York, New York

We
have audited the accompanying consolidated balance sheets of Monster Worldwide, Inc. (the "Company") as of December 31, 2005 and 2004 and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Monster Worldwide, Inc. at December 31, 2005
and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005,in conformity
with accounting principles generally accepted in the United States of America.

As
discussed in Note 2, the accompanying consolidated balance sheets as of December 31, 2005 and 2004 and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period ended December 31, 2005 have been restated.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Monster Worldwide, Inc.'s internal control over
financial reporting as of December 31, 2005, based on criteria established inInternal ControlIntegrated Frameworkissued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated February 3, 2006 (December 11, 2006 as to the effect of the material weakness described in
Management's Report on Internal Control over Financial Reporting (as revised)) expressed an unqualified opinion on management's assessment on the effectiveness of internal control over financial
reporting and an adverse opinion on the effectiveness of internal control over financial reporting because of the existence of a material weakness.

|                                                                                                                                                 |  |  |  | /s/BDO SEIDMAN, LLPBDO Seidman, LLP
|------------------------------------------------------------------------------------------------------------------------------------------------ |  |  |  | -----------------------------------
|New York, New York
February 3, 2006, except for the effects of the restatement discussed in Note 2 and Note 17 which are as of December 11, 2006 |  |  |  |                                    

51

---



MONSTER WORLDWIDE, INC.  CONSOLIDATED BALANCE SHEETS  (in thousands, except per share amounts)

|                                                   |                                                                                                                                                                    | December 31,                               |       
|-------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | ------
|
|
|ASSETS                                             |                                                                                                                                                                    |                                            |       
|Current assets:                                    |                                                                                                                                                                    |                                            |       
|                                                   | Cash and cash equivalents                                                                                                                                          |                                            | $     
|                                                   | Available-for-sale securities                                                                                                                                      |                                            |       
|                                                   | Accounts receivable, net of allowance for doubtful accounts of $14,067 and $12,551 in 2005 and 2004, respectively                                                  |                                            |       
|                                                   | Prepaid and other                                                                                                                                                  |                                            |       
|                                                   | Current assets of discontinued operations                                                                                                                          |                                            |       
|                                                   |                                                                                                                                                                   
|                                                   |                                                                                                                                                                    | Total current assets                       |       
|                                                   |                                                                                                                                                                   
|                                                   | Property and equipment, net                                                                                                                                        |                                            |       
|                                                   | Goodwill                                                                                                                                                           |                                            |       
|                                                   | Intangibles, net                                                                                                                                                   |                                            |       
|                                                   | Investment in unconsolidated affiliate                                                                                                                             |                                            |       
|                                                   | Other assets                                                                                                                                                       |                                            |       
|                                                   | Non-current assets of discontinued operations                                                                                                                      |                                            |       
|                                                   |                                                                                                                                                                   
|                                                   |                                                                                                                                                                    | Total assets                               |       
|                                                   |                                                                                                                                                                   
|LIABILITIES AND STOCKHOLDERS' EQUITY               |                                                                                                                                                                    |                                            |       
|Current liabilities:                               |                                                                                                                                                                    |                                            |       
|                                                   | Accounts payable                                                                                                                                                   |                                            | $     
|                                                   | Accrued expenses and other current liabilities                                                                                                                     |                                            |       
|                                                   | Income taxes payable                                                                                                                                               |                                            |       
|                                                   | Deferred revenue                                                                                                                                                   |                                            |       
|                                                   | Current portion of long-term debt                                                                                                                                  |                                            |       
|                                                   | Current liabilities of discontinued operations                                                                                                                     |                                            |       
|                                                   |                                                                                                                                                                   
|                                                   |                                                                                                                                                                    | Total current liabilities                  |       
|                                                   |                                                                                                                                                                   
|Long-term debt, less current portion               |                                                                                                                                                                    |                                            | 15,678
|Deferred income taxes                              |                                                                                                                                                                    |                                            | 22,374
|Other long-term liabilities                        |                                                                                                                                                                    |                                            | 1,377 
|Non-current liabilities of discontinued operations |                                                                                                                                                                    |                                            |      
|                                                   |                                                                                                                                                                   
|                                                   |                                                                                                                                                                    | Total liabilities                          |       
|                                                   |                                                                                                                                                                   
|Commitments and contingencies (Note 14)            |                                                                                                                                                                    |                                            |       
|Stockholders' equity:                              |                                                                                                                                                                    |                                            |       
|                                                   | Preferred stock, $.001 par value, authorized 800 shares; issued and outstanding: none                                                                              |                                            |       
|                                                   | Common stock $.001 par value, authorized 1,500,000 shares; issued: 121,830 and 116,697 shares, respectively; outstanding: 120,703 and 115,770 shares, respectively |                                            |       
|                                                   | Class B common stock, $.001 par value, authorized 39,000 shares; issued and outstanding: 4,762 shares                                                              |                                            |       
|                                                   | Additional paid-in capital                                                                                                                                         |                                            |       
|                                                   | Accumulated other comprehensive income                                                                                                                             |                                            |       
|                                                   | Unamortized stock based compensation                                                                                                                               |                                            |       
|                                                   | Retained deficit                                                                                                                                                   |                                            |       
|                                                   |                                                                                                                                                                   
|                                                   |                                                                                                                                                                    | Total stockholders' equity                 |       
|                                                   |                                                                                                                                                                   
|                                                   |                                                                                                                                                                    | Total liabilities and stockholders' equity |       
|                                                   |                                                                                                                                                                   

See accompanying notes.

52

---



MONSTER WORLDWIDE, INC.  CONSOLIDATED STATEMENTS OF OPERATIONS  (in thousands, except per share amounts)

|                                                             |                                                        | Years Ended December 31, |        
|------------------------------------------------------------ | ------------------------------------------------------ | ------------------------ | -------
|
|
|Revenue                                                      |                                                        | $                        | 986,917
|                                                             |                                                       
|                                                             | Salaries and related                                   |                          |        
|                                                             | Office and general                                     |                          |        
|                                                             | Marketing and promotion                                |                          |        
|                                                             | Business reorganization and other special charges      |                          |        
|                                                             |                                                       
|                                                             | Total operating expenses                               |                          |        
|                                                             |                                                       
|Operating income (loss)                                      |                                                        |                          | 164,178
|                                                             |                                                       
|                                                             | Interest income (expense), net                         |                          |        
|                                                             | Other, net                                             |                          |        
|                                                             |                                                       
|Interest and other, net                                      |                                                        |                          | 6,229  
|                                                             |                                                       
|Income (loss) from continuing operations before income taxes |                                                        |                          | 170,407
|Income taxes                                                 |                                                        |                          | 60,809 
|Losses in equity interest                                    |                                                        |                          | (3,397 
|                                                             |                                                       
|Income (loss) from continuing operations                     |                                                        |                          | 106,201
|Income (loss) from discontinued operations, net of tax       |                                                        |                          | (8,007 
|                                                             |                                                       
|Net income (loss)                                            |                                                        | $                        | 98,194 
|                                                             |                                                       
|Basic earnings (loss) per share:                             |                                                        |                          |        
|                                                             | Income (loss) from continuing operations               |                          | $      
|                                                             | Income (loss) from discontinued operations, net of tax |                          |        
|                                                             |                                                       
|Net income (loss)                                            |                                                        | $                        | 0.80   
|                                                             |                                                       
|Diluted earnings (loss) per share:                           |                                                        |                          |        
|                                                             | Income (loss) from continuing operations               |                          | $      
|                                                             | Income (loss) from discontinued operations, net of tax |                          |        
|                                                             |                                                       
|Net income (loss)                                            |                                                        | $                        | 0.79   
|                                                             |                                                       
|Weighted average shares outstanding:                         |                                                        |                          |        
|                                                             | Basic                                                  |                          |        
|                                                             | Diluted                                                |                          |        

See accompanying notes.

53

---





MONSTER WORLDWIDE, INC.  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY  (in thousands)

|                                                                                                      |  | Shares of
Common
Stock |  | Shares of
Class B
Common
Stock |  | Common Stock and
Additional Paid-In
Capital |           | Retained
Earnings
(Deficit) |   | Accumulated Other
Comprehensive
Income (Loss) |   | Unamortized
Stock based
compensation |         | Total
Stockholders'
Equity |  
|----------------------------------------------------------------------------------------------------- |  | ---------------------- |  | ------------------------------ |  | ------------------------------------------- | --------- | --------------------------- | - | --------------------------------------------- | - | ------------------------------------ | ------- | -------------------------- | -
|                                                                                                      | 
|Balance, December 31, 2002                                                                            |  | 107,475                |  | 4,762                          |  | $                                           | 1,277,017 |                             | $ | (477,980                                      | ) | $                                    | 14,402  |                            | $
|Cumulative effect of restatement (See Note 2)                                                         |  |                       |  |                               |  |                                             | 313,641   |                             |   | (221,364                                      | ) |                                      |        |                            |  
|                                                                                                      | 
|Balance, December 31, 2002, as restated                                                               |  | 107,475                |  | 4,762                          |  |                                             | 1,590,658 |                             |   | (699,344                                      | ) |                                      | 14,402  |                            |  
|                                                                                                      | 
|Net loss, as restated                                                                                 |  |                       |  |                               |  |                                             |          |                             |   | (108,824                                      | ) |                                      |        |                            |  
|Net unrealized gain on forward foreign exchange contracts                                             |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      | 311     |                            |  
|Change in cumulative foreign currency translation adjustment                                          |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      | 44,215  |                            |  
|                                                                                                      |  |                        |  |                                |  |                                             |           |                             |   |                                               |   |                                      |         |                            |  
|Comprehensive loss, as restated                                                                       |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      |        |                            |  
|                                                                                                      |  |                        |  |                                |  |                                             |           |                             |   |                                               |   |                                      |         |                            |  
|Issuance of common stock for stock option exercises, 401(k) match, stock bonus arrangements and other |  | 1,741                  |  |                               |  |                                             | 22,964    |                             |   |                                              |   |                                      |        |                            |  
|Tax benefit (reversals) of stock options exercised, as restated                                       |  |                       |  |                               |  |                                             | (2,849    | )                           |   |                                              |   |                                      |        |                            |  
|Distribution of net assets of Hudson Highland Group, Inc.                                             |  |                       |  |                               |  |                                             | (341,394  | )                           |   |                                              |   |                                      |        |                            |  
|Contribution from former joint venture partners                                                       |  |                       |  |                               |  |                                             | 8,852     |                             |   |                                              |   |                                      |        |                            |  
|Deferred compensationstock options                                                                   |  |                       |  |                               |  |                                             | 297       |                             |   |                                              |   |                                      |        |                            |  
|                                                                                                      | 
|Balance, December 31, 2003, as restated                                                               |  | 109,216                |  | 4,762                          |  | $                                           | 1,278,528 |                             | $ | (808,168                                      | ) | $                                    | 58,928  |                            | $
|                                                                                                      | 
|Net income, as restated                                                                               |  |                       |  |                               |  |                                             |          |                             |   | 58,736                                        |   |                                      |        |                            |  
|Net unrealized loss on forward foreign exchange contracts                                             |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      | (35     | )                          |  
|Change in cumulative foreign currency translation adjustment                                          |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      | 39,134  |                            |  
|                                                                                                      |  |                        |  |                                |  |                                             |           |                             |   |                                               |   |                                      |         |                            |  
|Comprehensive income, as restated                                                                     |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      |        |                            |  
|                                                                                                      |  |                        |  |                                |  |                                             |           |                             |   |                                               |   |                                      |         |                            |  
|Public offering of common stock                                                                       |  | 2,500                  |  |                               |  |                                             | 55,673    |                             |   |                                              |   |                                      |        |                            |  
|Issuance of common stock in connection with business combinations                                     |  | 2,147                  |  |                               |  |                                             | 56,940    |                             |   |                                              |   |                                      |        |                            |  
|Issuance of common stock for stock option exercises, 401(k) match and other                           |  | 2,627                  |  |                               |  |                                             | 50,091    |                             |   |                                              |   |                                      |        |                            |  
|Tax benefit (reversals) of stock options exercised, as restated                                       |  |                       |  |                               |  |                                             | (2,569    | )                           |   |                                              |   |                                      |        |                            |  
|Deferred compensationstock options                                                                   |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      |        |                            |  
|Stock based compensation                                                                              |  | 207                    |  |                               |  |                                             | 7,693     |                             |   |                                              |   |                                      |        |                            |  
|                                                                                                      | 
|Balance, December 31, 2004, as restated                                                               |  | 116,697                |  | 4,762                          |  | $                                           | 1,446,356 |                             | $ | (749,432                                      | ) | $                                    | 98,027  |                            | $
|                                                                                                      | 
|Net income, as restated                                                                               |  |                       |  |                               |  |                                             |          |                             |   | 98,194                                        |   |                                      |        |                            |  
|Net unrealized gain on forward foreign exchange contracts and other                                   |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      | 269     |                            |  
|Change in cumulative foreign currency translation adjustment                                          |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      | (62,781 | )                          |  
|                                                                                                      |  |                        |  |                                |  |                                             |           |                             |   |                                               |   |                                      |         |                            |  
|Comprehensive income, as restated                                                                     |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      |        |                            |  
|                                                                                                      |  |                        |  |                                |  |                                             |           |                             |   |                                               |   |                                      |         |                            |  
|Issuance of common stock for stock option exercises, 401(k) match and other                           |  | 4,996                  |  |                               |  |                                             | 99,323    |                             |   |                                              |   |                                      |        |                            |  
|Tax benefit of stock options exercised, as restated                                                   |  |                       |  |                               |  |                                             | 12,556    |                             |   |                                              |   |                                      |        |                            |  
|Repurchase of common stock                                                                            |  |                       |  |                               |  |                                             | (9,304    | )                           |   |                                              |   |                                      |        |                            |  
|Deferred compensationstock options                                                                   |  |                       |  |                               |  |                                             |          |                             |   |                                              |   |                                      |        |                            |  
|Stock based compensation                                                                              |  | 137                    |  |                               |  |                                             | 4,535     |                             |   |                                              |   |                                      |        |                            |  
|                                                                                                      | 
|Balance, December 31, 2005, as restated                                                               |  | 121,830                |  | 4,762                          |  | $                                           | 1,553,466 |                             | $ | (651,238                                      | ) | $                                    | 35,515  |                            | $
|                                                                                                      | 

See accompanying notes.

54

---



MONSTER WORLDWIDE, INC.  CONSOLIDATED STATEMENTS OF CASH FLOWS  (in thousands)

|                                                                                         |                                                                        | Years Ended December 31,               |        
|---------------------------------------------------------------------------------------- | ---------------------------------------------------------------------- | -------------------------------------- | -------
|
|
|
|Cash flows provided by operating activities:                                             |                                                                        |                                        |        
|                                                                                         | Net income (loss)                                                      |                                        | $      
|                                                                                         |                                                                       
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                                                        |                                        |        
|                                                                                         | (Income) loss from discontinued operations, net of tax                 |                                        |        
|                                                                                         | Depreciation and amortization                                          |                                        |        
|                                                                                         | Provision for doubtful accounts                                        |                                        |        
|                                                                                         | Tax benefit from stock options exercises                               |                                        |        
|                                                                                         | Net loss on write-off of fixed assets                                  |                                        |        
|                                                                                         | Non-cash compensation                                                  |                                        |        
|                                                                                         | Common stock issued for matching contribution to 401(k) plan and other |                                        |        
|                                                                                         | Provision for deferred income taxes                                    |                                        |        
|                                                                                         | Minority interests and other                                           |                                        |        
|Changes in assets and liabilities, net of purchase transactions:                         |                                                                        |                                        |        
|                                                                                         | Accounts receivable                                                    |                                        |        
|                                                                                         | Prepaid and other                                                      |                                        |        
|                                                                                         | Deferred revenue                                                       |                                        |        
|                                                                                         | Accounts payable, accrued expenses and other liabilities               |                                        |        
|                                                                                         | Net cash used for operating activities of discontinued operations      |                                        |        
|                                                                                         |                                                                       
|                                                                                         | Total adjustments                                                      |                                        |        
|                                                                                         |                                                                       
|                                                                                         | Net cash provided by operating activities                              |                                        |        
|                                                                                         |                                                                       
|Cash flows used for investing activities:                                                |                                                                        |                                        |        
|                                                                                         | Capital expenditures                                                   |                                        |        
|                                                                                         | Purchase of marketable securities                                      |                                        |        
|                                                                                         | Payments for acquisitions and intangible assets, net of cash acquired  |                                        |        
|                                                                                         | Investment in unconsolidated affiliate                                 |                                        |        
|                                                                                         | Net proceeds from sale of businesses                                   |                                        |        
|                                                                                         | Sale of long-term investment                                           |                                        |        
|                                                                                         | Net cash used for investing activities of discontinued operations      |                                        |        
|                                                                                         |                                                                       
|                                                                                         | Net cash used for investing activities                                 |                                        |        
|                                                                                         |                                                                       
|Cash flows provided by (used for) financing activities:                                  |                                                                        |                                        |        
|                                                                                         | Payments on capitalized leases                                         |                                        |        
|                                                                                         | Net repayments on revolving credit facility                            |                                        |        
|                                                                                         | Proceeds from the issuance of common stock                             |                                        |        
|                                                                                         | Cash received from the exercise of employee stock options              |                                        |        
|                                                                                         | Cash funded to Hudson Highland Group, Inc.                             |                                        |        
|                                                                                         | Repurchase of common stock                                             |                                        |        
|                                                                                         | Net cash used for financing activities of discontinued operations      |                                        |        
|                                                                                         |                                                                       
|                                                                                         | Net cash provided by (used for) financing activities                   |                                        |        
|                                                                                         |                                                                       
|Effects of exchange rates changes on cash and cash equivalents                           |                                                                        |                                        | (4,335 
|Net increase (decrease) in cash and cash equivalents                                     |                                                                        |                                        | (1,514 
|Cash and cash equivalents, beginning of periodcontinuing operations                     |                                                                        |                                        | 198,111
|Cash and cash equivalents, beginning of perioddiscontinued operations                   |                                                                        |                                        |       
|                                                                                         |                                                                       
|                                                                                         |                                                                        | Cash and cash equivalents, end of year |        
|                                                                                         |                                                                       

See accompanying notes.

55

---





MONSTER WORLDWIDE, INC.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        (Dollars in thousands, except per share amounts)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Monster
Worldwide, Inc. (the "Company") has continuing operations that consist of two operating segments: Monster and Advertising & Communications. Revenue in the Company's Monster
segment is primarily earned from job postings placed on the Company's career websites; licensed access to the Company's résumé database; and the display of advertising on
the Company's online properties. Revenue in the Company's Advertising & Communications division is primarily earned from selling and placing recruitment advertising, in print and online media,
résumé screening services and other recruitment related products. These services are provided to customers in a variety of industries throughout North America, Europe and
the Asia-Pacific region.

The
consolidated financial statements include the accounts of the Company and all of its wholly-owned and majority-owned subsidiaries. All significant inter-company accounts and transactions have been
eliminated in consolidation.

The
preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting
period. These estimates include, among others, allowances for doubtful accounts, net realizable values on long-lived assets and deferred tax assets, certain accrued expense accounts and
revenue recognition. Actual results could differ from those estimates.

Certain
reclassifications of prior year amounts have been made for consistent presentation.

Business Combinations and Dispositions

The purchase method of accounting requires that assets acquired and liabilities assumed be recorded at their fair values on the date of a business acquisition. Therefore, the
consolidated financial statements and results of operations reflect an acquired business from the completion date of an acquisition and are not restated. The costs to acquire a business, including
transaction costs, are allocated to the fair value of net assets acquired upon acquisition. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as
goodwill.

For
the period January 1, 2004 through December 31, 2005, the Company completed six business combinations. There were no significant business acquisitions during the year ended
December 31, 2003. Note 2 to the financial statements contains a full discussion of the Company's business combinations occurring in the 2004 and 2005 periods. Although none of the
following acquisitions were considered to be significant subsidiaries, either individually or in the aggregate, they do affect the comparability of results from period to period. The acquisitions and
the acquisition dates are as follows:

|Acquired Business                          |  | Acquisition Date  |  | Business Segment/Region
|------------------------------------------ |  | ----------------- |  | -----------------------
|                                          
|Military Advantage, Inc.                   |  | March 1, 2004     |  | Monster, North America 
|jobpilot GmbH                              |  | April 22, 2004    |  | Monster, Europe        
|Tickle Inc.                                |  | May 21, 2004      |  | Monster, North America 
|WebNeuron Services Limited (JobsAhead.com) |  | June 18, 2004     |  | Monster, Asia/Pacific  
|Emailjob.com SAS                           |  | February 11, 2005 |  | Monster, Europe        
|JobKorea                                   |  | October 14, 2005  |  | Monster, Asia/Pacific  
|                                          

56

---



The
Company accounts for business dispositions in accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,Accounting for the Impairment or Disposal
of Long-Lived Assets. SFAS 144 requires the results of operations of business dispositions to be segregated from continuing operations and reflected as
discontinued operations in current and prior periods. The results of the Company's continuing operations have been restated to reflect such dispositions in each period presented. See Note 4 to
the financial statements for further discussion of the Company's disposition transactions.

Revenue Recognition

Monster.Our Monster division primarily earns revenue from the placement of job postings on the websites within the Monster network, access to the
Monster network's online résumé database and other ancillary services. We recognize revenue at the time that job postings are displayed on the Monster network websites.
Revenue earned from subscriptions to the Monster network's résumé database is recognized over the length of the underlying subscriptions, typically from two weeks to
twelve months. Revenue associated with multiple element contracts is allocated based on the relative fair value of the services included in the contract. Unearned revenues are reported on the balance
sheet as deferred revenue.

Advertising & Communications.Our Advertising & Communications division derives revenue from job advertisements placed in newspapers,
Internet career job boards such as Monster and other media, plus associated fees for related services. Revenue is recorded net of media placement costs, which are passed on to the customer. Revenue is
generally recognized upon placement date for newspapers and other print and offline media. Online media revenue is recognized when services are purchased.

Marketing and Promotion

Advertising production costs are recorded as expense the first time an advertisement appears. Costs of communicating advertising are recorded as expense as advertising space or
airtime is used. All other advertising costs are expensed as incurred.

Fair Value of Financial Instruments

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, available-for-sale securities, accounts receivable and
accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying amount reported for long-term debt
approximates fair value because, in general, the interest on the underlying instruments fluctuates with market rates. In instances where long-term debt carries fixed interest rates, the
obligation is recorded at the present value of the future payments, which approximates fair value.

Concentrations of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, marketable securities and accounts
receivable. Cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally these
deposits may be redeemed upon demand. The Company also invests in short-term commercial paper rated P1 by Moody's or A1 by Standard & Poors or better. As of December 31, 2005
the Company held available-for-sale investments with a fair value

57

---



of
$123.7 million. These investments are subject to fluctuations based on changes in interest rates and market prices.

The
Company performs continuing credit evaluations of its customers, maintains allowances for potential credit losses and does not require collateral. The Company makes judgments as to its ability to
collect outstanding receivables based primarily on management's evaluation of the customer's financial condition, past collection history and overall aging of the receivables. Historically, such
losses
have been within management's expectations. The Company has not experienced significant losses related to receivables from individual customers or groups of customers in any particular industry or
geographic area.

Cash and Cash Equivalents and Marketable Securities

Cash and cash equivalents, which primarily consist of money market funds and commercial paper, are stated at cost, which approximates fair value. For financial statement
presentation purposes, the Company considers all highly liquid investments having original maturities of three months or less to be cash equivalents. Outstanding checks in excess of account balances,
typically publisher payments, payroll and other contractual obligations disbursed on or near the last day of a reporting period are reported as a current liability in the accompanying consolidated
balance sheets.

The
Company's marketable securities are classified as available-for-sale investments and are reported at fair value, with unrealized gains and losses recorded in accumulated
other comprehensive income (loss). Realized gains or losses and declines in value judged to be other than temporary, if any, are reported in other income, net. The Company evaluates its investments
periodically for possible impairment and reviews factors such as the length of time and extent to which fair value has been below cost basis and the Company's ability and intent to hold the investment
for a period of time which may be sufficient for anticipated recovery in market value. Marketable securities as of December 31, 2005 consisted of auction rate bonds and bank time deposits with
original maturities greater than ninety days.

Accounts Receivable

The Company's accounts receivable primarily consist of trade receivables. Management reviews accounts receivable on a monthly basis to determine if any receivables will
potentially be uncollectible. The Company includes any accounts receivable balances that are determined to be uncollectible, in its allowance for doubtful accounts. After all attempts to collect a
receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of December 31, 2005
is adequate. However, actual write-offs could exceed the recorded allowance. Activity in the allowance for doubtful accounts is as follows:

|Year ended December 31, |  | Beginning
Balance |        | Charged to Costs and Expenses |   | Write-offs and Other |  | Ending Balance
|----------------------- |  | ----------------- | ------ | ----------------------------- | - | -------------------- |  | --------------
|                       
|2005                    |  | $                 | 12,551 |                               | $ | 9,592                |  | $             
|2004                    |  | $                 | 9,838  |                               | $ | 5,310                |  | $             
|2003                    |  | $                 | 14,603 |                               | $ | 7,620                |  | $             

58

---



Property and Equipment

Computer and communications equipment, furniture and fixtures and capitalized software costs are stated at cost and are depreciated using the straight line method over the
estimated useful lives of the assets, generally 3 to 10 years. Leasehold improvements are stated at cost and amortized, using the straight-line method, over their estimated useful
lives, or the lease term, whichever is shorter.

Capitalized Software Costs

Capitalized software costs consist of costs to purchase and develop software for internal use. The Company capitalizes certain incurred software development costs in accordance
with American Institute of Certified Public Accountants ("AICPA") Statement of Position No. 98-1,Accounting for the Cost of Computer Software Developed or
Obtained for Internal Use("SOP 98-1"). Costs incurred during the application-development stage for software bought and further customized by outside vendors for
the Company's use and software developed by a vendor for the Company's proprietary use have been capitalized. Costs incurred related to the Company's own personnel who are directly associated with
software development are capitalized as appropriate.

Goodwill and Intangible Assets

Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. The company
performs an annual review in the fourth quarter of each year, or more frequently if indicators of potential impairment exist, to determine if the carrying value of the recorded goodwill is impaired.
The impairment review process compares the fair value of the reporting unit in which goodwill resides to its carrying value. The determination of whether or not goodwill has become impaired involves a
significant level of judgment in the assumptions underlying the approach used to determine the value of the Company's reporting units. Changes in the Company's strategy and/or market conditions could
significantly impact these judgments and require adjustments to recorded amounts of intangible assets.

Other
intangible assets primarily consist of the value of customer relationships, non-compete agreements, trademarks and internet domains. Amortizable intangible assets are primarily being
amortized on a basis that approximates economic use, over periods ranging from two to thirty years.

Long-Lived Assets

Long-lived assets, other than goodwill are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets
may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of these assets and its eventual disposition are less
than its carrying amount. Intangible assets are primarily evaluated on an annual basis, generally in conjunction with the Company's evaluation of goodwill balances. Impairment, if any, is assessed by
using internally developed discounted cash flows estimates, quoted market prices, when available, and independent appraisals to determine fair value. The determination of whether or not
long-lived assets have become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the estimated future cash flows expected to
result from the use of those assets. Changes in the Company's

59

---



strategy,
assumptions and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of long-lived assets.

On
March 31, 2003, the Company completed a distribution of the common stock of Hudson Highland Group, Inc. ("HH Group") as a tax-free dividend to its shareholders (the
"spin-off"). Prior to the distribution, HH Group was reported as the Company's eResourcing and Executive Search segments. During the year ended December 31, 2003, the Company
recorded a $25,783 impairment charge as a component of business reorganization, spin-off and other special charges, mainly relating to software that was abandoned as a direct result of the
spin-off transaction.

Foreign Currency Translation

The financial position and results of operations of the Company's foreign subsidiaries are determined using local currency as the functional currency. Assets and liabilities of
these subsidiaries are translated at the exchange rate in effect at each year-end. Income statement accounts are translated at the average rate of exchange prevailing during the year.
Translation adjustments arising from the use of differing exchange rates from period to period are included in other comprehensive income (loss), a component of stockholders' equity. Gains and losses
resulting from other foreign currency transactions are included in other income, net.

Comprehensive
income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. The Company's items of other comprehensive income
(loss) are foreign currency translation adjustments, which relate to investments that are
permanent in nature, unrealized gains and losses on forward foreign exchange contracts used to manage foreign currency risk and unrealized gains and losses related to the Company's
available-for-sale securities, net of applicable income taxes. To the extent that such amounts relate to investments that are permanent in nature, no adjustments for income
taxes are made.

Income Taxes

Income taxes are computed on the pretax income based on the current tax law. Deferred income taxes are recognized for the expected tax consequences in future years of
differences between the tax bases of assets and liabilities and their financial reporting amounts at each balance sheet date and are based on enacted tax laws and statutory tax rates. Valuation
allowances are recorded against deferred tax assets to the extent their ultimate realization is uncertain.

Stock-Based Compensation

The Company's financial statements are presented in accordance with Accounting Principles Board ("APB") Opinion No. 25,Accounting for Stock
Issued to Employees. Under APB 25, generally, no compensation expense is recognized in connection with the awarding of stock option grants to employees provided that, as of the
grant date, all terms associated with the award are fixed and the quoted market price of the stock is equal to or less than the amount an employee must pay to acquire the stock as defined. The Company
adopted the disclosure-only provisions of SFAS 123,Accounting for Stock-Based Compensation, which requires certain financial
statement disclosures, including pro forma operating results had the Company prepared its consolidated financial statements in accordance with

60

---



the
fair value based method of accounting for stock-based compensation. See Note 2 of the consolidated financial statements for additional discussion.

As
required under SFAS 123 and SFAS 148,Accounting for Stock-Based Compensation Transition and Disclosure, the pro forma effects of
stock-based compensation on net income (loss) and net income (loss) per share have been estimated at the date of grant using the Black-Scholes option-pricing model based on the following weighted
average assumptions:

|                        |  | Years Ended December 31,
|----------------------- |  | ------------------------
|
|
|
|Risk-free interest rate |  | 4.1%                    
|Volatility              |  | 42.7%                   
|Expected life (years)   |  | 3.0                     

For
purposes of pro forma disclosures, the estimated fair value of the options is assumed to be expensed over the options' vesting periods. Certain stock options issued to employees of HH Group (see
Note 3) were forfeited in accordance with plan provisions. Accordingly, the Company has adjusted pro forma stock based compensation expense in the year ended December 31, 2003 to reflect
such forfeitures. The following table illustrates the effect of the restatement adjustments and pro forma effects of recognizing compensation expense under the fair value method of accounting on the
Company's operating results and per share data as follows:

|                                                                                                      |                                         | Years Ended December 31, |        
|----------------------------------------------------------------------------------------------------- | --------------------------------------- | ------------------------ | -------
|
|
|
|Net income (loss) as restated                                                                         |                                         | $                        | 98,194 
|Add: Stock based employee compensation expense included in restated net income (loss), net of tax (a) |                                         |                          | 11,016 
|Deduct: Compensation expense determined under fair value based method for all awards, net of tax (a)  |                                         |                          | (58,018
|                                                                                                      |                                        
|Pro forma net income (loss) as restated                                                               |                                         | $                        | 51,192 
|                                                                                                      |                                        
|Basic earnings (loss) per share:                                                                      |                                         |                          |        
|                                                                                                      | Net income (loss)as restated           |                          |        
|                                                                                                      | Net income (loss)pro forma as restated |                          |        
|Diluted earnings (loss) per share:                                                                    |                                         |                          |        
|                                                                                                      | Net income (loss)as restated           |                          |        
|                                                                                                      | Net income (loss)pro forma as restated |                          |        

The
Company is providing a modified disclosure for the pro forma impact of stock based compensation for the historical periods as if the non-cash stock based compensation expense was
recorded in the Company's consolidated financial statements. Due to certain limitations with historical Black-Scholes

61

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values
on the Company's historical option grants, the following table assumes that the entire pool of grants are recorded in the statements of operations for the periods presented.

|                                                                                                                        |                               | Years Ended December 31, |         
|----------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ------------------------ | --------
|
|
|Net income (loss) as originally reported                                                                                |                               | $                        | (534,896
|Deduct: Stock based employee compensation expense not included in originally reported net income (loss), net of tax (a) |                               |                          | (44,943 
|                                                                                                                        |                               |                          |         
|Net income (loss), as restated                                                                                          |                               | $                        | (579,839
|                                                                                                                        |                              
|Basic earnings (loss) per share:                                                                                        |                               |                          |         
|                                                                                                                        | Net income (loss)as reported |                          |         
|                                                                                                                        | Net income (loss)as restated |                          |         
|Diluted earnings (loss) per share:                                                                                      |                               |                          |         
|                                                                                                                        | Net income (loss)as reported |                          |         
|                                                                                                                        | Net income (loss)as restated |                          |         

---



Share Based Payments

In December 2004 the Financial Accounting Standards Board ("FASB") issued Statement 123R (Revised 2004),Share Based
Payment, which requires all companies to measure compensation cost for all share-based payments, including employee stock options, at fair value. The Company is required to
adopt the statement beginning with the first quarter of 2006. Upon adoption, the Company will be required to recognize compensation on all share-based grants made on or after January 1, 2006,
and for the unvested portion of share-based grants made prior to January 1, 2006. On various dates throughout the year ended December 31, 2005, the Company accelerated unvested options
related to grants made prior to January 1, 2006 in order to mitigate future compensation expense it would have otherwise been required to recognize.

Stock Option Accelerations

On December 28, 2004, the Company granted approximately 2,800,000 options to executives and employees. Such options vested over the five-month period ending
on May 31, 2005 and the vested options generally become exercisable in four annual installments commencing December 28, 2005. For the twelve months ended December 31, 2005, the
Company recognized approximately $25,098 of pro forma compensation expense, net of tax, related to this grant.

On
February 10, 2005 and May 4, 2005, the compensation committee of the Company's board of directors approved the acceleration of option vesting terms for approximately 134,000 and
2,600,000, respectively, unvested out of the money employee stock options. Exercise prices of the affected stock options were at or above the Company's closing stock price on such dates. As a result
of the accelerated vesting terms, approximately $4,114 and $15,061, respectively, have been included in pro forma compensation expense, net of tax, for the twelve months ended December 31,
2005.

On
December 14, 2005, the compensation committee of the Company's board of directors approved the December 29, 2005 acceleration of the vesting and exercisability of substantially all
unvested stock

62

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options
with exercise prices below $23.91 that are held by individuals employed by the Company on December 29, 2005, including executive officers. Stock options issued to certain employees
based outside the United States and directors were unaffected by this modification. The acceleration of vesting and exercisability only applied to employee stock options with an exercise price lower
than $23.91, as options with exercise prices greater than $23.91 were previously modified. As a result of this modification, the Company recognized approximately $4,319 of pro forma compensation
expense, net of tax for the year ended December 31, 2005.

As
of December 31, 2005, the Company has accelerated substantially all unvested outstanding stock options in order to mitigate compensation expense that would have been required upon the
effectiveness of SFAS 123R beginning January 1, 2006. As a result of these actions, the Company has eliminated approximately $23,494 of future after-tax compensation expense
related to these options. The Company does not anticipate material compensation expense relating to employee stock options after January 1, 2006.

Earnings Per Share

Basic earnings per share do not include the effects of potentially dilutive stock options and are computed by dividing income available to common stockholders by the weighted
average number of shares of common stock outstanding for the period. Diluted earnings per share reflect, in periods in which they have a dilutive effect, commitments to issue common stock and common
stock issuable upon exercise of stock options for periods in which the options' exercise price is lower than the Company's average share price for the period.

A
reconciliation of shares used in calculating basic and diluted earnings per common and Class B common share follows:

|                                                                                            |  | December 31,
|------------------------------------------------------------------------------------------- |  | ------------
|
|
|
|
|Basic weighted average shares outstanding                                                   |  | 122,055     
|Common stock equivalentsstock options and stock issuable under employee compensation plans |  | 2,983*      
|                                                                                           
|Diluted weighted average shares outstanding                                                 |  | 125,038     
|                                                                                           

*Certain stock options and stock issuable under employee compensation plans were excluded from the computation of earnings per share due to their
anti-dilutive effect. The weighted average number of such common stock equivalents is approximately 5,139, 6,302 and 11,897 for the 2005, 2004 and 2003 period, respectively. The Company's
continuing operations reported income in the years ended December 31, 2005 and 2004. Accordingly, certain stock options are considered to have a dilutive effect during these periods.

2. RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

On June 12, 2006, the Company announced that a committee of independent directors of the Board of Directors (the "Special Committee") assisted by independent legal
counsel and outside accounting experts was conducting an independent investigation to review the Company's historical stock option grant practices and related accounting. The Special Committee and its
advisors conducted an extensive review of the Company's historical stock option grants and related accounting, including an assessment

63

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and
review of the Company's accounting policies, internal records, supporting documentation and e-mail communications, as well as interviews with current and former employees and current
and former members of the Company's executive management and Board of Directors.

On
July 26, 2006, the Company announced that although the Special Committee investigation had not yet reached a conclusion, the Company cautioned shareholders and the investing public against
relying on previously published financial statements. On October 25, 2006, the Company announced that its Audit Committee, after consultation with senior management, the Special Committee and
the Company's independent registered public accounting firm, determined that the consolidated financial statements and related financial information contained in its Annual Reports on
Form 10-K through December 31, 2005 should no longer be relied upon.

The
Special Committee has determined that the exercise price of a substantial number of stock option grants during the periods between 1997 through March 31, 2003 differed from the fair market
value of the underlying shares on the measurement date. In most cases, the original date assigned to the grant corresponded to the date as of which a unanimous written consent ("UWC") was executed by
the members of the compensation committee of the Company's Board of Directors, but the date of that consent did not correspond to the actual date on which each individual optionee and the number of
shares underlying each option was determined. The Company believes that the dates as of which the UWC's were dated were earlier than the dates on which they were actually executed. In a significant
number of instances, the stock price on the assigned date (the date as of which the UWC was executed) was lower, sometimes substantially lower, than the price on the date the award may be deemed to
have actually been determined. The Company believes that this practice was done intentionally, by persons formerly in positions of responsibility at the Company for the purpose of issuing options at a
higher intrinsic value than would have otherwise been the case.

Restatement Methodology

Historically, the Company has generally accounted for stock option grants as if the options were granted at an exercise price no less than fair market value as indicated by the
closing price of a share of the Company's common stock trading on the NASDAQ National Market on either the "as of" date reflected on the relevant UWC of the Compensation Committee of the Board of
Directors or the date of minutes of an actual Compensation Committee meeting ("Minutes"). A majority of stock options granted during the period under review were granted pursuant to UWC's. The UWC's,
by their terms,
typically referred to an attached Schedule A listing the specific names of the grantees and the number of shares subject to each option. The UWC's that have been located by the Company,
however, either have no Schedule A annexed to them, or where one is attached, it frequently does not match the Company's electronic stock option database.

The
Company has therefore concluded that neither the "as of" dates referenced on Compensation Committee UWCs nor the dates of Minutes can be relied on as proper option grant measurement dates. The
Company has been unable to ascertain with any degree of certainty when, if ever, UWC's or Minutes with full, complete and final Schedule A's were reviewed and approved by the Compensation Committee.

In
light thereof, the Company has concluded that the most appropriate and accurate source of data to determine option grant measurement dates is the electronic record of option grant information in
its

64

---



electronic
stock option database program known as Transcentive, which went into use in late 1998. The entry into Transcentive of the specific grantee information as to each stock option grant
constituted an acknowledgement by the Company to the grantee of the grantee's legal entitlement to the grant and, in the absence of authoritative information as to when grants were actually approved
by the Company provides an appropriate measurement date framework based on entitlement. For option grants made subsequent to the implementation of Transcentive, the Company has calculated the restated
intrinsic value using a grant measurement date based on when the option data was entered into the database program (the "Creation Date"). For options granted prior to the implementation of
Transcentive, the new measurement date was determined by applying the average lag time between the "as of" date and the Creation Date for options granted subsequent to the implementation of
Transcentive to the original option grant date in order to approximate a reliable measurement date. The average lag period between the date as of which UWC's were executed and the date that options
purportedly granted by such consents were inputted into the Company's Transcentive system was ninety-seven days. For grants prior to December 1998, the Company has therefore used measurement
dates equating to ninety-seven days following the date as of which the UWC relating to such options were executed.

Given
the volatility of the Company's common stock, the use of another measurement date could have resulted in a substantially higher or lower cumulative compensation expense. This in turn would have
caused net income or loss to be different than amounts reported in the restated consolidated financial statements.

Findings

Based on the findings of the Special Committee, management of the Company has concluded that the Company's consolidated financial statements as of December 31, 2005 and
2004 and for the years ended
December 31, 2005, 2004 and 2003, the selected financial information as of and for the years ended December 31, 2002 and 2001 and the quarterly periods in 2005 and 2004 should be
restated to record additional non-cash stock based compensation expenses and related income tax effects resulting from the stock option review. As of December 31, 2005, the Company
had accelerated substantially all unvested outstanding stock options in order to mitigate compensation expense that would have been required upon the effectiveness of SFAS 123R beginning
January 1, 2006. Accordingly, the 2006 periods will not be materially effected as a result of this restatement.

The
restatement of the Company's previously issued financial statements reflects the following:



These
restated consolidated financial statements include cumulative compensation expense, net of income taxes, of $221,364 as of December 31, 2002, which is recorded as an adjustment to opening
retained deficit as of January 1, 2003 included in the consolidated statement of stockholders' equity.

65

---



The
following table reflects the non-cash stock based compensation expense and related income tax benefit by year, including the cumulative effect on retained deficit for all periods prior
to December 31, 2002:

|(in thousands)                         |  | (As previously reported)
Net income (loss) |          | Pre-tax adjustments |   | Income tax benefit |   | (As restated)
Net income (loss) |       
|-------------------------------------- |  | ------------------------------------------ | -------- | ------------------- | - | ------------------ | - | ------------------------------- | ------
|Year Ended December 31, 1997           |  | $                                          | 61,302   |                     | $ | (9,461             | ) | $                               | 2,280 
|Year Ended December 31, 1998           |  |                                            | 46,218   |                     |   | (7,086             | ) |                                 | 1,767 
|Year Ended December 31, 1999           |  |                                            | 8,158    |                     |   | (42,916            | ) |                                 | 8,863 
|Year Ended December 31, 2000           |  |                                            | 50,863   |                     |   | (79,348            | ) |                                 | 15,061
|Year Ended December 31, 2001           |  |                                            | 69,020   |                     |   | (80,792            | ) |                                 | 15,211
|Year Ended December 31, 2002           |  |                                            | (534,896 | )                   |   | (56,489            | ) |                                 | 11,546
|                                       |  |                                            |          |                     |   |                    |   |                                 |       
|Cumulative effect at December 31, 2002 |  |                                            |          |                     |   | (276,092           | ) |                                 | 54,728
|                                       |  |                                            |          |                     |   |                    |   |                                 |       
|Year Ended December 31, 2003           |  |                                            | (81,864  | )                   |   | (34,697            | ) |                                 | 7,737 
|Year Ended December 31, 2004           |  |                                            | 73,104   |                     |   | (16,064            | ) |                                 | 1,696 
|Year Ended December 31, 2005           |  |                                            | 107,432  |                     |   | (12,733            | ) |                                 | 3,495 
|                                       |  |                                            |          |                     |   |                    |   |                                 |       
|Total                                  |  |                                            |          |                     | $ | (339,586           | ) | $                               | 67,656
|                                       |  |                                            |          |                     |   |                    |   |                                 |       

The following table reflects the impact of the adjustments on the Company's continuing and discontinued operations in the Company's consolidated statements of
operations for the periods presented below:

|                                                                                                                        |  | Years Ended December 31, |        | Cumulative
(January 1, 1997
through
December 31, 2005) |  
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------ | ------------------------------------------------------ | -
|
|
|
|Stock option grant date changescontinuing operations                                                                   |  | $                        | 12,239 |                                                        | $
|Stock option grant date changesdiscontinued operations                                                                 |  |                          | 494    |                                                        |  
|                                                                                                                        |  |                          |       
|Pre-tax stock option expense adjustments                                                                                |  |                          | 12,733 |                                                        |  
|                                                                                                                        |  |                          |       
|Income tax impact on grant date changes-continuing operations                                                           |  |                          | (3,377 | )                                                      |  
|Income tax impact on grant date changes-discontinued operations                                                         |  |                          | (118   | )                                                      |  
|Income tax adjustments related to IRC 162(m) resulting from adjustments due to grant date changescontinuing operations |  |                          |       |                                                        |  
|                                                                                                                        |  |                          |       
|Income tax benefit                                                                                                      |  |                          | (3,495 | )                                                      |  
|                                                                                                                        | 
|Total adjustments to net income (loss)                                                                                  |  | $                        | 9,238  |                                                        | $
|                                                                                                                        | 

The Company has notified the Internal Revenue Service of the stock option review. Under Section 162(m), stock options that are
in-the-money at the time of grant do not qualify as performance-based compensation. The Company is not entitled to a deduction for the compensation expense related to the
exercise of those options held by officers who are covered by IRC 162(m).

66

---



Consolidated Statement of Operations Impact

There was no impact on previously reported revenue. The following table reconciles the Company's previously reported results in the Original Filing to the restated statements
of operations for the years ended December 31, 2005, 2004 and 2003:

|                                                       |                                                        | Years Ended December 31, |        
|------------------------------------------------------ | ------------------------------------------------------ | ------------------------ | -------
|
|
|
|Revenue                                                |                                                        | $                        | 986,917
|                                                       |                                                        |                          |        
|                                                       | Salaries and related                                   |                          |        
|                                                       | Office and general                                     |                          |        
|                                                       | Marketing and promotion                                |                          |        
|                                                       | Business reorganization and other special charges      |                          |        
|                                                       |                                                        |                          |        
|                                                       | Total operating expenses                               |                          |        
|                                                       |                                                        |                          |        
|Operating income (loss)                                |                                                        |                          | 176,417
|                                                       |                                                        |                          |        
|                                                       | Interest income (expense), net                         |                          |        
|                                                       | Other, net                                             |                          |        
|                                                       |                                                        |                          |        
|Interest and other, net                                |                                                        |                          | 6,229  
|                                                       |                                                        |                          |        
|Income from continuing operations before income taxes  |                                                        |                          | 182,646
|Income taxes (benefit)                                 |                                                        |                          | 64,186 
|Losses in equity interest                              |                                                        |                          | (3,397 
|                                                       |                                                        |                          |        
|Income (loss) from continuing operations               |                                                        |                          | 115,063
|Income (loss) from discontinued operations, net of tax |                                                        |                          | (7,631 
|                                                       |                                                        |                          |        
|Net income (loss)                                      |                                                        | $                        | 107,432
|                                                       |                                                        |                          |        
|Basic earnings (loss) per share:(*)                    |                                                        |                          |        
|                                                       | Income (loss) from continuing operations               |                          | $      
|                                                       | Income (loss) from discontinued operations, net of tax |                          |        
|                                                       |                                                        |                          |        
|Net income (loss)                                      |                                                        | $                        | 0.88   
|                                                       |                                                        |                          |        
|Diluted earnings (loss) per share:(*)                  |                                                        |                          |        
|                                                       | Income (loss) from continuing operations               |                          | $      
|                                                       | Income (loss) from discontinued operations, net of tax |                          |        
|                                                       |                                                        |                          |        
|Net income (loss)                                      |                                                        | $                        | 0.86   
|                                                       |                                                        |                          |        
|*Earnings per share may not add due to rounding.       |                                                        |                          |        
|Weighted average shares outstanding:                   |                                                        |                          |        
|                                                       | Basic                                                  |                          |        
|                                                       | Diluted                                                |                          |        

67

---



Consolidated Balance Sheet Impact

The following table reconciles the consolidated balance sheet previously reported in the Original Filing to the restated amounts as of December 31, 2005 and 2004:

|                                                                                                                                                                   |                                                                                                                   | December 31, 2005                          |           | December 31, 2004 |          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | --------- | ----------------- | ---------
|
|ASSETS                                                                                                                                                             |                                                                                                                   |                                            |           |                   |          
|Current assets:                                                                                                                                                    |                                                                                                                   |                                            |           |                   |          
|                                                                                                                                                                   | Cash and cash equivalents                                                                                         |                                            | $         | 196,597           |          
|                                                                                                                                                                   | Available-for-sale securities                                                                                     |                                            |           | 123,747           |          
|                                                                                                                                                                   | Accounts receivable, net of allowance for doubtful accounts of $14,067 and $12,551 in 2005 and 2004, respectively |                                            |           | 392,439           |          
|                                                                                                                                                                   | Prepaid and other                                                                                                 |                                            |           | 60,276            |          
|                                                                                                                                                                   | Current assets of discontinued operations                                                                         |                                            |           |                  |          
|                                                                                                                                                                   |                                                                                                                  
|                                                                                                                                                                   |                                                                                                                   | Total current assets                       |           |                   | 773,059  
|                                                                                                                                                                   |                                                                                                                  
|                                                                                                                                                                   | Property and equipment, net                                                                                       |                                            |           | 93,352            |          
|                                                                                                                                                                   | Goodwill                                                                                                          |                                            |           | 679,008           |          
|                                                                                                                                                                   | Intangibles, net                                                                                                  |                                            |           | 56,670            |          
|                                                                                                                                                                   | Investment in unconsolidated affiliate                                                                            |                                            |           | 46,758            |          
|                                                                                                                                                                   | Other assets                                                                                                      |                                            |           | 29,868            |          
|                                                                                                                                                                   | Non-current assets of discontinued operations                                                                     |                                            |           |                  |          
|                                                                                                                                                                   |                                                                                                                  
|                                                                                                                                                                   |                                                                                                                   | Total assets                               |           | $                 | 1,678,715
|                                                                                                                                                                   |                                                                                                                  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                               |                                                                                                                   |                                            |           |                   |          
|Current liabilities:                                                                                                                                               |                                                                                                                   |                                            |           |                   |          
|                                                                                                                                                                   | Accounts payable                                                                                                  |                                            | $         | 100,047           |          
|                                                                                                                                                                   | Accrued expenses and other current liabilities                                                                    |                                            |           | 196,222           |          
|                                                                                                                                                                   | Income taxes payable                                                                                              |                                            |           | 40,039            |          
|                                                                                                                                                                   | Deferred revenue                                                                                                  |                                            |           | 328,902           |          
|                                                                                                                                                                   | Current portion of long-term debt                                                                                 |                                            |           | 31,378            |          
|                                                                                                                                                                   | Current liabilities of discontinued operations                                                                    |                                            |           |                  |          
|                                                                                                                                                                   |                                                                                                                  
|                                                                                                                                                                   |                                                                                                                   | Total current liabilities                  |           |                   | 696,588  
|                                                                                                                                                                   |                                                                                                                  
|                                                                                                                                                                   | Long-term debt, less current portion                                                                              |                                            |           | 15,678            |          
|                                                                                                                                                                   | Deferred income taxes                                                                                             |                                            |           | 45,397            |          
|                                                                                                                                                                   | Other long-term liabilities                                                                                       |                                            |           | 1,377             |          
|                                                                                                                                                                   | Non-current liabilities of discontinued operations                                                                |                                            |           |                  |          
|                                                                                                                                                                   |                                                                                                                  
|                                                                                                                                                                   |                                                                                                                   | Total liabilities                          |           |                   | 759,040  
|                                                                                                                                                                   |                                                                                                                  
|Commitments and contingencies (Note 14)                                                                                                                            |                                                                                                                   |                                            |           |                   |          
|Stockholders' equity:                                                                                                                                              |                                                                                                                   |                                            |           |                   |          
|                                                                                                                                                                   | Preferred stock, $.001 par value, authorized 800 shares; issued and outstanding: none                             |                                            |           |                  |          
|Common stock $.001 par value, authorized 1,500,000 shares; issued: 121,830 and 116,697 shares, respectively; outstanding: 120,703 and 115,770 shares, respectively |                                                                                                                   |                                            | 122       |                   |          
|Class B common stock, $.001 par value, authorized 39,000 shares; issued and outstanding: 4,762 shares                                                              |                                                                                                                   |                                            | 5         |                   |          
|Additional paid-in capital                                                                                                                                         |                                                                                                                   |                                            | 1,267,744 |                   |          
|Accumulated other comprehensive income                                                                                                                             |                                                                                                                   |                                            | 35,515    |                   |          
|Unamortized stock based compensation                                                                                                                               |                                                                                                                   |                                            | (4,403    | )                 |          
|Retained deficit                                                                                                                                                   |                                                                                                                   |                                            | (379,308  | )                 |          
|                                                                                                                                                                   |                                                                                                                  
|                                                                                                                                                                   |                                                                                                                   | Total stockholders' equity                 |           |                   | 919,675  
|                                                                                                                                                                   |                                                                                                                  
|                                                                                                                                                                   |                                                                                                                   | Total liabilities and stockholders' equity |           | $                 | 1,678,715
|                                                                                                                                                                   |                                                                                                                  

68

---



Consolidated Statements of Cash Flows Impact

The restatement did not impact our net cash flows from operating, investing or financing activities. However, certain items within net cash provided by operating activities
were impacted by the non-cash stock based compensation adjustments. The following table shows the effect on our previously reported cash flow items within operating activities:

|                                                                                         |                                                          | Years Ended December 31, |        
|---------------------------------------------------------------------------------------- | -------------------------------------------------------- | ------------------------ | -------
|
|
|Net income (loss)                                                                        |                                                          | $                        | 107,432
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                                          |                          |        
|                                                                                         | (Income) loss from discontinued operations, net of tax   |                          |        
|                                                                                         | Tax benefit (reversals) from stock options exercises     |                          |        
|                                                                                         | Non-cash compensation                                    |                          |        
|                                                                                         | Provision for deferred income taxes                      |                          |        
|Changes in assets and liabilities, net of purchase transactions:                         |                                                          |                          |        
|                                                                                         | Accounts payable, accrued expenses and other liabilities |                          |        

3. BUSINESS COMBINATIONS

Acquisitions

The following table summarizes the Company's business combinations completed from January 1, 2004 through December 31, 2005. None of the acquisitions were
considered significant individually or in the aggregate.

|                                           |  | Consideration* |        | Goodwill Recorded on Acquisition Date |   | Identified Intangibles |  | Form of Consideration
|------------------------------------------ |  | -------------- | ------ | ------------------------------------- | - | ---------------------- |  | ---------------------
|                                          
|Military Advantage, Inc.                   |  | $              | 38,077 |                                       | $ | 27,213                 |  | $                    
|jobpilot GmbH                              |  |                | 89,102 |                                       |   | 80,898                 |  |                      
|Tickle Inc.                                |  |                | 86,040 |                                       |   | 68,915                 |  |                      
|WebNeuron Services Limited (JobsAhead.com) |  |                | 8,354  |                                       |   | 1,900                  |  |                      
|Emailjob.com SAS                           |  |                | 22,288 |                                       |   | 20,650                 |  |                      
|JobKorea                                   |  |                | 98,425 |                                       |   | 92,058                 |  |                      
|                                          

*Net of cash acquired

69

---





3. BUSINESS COMBINATIONS (Continued)

In March 2004, the Company's Monster division purchased Military Advantage, Inc. as a complementary business to Monster's government product offerings. Military
Advantage, Inc. offers its members access to information about benefits and career opportunities. Consideration for the acquisition included $23,418 of net cash paid and $7,500 guaranteed cash
payments in each of 2005 and 2006, recorded at their present values in the accompanying consolidated balance sheet. None of the goodwill recorded in connection with the acquisition is deductible for
tax purposes.

In
April 2004, the Company's Monster division purchased jobpilot GmbH ("jobpilot"), a leading European online career portal, from Adecco S.A. The acquisition of jobpilot was made to establish
Monster's leadership position in key European markets, particularly Germany. Consideration for the acquisition included $60,552 net cash paid and 1,000,000 shares of common stock. The Company has
incurred charges to integrate and restructure jobpilot's operations and therefore has recorded additional costs to goodwill since the acquisition date, as described in "Accrued Integration and
Restructuring Costs" below. Goodwill recorded in connection with the jobpilot acquisition is fully deductible for tax purposes.

In
May 2004, the Company's Monster division purchased Tickle Inc. ("Tickle"), a market leader in online career assessment testing. The addition of Tickle's popular interpersonal content
and subscriber services in the areas of self-discovery, career assessment and social networking is expected to expand Monster's subscriber base, enhance its career-related content and
further fuel its viral marketing growth. Initial consideration for this acquisition included $24,454 of net cash paid, 1,000,000 shares of the Company's common stock and minimum cash payments of
$13,332 per year, over a three-year period following the acquisition date. Future minimum cash payments have been recorded as long-term debt, at their present values, in the
accompanying consolidated balance sheet. Additional purchase price commitments are possible subject to Tickle
achieving certain agreed-upon financial goals for each of the years ended December 31, 2004, 2005 and 2006. Such goals were exceeded in 2004 and therefore an additional $798 has
been recorded in current portion of long-term debt and goodwill as of December 31, 2004. There were no additional amounts recorded in 2005. None of the goodwill recorded in
connection with the acquisition is deductible for tax purposes.

During
the year ended December 31, 2004, the Company's Monster division acquired WebNeuron Services Limited ("JobsAhead"), a leading job search website in India. The acquisition of JobsAhead
was made to expand Monster's market share and geographic reach in the Asia-Pacific region. Consideration for the acquisition included $4,483 of net cash paid and 147,156 shares of the
Company's common stock. None of the goodwill recorded in connection with the acquisition is deductible for tax purposes.

In
February 2005, the Company's Monster division purchased Emailjob.com SAS, a leading online recruiter in France. The acquisition of Emailjob.com SAS was made to help establish Monster's
leadership position in France and strengthen the Company's position in a key European market. Under the terms of the purchase agreement, the consideration for this acquisition was approximately
$26,000 in cash, of which $23,000 was paid on February 11, 2005. The remaining $3,000 is payable over the twelve month period following the acquisition. The Company has incurred charges to
integrate and restructure Emailjob's operations and therefore has recorded additional costs to goodwill since the acquisition date, as described in "Accrued Integration and Restructuring Costs" below.
None of the goodwill recorded in connection with the acquisition is deductible for tax purposes. The amount of

70

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intangible
assets identified in connection with the acquisition is subject to finalization in the first quarter of 2006.

In
October 2005, the Company's Monster division purchased JobKorea, an online recruitment website in South Korea. The acquisition provides the Company with a leading presence in one of Asia's
largest and emerging online markets. Consideration for the acquisition was $89,627, net of cash and short-term investments acquired, and approximately $3,500 payable in 2006. None of the
goodwill recorded in connection with the acquisition is deductible for tax purposes.

Accrued Integration and Restructuring Costs

The Company has formulated integration and restructuring plans to eliminate redundant facilities, personnel and duplicate assets in connection with its business combinations.
These costs were recognized as liabilities assumed in connection with the Company's business combinations. Accordingly, these costs are considered part of the purchase price of the business
combinations and have been recorded as increases to goodwill. Amounts charged to goodwill in the year ended December 31, 2005
and 2004 were $2,977 and $7,353, respectively, and primarily relate to the Company's acquisitions of Emailjob and jobpilot.

Changes
in the Company's approved restructuring plans or costs related to new restructuring initiatives may be recorded in goodwill for up to one year following acquisition date and must be recorded
in the Company's operating results thereafter. Reductions to integration and restructuring reserves established in connection with purchase business combinations are recorded as a reduction to
goodwill. As of December 31, 2005 and 2004, the accrued integration and restructuring liability, which is recorded as a component of accrued expenses and other current liabilities, was $7,703
and $9,492, respectively.

Unaudited Pro Forma Results

The following unaudited pro forma financial information presents the combined results of operations of the Company and its purchase acquisitions as if they had occurred as of
the beginning of the periods presented. The unaudited pro forma financial information is not necessarily indicative of what the Company's results of operations would have been had the acquisitions
been completed at the beginning of each period. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company.

Years Ended December 31,2005

2004(As restated)

(As restated)Revenue

$999,362

$806,735Income from continuing operations

107,307

56,948Net income

99,301

62,904Basic earnings per share:Income from continuing operations

$0.88

$0.48Net income

$0.81

$0.52Diluted earnings per share:Income from continuing operations

$0.86

$0.47Net income

$0.79

$0.51


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The
unaudited pro forma financial information above reflects the following:



4. DISCONTINUED OPERATIONS

During the year ended December 31, 2005, the Company disposed of the following businesses. The results of operations of these businesses and associated disposal costs
are reflected as discontinued operations in the consolidated statements of operations for each of the years in the period ended December 31, 2005:



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During
the year ended December 31, 2004, the Company disposed of the following businesses, which are reflected as discontinued operations in the consolidated statements of operations for the
years ended December 31, 2004 and 2003:



During
the year ended December 31, 2003, the Company disposed of the following businesses, which are reflected as discontinued operations in the consolidated statements of operations for the
year ended December 31, 2003:



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The
following amounts relate to the assets and liabilities of the Company's disposed businesses and have been segregated from continuing operations and are reported as assets and liabilities of
discontinued operations in the consolidated balance sheet as of December 31, 2004:

|Assets of discontinued operations:           |  | December 31, 2004
|-------------------------------------------- |  | -----------------
|Accounts receivable, net                     |  | $123,297         
|Property & equipment, net                    |  | 13,143           
|Intangibles, net                             |  | 58,479           
|Other                                        |  | 16,903           
|                                            
|Total assets of discontinued operations      |  | $211,822         
|                                            
|Liabilities of discontinued operations:      |  |                  
|Accounts payable                             |  | $147,241         
|Accrued expenses and other liabilities       |  | 14,920           
|                                            
|Total liabilities of discontinued operations |  | $162,161         
|                                            

The
following amounts relate to the operations of the Company's disposed businesses and have been segregated from continuing operations and reflected as discontinued operations in each
period's consolidated statement of operations:

|                                                        |  |   |        
|------------------------------------------------------- |  | - | -------
|
|
|
|
|Revenue                                                 |  | $ | 23,402 
|                                                        | 
|Income (loss) before income taxes                       |  |   | (11,257
|Income tax expense (benefit)                            |  |   | (4,294 
|                                                        | 
|Income (loss) from discontinued operations, net of tax  |  | $ | (6,963 
|                                                        | 
|Pre-tax gain (loss) on sales of discontinued operations |  | $ | (9,534 
|Income tax benefit                                      |  |   | (8,490 
|                                                        | 
|Gain (loss) on sale of business, net of tax             |  |   | (1,044 
|                                                        | 
|Income (loss) from discontinued operations, net of tax  |  | $ | (8,007 
|                                                        | 

Included
in the income (loss) from discontinued operations, net of tax calculation is the impact of the stock option adjustments discussed in Note 2. The Company recorded $376, $2,252, and
$9,237 of non-cash stock based compensation costs, respectively, in each of the three years ended December 31, 2005 as a component of discontinued operations, which directly relate
to stock options that were awarded to individuals who were employed by the businesses discussed above that were disposed.

The
provision for income taxes reported in discontinued operations differs from the amount computed using the Federal statutory income tax rate primarily as a result of change in valuation allowance
and non-deductible expenses in all periods presented. The year ended December 31, 2003 includes a charge to income tax expense in the amount of $43,034 for the impairment of
deferred tax assets in connection with the spin-off of HH Group.

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5. INVESTMENTS

Marketable Securities

The following table summarizes the Company's available-for-sale investments reported as marketable securities on the accompanying consolidated balance
sheet as of December 31, 2005:

|                   |  | Gross Amortized Cost |  | Gross Unrealized
Losses |  | Estimated Fair Value
|------------------ |  | -------------------- |  | ----------------------- |  | --------------------
|
|
|Auction rate bonds |  | $  96,350            |  | $                      |  | $  96,350           
|Bank time deposits |  | 27,408               |  | (11)                    |  | 27,397              
|                   |  |                     
|Total              |  | $123,758             |  | $(11)                   |  | $123,747            
|                   |  |                     

The
following table shows all investments in an unrealized loss position for which an other-than-temporary impairment has not been recognized and the related gross unrealized
losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

|                   |  | Less than 12 months
|------------------ |  | -------------------
|
|
|
|Bank time deposits |  | $27,397            
|                   |  |                    

The
Company does not have any unrealized losses that extend beyond twelve months. Management does not believe that any of the unrealized losses represent an
other-than-temporary impairment based on its evaluation of available evidence as of December 31, 2005.

Equity method investment

In February 2005, the Company acquired a 40% interest in ChinaHR.com Holdings Ltd. ("ChinaHR") for consideration of $50,000 in cash. ChinaHR is a leading
recruitment website in China and provides online recruiting, campus recruiting and other human resource solutions. As a result of its investment, the Company has the right to occupy three of seven
seats on ChinaHR's Board of Directors. In addition, the Company also has certain rights and obligations, the amount and likelihood of which are not currently determinable, to acquire a 51% or more
interest in ChinaHR in the event of an initial public offering or February 1, 2008, whichever comes first.

The
Company accounts for its investment in ChinaHR using the equity method of accounting, thereby recording 40% of ChinaHR's net results of operations from the date the Company acquired its equity
interest. For the year ended December 31, 2005, the Company recorded a loss in equity interest of $3,397, which includes $742 of amortization expense. The amortization expense was recorded
based on estimated identified intangible assets of $7,666, with estimated useful lives ranging from 1.5 years to 10 years. As of December 31, 2005, the carrying value of the
investment was $46,758 and is recorded on the consolidated balance sheet as an investment in unconsolidated affiliate.

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6. PROPERTY AND EQUIPMENT, NET

|                                      |  | December 31,
|------------------------------------- |  | ------------
|
|
|Capitalized software costs            |  | $           
|Furniture and equipment               |  |             
|Leasehold improvements                |  |             
|Computer and communications equipment |  |             
|                                     
|                                      |  |             
|Less: accumulated depreciation        |  |             
|                                     
|Property and equipment, net           |  | $           
|                                     

At
December 31, 2005 and 2004, property and equipment includes equipment financed with capital leases with a cost of $19,567 and $18,803, respectively, and accumulated depreciation of $17,576
and $16,528, respectively. Depreciation expense was $28,262, $25,785 and $21,551 for the years ended December 31, 2005, 2004 and 2003, respectively.

7. GOODWILL AND INTANGIBLE ASSETS

During the year ended December 31, 2005, the Company acquired two businesses and preliminarily recorded $112,708 of goodwill and $14,008 of identifiable intangible
assets. In addition, $2,977 of acquisition-related integration and restructuring costs were charged to goodwill in 2005 period. Due to a strengthening U.S. dollar, there was an offsetting decrease in
goodwill and intangible assets in 2005. Compared to the prior period, intangible asset balances were translated into U.S. dollars at significantly lower exchange rates at December 31, 2005.
Currencies that most affected the Company's financial position were the British Pound, Euro, Swedish Krona and Korean Won.

Goodwill
by operating segment is as follows:

|                             |  | December 31,
|---------------------------- |  | ------------
|
|
|Monster                      |  | $           
|Advertising & Communications |  |             
|                            
|Goodwill                     |  | $           
|                            

The
Company's intangible assets consist of the following:

|                            |  | December 31, 2005 |        | December 31, 2004 |   |        
|--------------------------- |  | ----------------- | ------ | ----------------- | - | -------
|
|
|
|Intangible Assets:          |  |                   |        |                   |   |        
|Trademarks/Internet Domains |  | $                 | 14,355 |                   | $ |       
|Customer relationships      |  |                   | 52,304 |                   |   | (14,972
|Non-compete agreements      |  |                   | 3,960  |                   |   | (473   
|Other                       |  |                   | 4,089  |                   |   | (2,593 
|                            |  |                   |        |                  
|Total                       |  | $                 | 74,708 |                   | $ | (18,038
|                            |  |                   |        |                  

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The
Company recorded amortization expense of $9,693, $7,243 and $1,799 on its intangible assets for the years ended December 31, 2005, 2004 and 2003, respectively. Based on the carrying value
of identified intangible assets recorded as of December 31, 2005, and assuming no subsequent impairment of the underlying assets, the annual amortization expense is as follows:

2006

2007

2008

2009

2010Estimated amortization expense

$
8,848

$
6,348

$
6,125

$
4,993

$
3,597


8. BUSINESS REORGANIZATION AND OTHER SPECIAL CHARGES

In 2002 and 2003, the Company announced reorganization initiatives to streamline its operations, spin-off HH Group, lower its cost structure, integrate businesses
previously acquired and improve its return on capital. The reorganization program included workforce reduction, consolidation of excess facilities, restructuring of certain business functions and
other special charges, primarily for exiting activities that were no longer part of the Company's strategic plan. In the fourth quarter of 2002, the Company announced further reorganization efforts
related to the spin-off of HH Group. These reorganization and spin-off costs consisted of workforce reduction, office consolidation costs, related asset write-offs,
professional fees and other special charges. Substantially all of these charges were recorded in the fourth quarter of 2002 and first quarter
of 2003. The following table details the components of the charge the Company incurred relating to its continuing operations during the year ended December 31, 2003:

Year Ended
December 31, 2003Workforce reduction

$
4,279Consolidation of excess facilities


31,414Professional fees and other


9,703Total

$
45,396


As
of December 31, 2005 and 2004, the Company's consolidated balance sheet contained accrued expenses of $15,607 and $21,595, respectively for future reorganization liabilities. These
liabilities primarily relate to real estate provisions in North America and Europe.

9. SUPPLEMENTAL CASH FLOW INFORMATION

|                             |  | Years Ended December 31, |      
|---------------------------- |  | ------------------------ | -----
|
|
|Interest paid                |  | $                        | 2,252
|Income taxes paid (refunded) |  | $                        | 1,810

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Non-cash
investing and financing activities are as follows:

|                                                                          |  | Years Ended December 31, |        
|------------------------------------------------------------------------- |  | ------------------------ | -------
|
|
|Fair value of assets acquired                                             |  | $                        | 173,913
|Less:    Liabilities assumed                                              |  |                          | (19,150
|Liabilities created in connection with business combinations              |  |                          | (6,414 
|Common stock issued in connection with business
             combinations |  |                          |       
|                                                                          |  |                          |        
|Payments for acquisitions and intangible assets, net of cash acquired     |  | $                        | 148,349
|                                                                          |  |                          |        
|Capital lease obligations incurred                                        |  | $                        | 773    
|                                                                          |  |                          |        

10. FINANCING AGREEMENT

The Company has a secured revolving credit facility that provides for maximum borrowings of $100,000 and provided that certain conditions are met, the Company may increase the
maximum borrowing amount to $125,000. The credit facility expires June 30, 2008 and is secured by substantially all of the Company's assets and is available for ongoing working capital
requirements and other corporate purposes. Under the credit facility, loans will bear interest, at the Company's option at either (1) the higher of (a) prime rate or (b) Federal
Funds rate plus 1/2 of 1%, plus a margin determined by the ratio of our debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") as defined in the revolving
credit agreement or (2) the London Interbank Offered Rate ("LIBOR") plus a margin determined by the ratio of our debt to EBITDA as defined in the revolving credit agreement. The agreement
contains certain covenants which restrict, among other things, the ability of the Company to borrow, pay dividends, repurchase its common stock, acquire businesses, distribute assets, guarantee debts
of others and lend funds to affiliated companies and contains criteria on the maintenance of certain financial statement amounts and ratios, all as defined in the agreement.

The
amount available for drawing under the credit facility is not dependent upon the amount or nature of the Company's accounts receivable balances. At December 31, 2005, the utilized portion
of this credit facility was $3,509 for standby letters of credit and $96,491 was unused. At December 31, 2005, the prime rate, federal funds rate, and one month LIBOR were 7.25%, 4.09% and
4.39%, respectively.

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11. DEBT

The Company's debt consists of the following:

|                                                                                                                          |  | December 31,
|------------------------------------------------------------------------------------------------------------------------- |  | ------------
|
|
|Borrowings under financing agreement (see Note 9)                                                                         |  | $           
|Notes payable to former owners of Tickle, Inc., non-interest bearing, interest imputed at 3.5%, due annually through 2007 |  |             
|Notes payable to former owners of Military Advantage, Inc., non-interest bearing, interest imputed at 1.5%, due 2006      |  |             
|Notes payable to former owners of QuickHire, Inc., non-interest bearing, due March, 2006                                  |  |             
|Notes payable to former owners of JobKorea; non-interest bearing, interest imputed at 7.25%, due 2006                     |  |             
|Notes payable to former owners of Emailjob.com SAS, non-interest bearing, interest imputed at 7.25%, due 2006             |  |             
|Capitalized lease obligations, payable with interest from 2% to 11%, due in varying installments through 2007             |  |             
|Other notes payable, interest rates ranging from 3% to 10%, due in varying installments through 2011                      |  |             
|                                                                                                                         
|                                                                                                                          |  |             
|Less: current portion                                                                                                     |  |             
|                                                                                                                         
|Long-term debt                                                                                                            |  | $           
|                                                                                                                         

The
following table presents future principal payments on debt:

|Year:      |  |  
|---------- |  | -
|2006       |  | $
|2007       |  |  
|2008       |  |  
|2009       |  |  
|2010       |  |  
|Thereafter |  |  
|           |  |  
|           |  | $
|           |  |  

12. STOCKHOLDERS' EQUITY

(A) Common and Class B Common Stock

Common and Class B common stock have identical rights except that each share of Class B common stock is entitled to ten votes and is convertible, at any time, at
the option of the stockholder into one share of common stock.

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(B) Share Repurchase Program

In November 2005, the Board of Directors authorized the Company to purchase up to $100 million of its shares of common stock in the open market or otherwise from
time to time over a 30-month period as conditions warrant. In December 2005, the Company repurchased 200,000 shares of its common stock for an aggregate purchase price of $7,907. In
addition, in April 2005, the Company withheld shares to satisfy tax withholding liabilities upon the vesting of restricted stock for a former executive employee. The value of the shares at the
time of vesting was $1,397 and was recorded as a component of treasury stock.

(C) Stock Options

In January 1996, the Company's Board of Directors (the "Board") adopted the 1996 Employee Stock Option Plan and a stock option plan for non-employee
directors (the "1996 Plans"). The employee stock option plan provided for the issuance of both incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code") and nonqualified stock options. Options granted for non-employee directors did not qualify as incentive stock options within the meaning of Section 422 of
the Code.

In
December 1998, the Company adopted a long-term incentive plan (the "1999 Plan"), pursuant to which stock options, stock appreciation rights, restricted stock and other equity
based awards may be granted. Following the adoption of the 1999 Plan, no options are available for future grants under the 1996 Plans. Stock options granted under the 1999 Plan may be incentive stock
options and nonqualified stock options within the meaning of the Code. Stock options awarded by the Company generally have an exercise price of 100% of the fair market value of the common stock on the
date of grant, a ten-year term and become exercisable in accordance with a vesting schedule determined by the Board. The total number of shares of the common stock of the Company that may
be granted under the 1999 Plan is the sum of 30,000,000 and the number of shares that would have been available for new awards under the 1996 Plans if they were still in effect. At December 31,
2005, approximately 9,373,047 options were exercisable and 6,266,325 options were available for future grants.

As
discussed in Note 2, the Special Committee has determined that the exercise price of a substantial number of stock option grants during the periods between 1997 through March 31, 2003
differed from the fair market value of the underlying shares on the measurement date. In most cases, the original date assigned to the grant corresponded to the date as of which a unanimous written
consent ("UWC") was executed by the members of the Compensation Committee of the Company's Board of Directors, but the date of that consent did not correspond to the actual date on which the
identities of the individual optionees and the number of shares underlying each option was determined. The Company believes that the dates as of which the UWC's were dated were earlier than the dates
on which they were actually executed. In a significant number of instances, the stock price on the assigned date (the date as of which the UWC was executed) was lower, sometimes substantially lower,
than the price on the date the award may be deemed to have actually been determined.

Amounts
below reflect option activity of employees in the Company's continuing operations as well as HH Group employees. The outstanding stock options of the Company were adjusted in 2003 to reflect
the impact of the spin-off transaction. For employees who continued employment with the Company, the option remained an option for Monster Worldwide common stock with the number of shares
and

80

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the
related exercise price adjusted to preserve the intrinsic value of each option. For employees who worked for HH Group after the spin-off, certain options were cancelled in accordance
with the provisions of the spin-off agreement.

|                                                               |  | December 31, 2005 |   | December 31, 2004 |       | December 31, 2003
|-------------------------------------------------------------- |  | ----------------- | - | ----------------- | ----- | -----------------
|
|Outstanding at beginning of year                               |  | 18,999            |   | $                 | 26.20 |                  
|Granted                                                        |  | 344               |   |                   | 28.96 |                  
|Spin-off adjustment                                            |  |                  |   |                   |      |                  
|Exercised                                                      |  | (4,853            | ) |                   | 19.58 |                  
|Forfeited/cancelled                                            |  | (817              | ) |                   | 30.85 |                  
|                                                               |  |                   |   |                   |       |                  
|Outstanding at end of year                                     |  | 13,673            |   | $                 | 27.94 |                  
|                                                               |  |                   |   |                   |       |                  
|Options exercisable at year-end                                |  | 9,373             |   | $                 | 27.56 |                  
|Weighted average fair value of options granted during the year |  |                   |   | $                 | 28.96 |                  

The
following table summarizes information about stock options outstanding at December 31, 2005 (share amounts in thousands):

|Range of
Exercise Prices |                | Number
Outstanding at
December 31, 2005 |       | Weighted Average
Exercise Price |   | Weighted Average
Remaining
Contractual
Life (Years) |       | Number
Exercisable at
December 31, 2005 |  | Weighted Average
Exercise Price
|------------------------ | -------------- | --------------------------------------- | ----- | ------------------------------- | - | --------------------------------------------------- | ----- | --------------------------------------- |  | -------------------------------
|$                        | 0.00 to $20.00 |                                         | 2,392 |                                 | $ | 10.63                                               |       | 5.4                                     |  | 2,392                          
|                         | 20.01 to 26.00 |                                         | 5,068 |                                 |   | 23.81                                               |       | 6.3                                     |  | 2,926                          
|                         | 26.01 to 32.00 |                                         | 1,105 |                                 |   | 28.86                                               |       | 6.3                                     |  | 713                            
|                         | 32.01 to 50.00 |                                         | 4,415 |                                 |   | 37.13                                               |       | 7.1                                     |  | 2,649                          
|                         | 50.01 to 97.34 |                                         | 693   |                                 |   | 57.86                                               |       | 4.3                                     |  | 693                            
|                         |                |                                         |       |                                 |   |                                                     |       |                                         |  |                                
|                         |                | Total                                   |       | 13,673                          |   |                                                     | 27.94 |                                         |  |                                
|                         |                |                                         |       |                                 |   |                                                     |       |                                         |  |                                

13. INCOME TAXES

In connection with the restatement of the consolidated financial statements, as described in Note 2, adjustments have been made to the income tax expense reported in the
Company's consolidated statements of operations, tax benefits previously recognized in additional paid-in capital in the statement of stockholder's equity and deferred tax assets and
income taxes payable on the balance sheet. In accordance with Section 162(m), stock options that are in-the-money at the time of grant do not qualify as performance
based compensation. Tax deductions for such options are not deductible in the year of exercise if exercised by one of the five listed officers still employed at the end of the year, whose compensation
is required to be disclosed in the annual Proxy Statement, but only if such executive's other non-performance based compensation in the year of exercise exceeds $1 million.
Consequently, due to the issuance of in the money stock options, the Company expects that

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approximately
$33 million of compensation deductions will be disallowed under Section 162(m). Such disallowance is expected to reduce tax loss carryovers otherwise absorbed in 2005 which
reduced the Company's 2005 tax liability. The Company is presently being examined by the Internal Revenue Service and the Company has notified the examining agents of the stock option review.

The
disallowance of tax benefits is reflected in the restated financial statements by reducing the recorded tax benefit on the statements of operations in years of exercise in the amount of
$2.3 million for periods through December 31, 2001, and $2.5 million in 2004. Excess tax benefits previously credited to additional paid-in capital were reduced by
$4.6 million for periods through December 31, 2001, and were not affected thereafter. A current liability of $9.4 million has been reflected on the balance sheet as of
December 31, 2005 for the expected tax due.

The
Company has recognized income tax benefits for financial reporting purposes on the additional non-cash stock based compensation expense recorded in connection with the restatement
discussed in Note 2. The non-cash stock based compensation expense is recognized ratably over the option vesting periods. Recorded tax benefits are reversed when options expire
unexercised, or when exercises occur which are subject to Section 162(m) limitations. At December 31, 2005, recorded deferred tax assets for stock based compensation on unexercised
options for officers who were listed in the Company's 2005 Proxy Statement was $6.7 million.

The
components of income from continuing operations before income taxes are as follows:

|                                                             |  | Years Ended December 31, |        
|------------------------------------------------------------ |  | ------------------------ | -------
|
|
|
|Domestic                                                     |  | $                        | 157,824
|Foreign                                                      |  |                          | 12,583 
|                                                             | 
|Income (loss) from continuing operations before income taxes |  | $                        | 170,407
|                                                             | 

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Income
taxes relating to the Company's continuing operations are as follows:

|                       |                             | Years Ended December 31, |       
|---------------------- | --------------------------- | ------------------------ | ------
|
|
|
|Current income taxes:  |                             |                          |       
|                       | U.S. Federal                |                          | $     
|                       | State and local             |                          |       
|                       | Foreign                     |                          |       
|                       |                            
|                       | Total current income taxes  |                          |       
|                       |                            
|Deferred income taxes: |                             |                          |       
|                       | U.S. Federal                |                          |       
|                       | State and local             |                          |       
|                       | Foreign                     |                          |       
|                       |                            
|                       | Total deferred income taxes |                          |       
|                       |                            
|Income taxes           |                             | $                        | 60,809
|                       |                            

The
tax effects of temporary differences that give rise to the Company's deferred tax assets and liabilities are as follows:

|                                      |                                                    | December 31, |      
|------------------------------------- | -------------------------------------------------- | ------------ | -----
|
|
|
|Deferred tax assets:                  |                                                    |              |      
|                                      | Allowance for doubtful accounts                    |              | $    
|                                      | Accrued expenses and other liabilities             |              |      
|                                      | Accrued business reorganization and spin-off costs |              |      
|                                      | Other reserves not currently deductible            |              |      
|                                      | Investments in foreign entities discontinued       |              |      
|                                      | Tax loss carry forwards                            |              |      
|                                      | Tax credits                                        |              |      
|                                      | Non-cash stock based compensation expense          |              |      
|                                      | Valuation allowance                                |              |      
|                                      |                                                   
|                                      | Deferred tax assets                                |              |      
|                                      |                                                   
|Deferred tax liabilities:             |                                                    |              |      
|                                      | Property and equipment                             |              |      
|                                      | Intangibles                                        |              |      
|                                      |                                                   
|                                      | Deferred tax liabilities                           |              |      
|                                      |                                                   
|Net deferred tax assets (liabilities) |                                                    | $            | 5,663
|                                      |                                                   

As
of December 31, 2005 and 2004, net current deferred tax assets were $8,048 and $12,597 respectively, and net non-current deferred tax assets were $19,989 and $21,507
respectively. Net

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non-current
deferred tax liabilities were $22,374 as of December 31, 2005. The Company did not have any deferred tax liablities as of December 31, 2004.

At
December 31, 2005, the Company has net operating loss carry- forwards, for U.S. Federal tax purposes of approximately $9,000 which expire in 2020 and operating loss carry forwards in the
United Kingdom of approximately $55,000 with no expiration periods. In addition, the Company also has approximately $169,000 of net operating loss carry forwards in various other countries throughout
the world, of which approximately $139,000 have no expiration date and $30,000 of which expire in years 2007 through 2016.

Realization
of the Company's net deferred tax assets is dependant upon the Company generating sufficient taxable income in future years in the appropriate tax jurisdictions to obtain a benefit from
the reversal of deductible temporary differences and from tax loss carry-forwards.

The
Company has concluded that, based on expected future results and the future reversals of existing taxable temporary differences, it is more likely than not that certain deferred tax assets cannot
be used in the foreseeable future, principally net operating losses in foreign jurisdictions. Accordingly, a valuation allowance has been established for these tax benefits. During the year ended
December 31, 2005, a valuation allowance on a portion of these deferred tax assets was reversed due to taxable income generated in 2005 and expected future taxable income. The valuation
allowance decreased by a total of $15,135 of which $2,800 was attributable to tax deductions generated from exercises of employee stock options for which the tax benefit was credited to paid in
capital.

Acquired
tax losses, whose ultimate realization is uncertain, represent $20,554 of the valuation allowance. In the event these losses are ultimately realized, the resulting tax benefit will be
credited to goodwill of the related acquisition.

Income
taxes related to the Company's continuing operations differ from the amount computed using the Federal statutory income tax rate as follows:

|                                                                |  | Years Ended December 31, |       
|--------------------------------------------------------------- |  | ------------------------ | ------
|
|
|
|Income taxes at Federal statutory rate                          |  | $                        | 59,642
|State income taxes, net of Federal income tax effect            |  |                          | 6,333 
|Tax exempt interest income                                      |  |                          | (914  
|Non-deductible meals and entertainment                          |  |                          | 507   
|Effect of foreign operations                                    |  |                          | (1,235
|Change in valuation allowance                                   |  |                          | (4,902
|Nondeductible business reorganization and other special charges |  |                          |      
|Other                                                           |  |                          |      
|Non-deductible stock based compensation expense*                |  |                          | 1,378 
|                                                                | 
|Income taxes                                                    |  | $                        | 60,809
|                                                                | 

*Included
in the 2004 amount is $2,497 of Section 162(m) disallowance.

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Provision
has not been made for U.S. or additional foreign taxes on undistributed earnings of foreign subsidiaries. Such earnings have been and will continue to be reinvested but could become subject
to additional tax if they were remitted as dividends, or were loaned to the Company or a U.S. affiliate, or if the Company should sell its stock in the foreign subsidiaries. It is not practicable to
determine the amount of additional tax, if any, that might be payable on the undistributed foreign earnings. The Company believes its undistributed foreign earnings are presently insignificant.

14. COMMITMENTS AND CONTINGENCIES

(A) Leases

The Company leases its facilities and a portion of its capital equipment under operating leases and certain equipment under capital leases that expire at various dates through
2015. Some of the operating leases provide for increasing rents over the terms of the leases; total rent expense under these leases is recognized ratably over the initial renewal period of each lease.
The following table presents future minimum lease commitments under capital leases, non-cancelable operating leases and minimum rentals to be received under non-cancelable
subleases at December 31, 2005:

|                                        |  | Capital
Leases |     | Operating
Leases |   | Sublease
Income
|--------------------------------------- |  | -------------- | --- | ---------------- | - | ---------------
|                                        |  |               
|2006                                    |  | $              | 175 |                  | $ | 36,361         
|2007                                    |  |                | 90  |                  |   | 34,872         
|2008                                    |  |                |    |                  |   | 33,296         
|2009                                    |  |                |    |                  |   | 31,104         
|2010                                    |  |                |    |                  |   | 25,891         
|Thereafter                              |  |                |    |                  |   | 127,748        
|                                        |  |               
|                                        |  |                | 265 |                  | $ | 289,272        
|                                        |  |                |     |                  |  
|Less: Amount representing interest      |  |                | 10  |                  |   |                
|                                        |  |                |     |                  |   |                
|Present value of minimum lease payments |  |                | 255 |                  |   |                
|Less: Current portion                   |  |                | 175 |                  |   |                
|                                        |  |                |     |                  |   |                
|                                        |  | $              | 80  |                  |   |                
|                                        |  |                |     |                  |   |                

Total
rent and related expenses under operating leases was $36,522, $30,673 and $27,480 for each of the three years ended December 31, 2005. Operating lease obligations after 2010 relate
primarily to office facilities.

(B) Consulting, Employment and Non-Compete Agreements

The Company has entered into various consulting, employment and non-compete and/or non-solicitation agreements with certain key management personnel and
former owners of acquired businesses. Employment agreements with key members of management are generally at will and provide for an unspecified term and for specified notice or the payment of
severance in certain circumstances. Mr. Andrew J. McKelvey, the Company's Chairman and Chief Executive Officer ("CEO") had an agreement that provided for automatic renewal for
one-year terms except in the event of timely notice of non-renewal and also provided for the payment of severance in certain

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circumstances.
Mr. Paul Camara, an executive officer of the Company, has an agreement that provides for a term through December 31, 2007 and for the payment of severance in certain
circumstances.

On
October 6, 2006, Andrew J. McKelvey resigned from his positions as Chairman of the Board and Chief Executive Officer. The Board of Directors of the Company named William M. Pastore, the
Company's then President and Chief Operating Officer as its Chief Executive Officer and as a director. Mr. McKelvey kept his seat on the Board of Directors and was named Chairman Emeritus. On
October 29, 2006, Andrew J. McKelvey resigned as a member of the Board of Directors and as Chairman Emeritus. Mr. McKelvey and his legal counsel have advised the Special Committee of the
Board of Directors that Mr. McKelvey had declined to be interviewed by the Special Committee on the previously agreed date and that Mr. McKelvey would not provide assurance he would
appear at a later date.

(C) Employee Benefit Plans

The Company has a 401(k) profit-sharing plan covering all eligible employees. The Company provides for employer matching contributions equal to 50% of employee contributions,
up to a maximum of 6% of their eligible compensation. Matching contributions are paid to participating employees in the form of Monster Worldwide common stock. As a result, salaries and related
expenses contain $4,100, $2,203 and $2,018 of non-cash employer matching contributions related to the Company's continuing operations for the years ended December 31, 2005, 2004 and
2003, respectively.

The
Company also has defined contribution employee benefit plans for its employees outside of the United States. The cost of these plans included in salaries and related expenses were $3,635, $3,302
and $2,300 for the years ended December 31, 2005, 2004 and 2003, respectively.

(D) Litigation

The Company is subject to various claims from taxing authorities, lawsuits and other complaints arising in the ordinary course of business. The Company records provisions for
losses when claims become probable and the amounts are estimable. Although the outcome of these legal matters cannot be determined, it is the opinion of management that the final resolution of these
matters will not have a material adverse effect on the Company's financial condition, operations or liquidity. See Note 17 for further discussion of stock option related litigation.

15. RELATED PARTY TRANSACTIONS

Through May 2, 2005, the Company leased an office from an entity in which its CEO and other directors and executive officers, had an approximately 84% ownership
interest. This lease was terminated on May 2, 2005 in connection with the disposition of the Company's TMP Direct marketing business, and the Company no longer occupies this space. Rent expense
paid in 2005 through the disposition date was approximately $185.

The
Company periodically pays for its use of an aircraft which through December 31, 2003 was owned by a holding company that was controlled by the CEO. On December 31, 2003,
Mr. McKelvey sold such holding company to General Yellow Pages Consultants, Inc. d/b/a The Marquette Group ("The Marquette Group"), however Mr. McKelvey continues to have
obligations to a third party lender with

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respect
to the aircraft. Commencing June 17, 2003, the Company has had agreements with third-party chartering companies unaffiliated with the Company, Mr. McKelvey or The Marquette Group
which have governed the Company's use of the aircraft. During the years ended December 31, 2005, 2004 and 2003, $1,254, $685 and $540, respectively, were charged to office and general expense
for use of the aircraft.

The
Company leases office space to an investment company that is 50% owned by Andrew J. McKelvey. Rental income received from the investment company was $36, $67 and $17 in the years ended
December 31, 2005, 2004 and 2003, respectively. This lease was terminated on October 31, 2006.

Stuart
McKelvey, the son of Andrew J. McKelvey, served as President of the Company's Directional Marketing ("DM") division through June 1, 2005. For the period January 1, 2005 through
June 1, 2005, Stuart McKelvey received base salary of $162 from the Company. On June 1, 2005, the Company sold its DM division to an affiliate of a private equity firm (the "buyer"). In
connection with the sale of its Directional Marketing division, the Company paid a bonus of $110 to Stuart McKelvey. Neither the Company nor any of its subsidiaries has any obligation to Stuart
McKelvey. Stuart McKelvey is employed by the buyer and invested $250 of his own money into the sold DM business, for a 1.5% equity interest. In addition, Stuart McKelvey also has the ability, subject
to business performance and time-based vesting, to receive up to a 7.5% equity interest in DM.

Following
Mr. McKelvey's resignation and at the direction of management and the Board of Directors, the Company's internal audit department and outside counsel examined certain transactions
between the Company and Mr. McKelvey or entities or individuals affiliated with him. Management identified various related party transactions involving Mr. McKelvey over the period
between 1996 and 2006, certain of which were not properly disclosed in the Company's filings with the United States Securities and Exchange Commission ("SEC"): (i) Mr. McKelvey owed
outstanding amounts to the Company during each of the fiscal years ended 1996 through 2006. The indebtedness owed by Mr. McKelvey includes notes payable in favor of the Company, substantially
offset by indebtedness owed by the Company to Mr. McKelvey. (ii) The Company has provided healthcare benefits to nine relatives and nine personal employees of Mr. McKelvey at
varying times since 1997. (iii) The Company has processed the payroll for up to nine people personally employed by Mr. McKelvey at varying times since 1997. Mr. McKelvey generally
reimbursed the Company for a vast majority of these salaries after the Company disbursed funds on behalf of Mr. Mckelvey to his personal employees. (iv) The Company granted stock options
to four of Mr. McKelvey's personal employees at various dates from 1999 through 2002. (v) Certain of Mr. McKelvey's personal employees participated in the Company's 401(k) plan
at varying times during the period of 1997 through 2003.

Mr. McKelvey
has reimbursed the Company approximately $533 for certain expenses paid by the Company during the periods 1996 through 2006. The Company continues to seek reimbursement, plus
interest, on certain other items.

16. SEGMENT AND GEOGRAPHIC DATA

The Company operates in two business segments: Monster and Advertising & Communications. In June 2005, the Company changed its operating segment structure to
report Corporate operating expenses separately. Accordingly, corporate level operating expenses are not allocated to the Company's operating segments. In addition, the Company's Advertising &
Communications segment

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has
been restated to reflect certain businesses that were transferred to it, upon the sale of the Company's former Directional Marketing segment (See Note 4). The Company's Advertising &
Communications division recognizes a commission on the sale of certain Monster products. Revenue recognized by the Advertising & Communications segment for such sales was $25,733, $13,272 and
$13,227 for the years ended December 31, 2005, 2004 and 2003, respectively.

Corporate
operating expenses for the three years ended December 31, 2005 include $12,239, $13,118 and $23,529, respectively, of non-cash stock based compensation costs in connection
with the investigation into the Company's historical stock option grant practices and related accounting. The results for the Company's Monster and Advertising and Communications business units have
not changed from the Original Filing.

The
following tables present the Company's operations by business segment and by geographic region:

|                             |  | Years ended December 31,
|---------------------------- |  | ------------------------
|
|                            
|Monster                      |  | $                       
|Advertising & Communications |  |                         
|                            
|Total revenue                |  | $                       
|                            

|                             |  | Years ended December 31, |        
|---------------------------- |  | ------------------------ | -------
|
|
|
|Monster                      |  | $                        | 206,499
|Advertising & Communications |  |                          | 15,112 
|Corporate expenses(b)        |  |                          | (57,433
|                             | 
|Operating income (loss)      |  | $                        | 164,178
|                             | 

|                   |  | Years ended December 31,
|------------------ |  | ------------------------
|
|                  
|United States      |  | $                       
|United Kingdom     |  |                         
|Continental Europe |  |                         
|Other(d)           |  |                         
|                  
|Total              |  | $                       
|                  

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The
following table reconciles each reportable segment's assets to total assets reported on the Company's consolidated balance sheets:

|Total Assets as of December 31,   |  | 2005 |           | 2004
|--------------------------------- |  | ---- | --------- | ----
|
|
|Monster                           |  | $    | 956,161   |     
|Advertising & Communications      |  |      | 348,437   |     
|Corporate                         |  |      | 326,480   |     
|Shared assets(e)                  |  |      | 47,637    |     
|Assets of discontinued operations |  |      |          |     
|                                 
|Total Assets                      |  | $    | 1,678,715 |     
|                                 



Business reorganization,
    spin-off and other special charges

Year Ended
December 31,
2003Monster

$
14,198Advertising & Communications


15,687Corporate


15,511Total

$
45,396




17. SUBSEQUENT EVENTS

Divestitures and Acquisitions

On March 1, 2006, the Company sold its TMP Worldwide Advertising & Communications businesses in Australia/New Zealand and Singapore in two separate transactions.
The sales of these businesses were the result of the Company's ongoing assessment of its operations to support the growth of the Monster franchise in local and international markets.

On
May 2, 2006, the Company acquired PWP, LLC ("PWP"), for $20,000 cash and 20,000 shares of unregistered common stock. Under the terms of the agreement, the Company paid $17,000 upon closing
and will pay the remaining $3,000 within 12 to 18 months of the closing, subject to certain conditions. PWP was acquired by the Company's Internet Advertising & Fees segment and owns
education-related domain names.

On
May 10, 2006, the Company sold its remaining TMP Worldwide Advertising & Communications businesses in Europe. The sale includes all of the Company's Advertising &
Communications businesses

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in
the United Kingdom and Ireland. In a separate transaction, the Company also sold its recruitment advertising agency in Spain. The purchase price of these transactions was approximately $40,000,
including approximately $31,000 in cash and a $9,000 note receivable. These transactions allow the Company to focus its resources on the expansion and growth of Monster across local and international
markets.

On
August 31, 2006, the Company sold its TMP Worldwide Advertising & Communications business in the United States and Canada. The purchase price of the transaction was $45,000. The sale
completes the global divestiture of the Advertising & Communications unit.

Stock Option Investigation

As described in Note 2, the Company announced on June 12, 2006 that a Special Committee was established to conduct an independent investigation into the Company's
historical stock option grant practices and related accounting. The Special Committee was being assisted by independent legal counsel and outside accounting experts. As a result of their review, it
was determined that the exercise price of a substantial number of stock option grants during the periods between 1997 through March 31, 2003 differed from the fair market value of the
underlying shares on the measurement date.

On
October 6, 2006, Andrew J. McKelvey resigned from his positions as Chairman of the Board and Chief Executive Officer. The Board of Directors of the Company named William M. Pastore, the
Company's then President and Chief Operating Officer as its Chief Executive Officer and as a director. On that date, the Board of Directors established an Executive Committee consisting of Salvatore
Iannuzzi, Chair, John Gaulding and Ronald Kramer to act for the Board of Directors in overseeing the Company's affairs and to perform the functions of the Chairman. Mr. McKelvey kept his seat
on the Board of Directors and was named Chairman Emeritus. On October 29, 2006, Andrew J. McKelvey resigned as a member of the Board of Directors and as Chairman Emeritus. Mr. McKelvey
and his legal counsel have advised the Special Committee of the Board of Directors that Mr. McKelvey had declined to be interviewed by the Special Committee on the previously agreed date and
that Mr. McKelvey would not provide assurance he would appear at a later date.

Following
Mr. McKelvey's resignation and at the direction of management and the Board of Directors, the Company's internal audit department and outside counsel examined certain transactions
between the Company and Mr. McKelvey or entities or individuals affiliated with him. As a result of that examination, the Company has determined to expand the disclosure of related party
transactions by including in this Form 10-K/A, the information required by Part III that in the original filing on Form 10-K had been incorporated by
reference to the Company's Proxy Statement. Mr. McKelvey has reimbursed the Company approximately $533 for certain expenses paid by the Company during the periods 1996 through 2006. The Company
continues to seek reimbursement, plus interest, on certain other items.

On
November 22, 2006, the Company's Board of Directors, with concurrence from the Special Committee, announced that it had terminated for cause Myron Olesnyckyj, the Company's former Senior
Vice-President, General Counsel and Secretary. Mr. Olesnyckyj was suspended from his position on September 19, 2006. The action was a result of the Special Committee's review
of the Company's historical stock option grant practices.

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The
Company has incurred significant expenses in 2006 for legal, tax, accounting and other professional services in connection with the stock option investigation, preparation of restated consolidated
financial statements, stock option related litigation and government investigations. The Company expects to continue to incur substantial costs in 2007 in connection with these matters.

Stock Option Regulatory Proceedings and Litigation

Both the United States Attorneys Office ("USAO") and the SEC have informed the Company that each is conducting an investigation into the Company's past stock option grants. In
connection therewith, the Company has received a grand jury subpoena from the United States District Court for the Southern District of New York and requests for the voluntary production of documents
from the SEC. The Company is cooperating fully with both the USAO and the SEC.

In
October 2006, a putative class action litigation was filed in the United States District Court for the Southern District of New York by a former Company employee against the Company and a
number of its current and former officers and directors. The action purports to be brought on behalf of all participants in the Company's 401(k) plan. The complaint alleges that the defendants
breached their fiduciary obligations to plan participants under §§ 404, 405, 409 and 502 of the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. § 1104
et seq., by allowing Plan participants to purchase and to hold and maintain Company stock in their Plan accounts without disclosing to those Plan participants the historical stock option practices.
The complaint seeks, among other relief, equitable restitution, attorney's fees and an order enjoining defendants from violations of ERISA.

In
addition, derivative actions in connection with historical stock option practices have been commenced by shareholders purportedly on behalf of the Company in both the United States District Court
for the Southern District of New York and in the Supreme Court of the State of New York, New York County, against a number of current and former officers and directors of the Company, naming the
Company as a nominal defendant.

On
October 20, 2006, the three federal court actions were consolidated by the Court and styled asIn re Monster Worldwide, Inc. Stock Option Derivative
Litigation, Master Docket 1:06:cv-04622 (S.D.N.Y.)(NRB-DCF) (Consolidated Action). It is expected that the plaintiffs in the consolidated federal
actions will file a consolidated amended complaint on or about December 19, 2006. The current federal complaints assert claims for breach of fiduciary duty, gross mismanagement, unjust
enrichment, and violations of Sections 10(b) and 14(a) of the Securities Exchange Act of 1934 (the "Exchange Act") for the period between January 1, 1997 and the present. The federal court
plaintiffs seek, among other relief, an indeterminate amount of damages from the individual defendants.

On
September 18, 2006, the three purported derivative actions that were filed in the Supreme Court of the State of New York, New York County, were also consolidated. The consolidated actions
have been styled as In re Monster Worldwide Inc. Derivative Litigation, Index. No. 06-108700 (Supreme, N.Y. County). On or about December 1, 2006, the plaintiffs in
the consolidated state court actions filed a consolidated amended complaint asserting claims for breach of fiduciary duty and related state law causes of action. The state court plaintiffs seek, among
other relief, an indeterminate amount of damages from the individual defendants.

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The
Company has received correspondence from, or on behalf of, certain former employees who are the grantees of certain vested stock options that were scheduled to expire or be forfeited unless
exercised within the last several months. In light of the current suspension of the Company's S-8 and the resulting prohibition on the exercise of any stock options, said individuals were
precluded from exercising such options prior to their expiration date. The former employees have informed the Company that they will seek to hold the Company liable for any financial damages suffered
as a result of their inability to exercise the options during the suspension period.

The
Company may become subject to additional private or government actions. The expense of defending such litigation may be significant. In addition, an unfavorable outcome in such litigation could
have a material adverse effect on the Company's business and results of operations. The Company may also be obligated under the terms of its by-laws to advance litigation costs for
directors and officers named in litigation relating to their roles at the Company.

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MONSTER WORLDWIDE, INC.  FINANCIAL INFORMATION BY QUARTER (UNAUDITED)  (in thousands, except per share amounts)

|                                                       |                                                        | Q1 2005 |         | Q2 2005 |   | Q3 2005 |       | Q4 2005 |        
|------------------------------------------------------ | ------------------------------------------------------ | ------- | ------- | ------- | - | ------- | ----- | ------- | -------
|
|
|Revenue:                                               |                                                        |         |         |         |   |         |       |         |        
|                                                       | Monster                                                |         | $       | 189,534 |   | $       |      |         | $      
|                                                       | Advertising & Communications                           |         |         | 42,519  |   |         |      |         |        
|                                                       |                                                       
|Total revenue                                          |                                                        |         | 232,053 |         |   |        |       |         | 232,053
|                                                       |                                                       
|                                                       | Salaries and related                                   |         |         | 100,556 |   |         | 3,061 |         |        
|                                                       | Office and general                                     |         |         | 46,382  |   |         |      |         |        
|                                                       | Marketing and promotion                                |         |         | 48,446  |   |         |      |         |        
|                                                       |                                                       
|Total operating expenses                               |                                                        |         | 195,384 |         |   | 3,061   |       |         | 198,445
|                                                       |                                                       
|Operating income                                       |                                                        |         | 36,669  |         |   | (3,061  | )     |         | 33,608 
|Interest and other, net                                |                                                        |         | (67     | )       |   |        |       |         | (67    
|                                                       |                                                       
|Income from continuing operations before income taxes  |                                                        |         | 36,602  |         |   | (3,061  | )     |         | 33,541 
|Income taxes                                           |                                                        |         | 13,068  |         |   | (809    | )     |         | 12,259 
|Losses in equity interest                              |                                                        |         | (209    | )       |   |        |       |         | (209   
|                                                       |                                                       
|Income from continuing operations                      |                                                        |         | 23,325  |         |   | (2,252  | )     |         | 21,073 
|Income (loss) from discontinued operations, net of tax |                                                        |         | (2,755  | )       |   | (356    | )     |         | (3,111 
|                                                       |                                                       
|Net income                                             |                                                        | $       | 20,570  |         | $ | (2,608  | )     | $       | 17,962 
|                                                       |                                                       
|Basic earnings (loss) per share:(1)                    |                                                        |         |         |         |   |         |       |         |        
|                                                       | Income from continuing operations                      |         | $       | 0.19    |   | $       | (0.02 | )       | $      
|                                                       | Income (loss) from discontinued operations, net of tax |         |         | (0.02   | ) |         |      |         |        
|                                                       |                                                       
|Net income                                             |                                                        | $       | 0.17    |         | $ | (0.02   | )     | $       | 0.15   
|                                                       |                                                       
|Diluted earnings (loss) per share:(1)                  |                                                        |         |         |         |   |         |       |         |        
|                                                       | Income from continuing operations                      |         | $       | 0.19    |   | $       | (0.02 | )       | $      
|                                                       | Income (loss) from discontinued operations, net of tax |         |         | (0.02   | ) |         |      |         |        
|                                                       |                                                       
|Net income                                             |                                                        | $       | 0.17    |         | $ | (0.02   | )     | $       | 0.15   
|                                                       |                                                       
|Weighted average shares outstanding:                   |                                                        |         |         |         |   |         |       |         |        
|Basic                                                  |                                                        |         | 120,655 |         |   |        |       |         | 120,655
|Diluted                                                |                                                        |         | 123,577 |         |   |        |       |         | 123,577

---



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MONSTER WORLDWIDE, INC.  FINANCIAL INFORMATION BY QUARTER (UNAUDITED)  (in thousands, except per share amounts)

|                                                       |                              | Q1 2004 |         | Q2 2004 |   | Q3 2004 |       | Q4 2004 |        
|------------------------------------------------------ | ---------------------------- | ------- | ------- | ------- | - | ------- | ----- | ------- | -------
|
|
|Revenue:                                               |                              |         |         |         |   |         |       |         |        
|                                                       | Monster                      |         | $       | 122,162 |   | $       |      |         | $      
|                                                       | Advertising & Communications |         |         | 39,048  |   |         |      |         |        
|                                                       |                             
|Total revenue                                          |                              |         | 161,210 |         |   |        |       |         | 161,210
|                                                       |                             
|                                                       | Salaries and related         |         |         | 71,469  |   |         | 3,458 |         |        
|                                                       | Office and general           |         |         | 35,546  |   |         |      |         |        
|                                                       | Marketing and promotion      |         |         | 37,845  |   |         |      |         |        
|                                                       |                             
|Total operating expenses                               |                              |         | 144,860 |         |   | 3,458   |       |         | 148,318
|                                                       |                             
|Operating income                                       |                              |         | 16,350  |         |   | (3,458  | )     |         | 12,892 
|Interest and other, net                                |                              |         | (286    | )       |   |        |       |         | (286   
|                                                       |                             
|Income from continuing operations before income taxes  |                              |         | 16,064  |         |   | (3,458  | )     |         | 12,606 
|Income taxes                                           |                              |         | 5,335   |         |   | (918    | )     |         | 4,417  
|                                                       |                             
|Income from continuing operations                      |                              |         | 10,729  |         |   | (2,540  | )     |         | 8,189  
|Income (loss) from discontinued operations, net of tax |                              |         | 1,676   |         |   | (644    | )     |         | 1,032  
|                                                       |                             
|Net income                                             |                              | $       | 12,405  |         | $ | (3,184  | )     | $       | 9,221  
|                                                       |                             
|Basic earnings (loss) per share:(1)                    |                              |         |         |         |   |         |       |         |        
|Income from continuing operations                      |                              | $       | 0.09    |         | $ | (0.02   | )     | $       | 0.07   
|Income (loss) from discontinued operations, net of tax |                              |         | 0.02    |         |   | (0.01   | )     |         | 0.01   
|                                                       |                             
|Net income                                             |                              | $       | 0.11    |         | $ | (0.03   | )     | $       | 0.08   
|                                                       |                             
|Diluted earnings (loss) per share:(1)                  |                              |         |         |         |   |         |       |         |        
|Income from continuing operations                      |                              | $       | 0.09    |         | $ | (0.02   | )     | $       | 0.07   
|Income (loss) from discontinued operations, net of tax |                              |         | 0.01    |         |   | (0.01   | )     |         | 0.01   
|                                                       |                             
|Net income                                             |                              | $       | 0.11    |         | $ | (0.03   | )     | $       | 0.08   
|                                                       |                             
|Weighted average shares outstanding:                   |                              |         |         |         |   |         |       |         |        
|                                                       | Basic                        |         |         | 115,533 |   |         |      |         |        
|                                                       | Diluted                      |         |         | 118,030 |   |         |      |         |        

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MONSTER WORLDWIDE, INC.  CONSOLIDATED CONDENSED BALANCE SHEETS  (unaudited, in thousands)

|                                     |                                                  | March 31, 2004             |   | June 30, 2004 |           | September 30, 2004
|------------------------------------ | ------------------------------------------------ | -------------------------- | - | ------------- | --------- | ------------------
|
|ASSETS                               |                                                  |                            |   |               |           |                   
|Current assets:                      |                                                  |                            |   |               |           |                   
|                                     | Cash and cash equivalents                        |                            | $ | 155,888       |           | $                 
|                                     | Marketable securities                            |                            |   |              |           |                   
|                                     | Accounts receivable, net                         |                            |   | 246,915       |           |                   
|                                     | Prepaid and other                                |                            |   | 55,659        |           |                   
|                                     | Current assets of discontinued operations        |                            |   | 124,097       |           |                   
|                                    
|                                     |                                                  | Total current assets       |   |               | 582,559   |                   
|                                    
|                                     | Property and equipment, net                      |                            |   | 73,039        |           |                   
|                                     | Goodwill                                         |                            |   | 389,608       |           |                   
|                                     | Intangibles, net                                 |                            |   | 27,738        |           |                   
|                                     | Other assets                                     |                            |   | 17,674        |           |                   
|                                     | Investment in unconsolidated affiliate           |                            |   |              |           |                   
|                                     | Long-term assets of discontinued operations      |                            |   | 82,801        |           |                   
|                                    
|                                     |                                                  | Total assets               |   | $             | 1,173,419 |                   
|                                    
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                                  |                            |   |               |           |                   
|Current liabilities:                 |                                                  |                            |   |               |           |                   
|                                     | Accounts payable, accrued expenses and other     |                            | $ | 281,426       |           | $                 
|                                     | Deferred revenue                                 |                            |   | 162,856       |           |                   
|                                     | Current portion of long-term debt                |                            |   | 10,814        |           |                   
|                                     | Current liabilities of discontinued operations   |                            |   | 158,464       |           |                   
|                                    
|                                     |                                                  | Total current liabilities  |   |               | 613,560   |                   
|                                    
|                                     | Long-term debt, less current portion             |                            |   | 9,287         |           |                   
|                                     | Other liabilities                                |                            |   | 13,942        |           |                   
|                                     | Long-term liabilities of discontinued operations |                            |   | 336           |           |                   
|                                    
|                                     |                                                  | Total liabilities          |   |               | 637,125   |                   
|                                    
|                                     |                                                  | Total stockholders' equity |   |               | 536,294   |                   
|                                    
|                                     | Total liabilities and stockholders' equity       |                            | $ | 1,173,419     |           | $                 
|                                    

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MONSTER WORLDWIDE, INC.  CONSOLIDATED CONDENSED BALANCE SHEETS  (unaudited, in thousands)

|                                     |                                                  | March 31, 2005             |   | June 30,2005 |           | September 30, 2005
|------------------------------------ | ------------------------------------------------ | -------------------------- | - | ------------ | --------- | ------------------
|
|ASSETS                               |                                                  |                            |   |              |           |                   
|Current assets:                      |                                                  |                            |   |              |           |                   
|                                     | Cash and cash equivalents                        |                            | $ | 140,925      |           | $                 
|                                     | Marketable securities                            |                            |   |             |           |                   
|                                     | Accounts receivable, net                         |                            |   | 315,362      |           |                   
|                                     | Prepaid and other                                |                            |   | 47,874       |           |                   
|                                     | Current assets of discontinued operations        |                            |   | 125,980      |           |                   
|                                    
|                                     |                                                  | Total current assets       |   |              | 630,141   |                   
|                                    
|                                     | Property and equipment, net                      |                            |   | 82,689       |           |                   
|                                     | Goodwill                                         |                            |   | 615,832      |           |                   
|                                     | Intangibles, net                                 |                            |   | 52,177       |           |                   
|                                     | Other assets                                     |                            |   | 14,805       |           |                   
|                                     | Investment in unconsolidated affiliate           |                            |   | 49,927       |           |                   
|                                     | Long-term assets of discontinued operations      |                            |   | 76,231       |           |                   
|                                    
|                                     |                                                  | Total assets               |   | $            | 1,521,802 |                   
|                                    
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                                  |                            |   |              |           |                   
|Current liabilities:                 |                                                  |                            |   |              |           |                   
|                                     | Accounts payable, accrued expenses and other     |                            | $ | 305,382      |           | $                 
|                                     | Deferred revenue                                 |                            |   | 242,100      |           |                   
|                                     | Current portion of long-term debt                |                            |   | 31,980       |           |                   
|                                     | Current liabilities of discontinued operations   |                            |   | 140,965      |           |                   
|                                    
|                                     |                                                  | Total current liabilities  |   |              | 720,427   |                   
|                                    
|                                     | Long-term debt, less current portion             |                            |   | 14,653       |           |                   
|                                     | Other liabilities                                |                            |   | 30,234       |           |                   
|                                     | Long-term liabilities of discontinued operations |                            |   | 205          |           |                   
|                                    
|                                     |                                                  | Total liabilities          |   |              | 765,519   |                   
|                                    
|                                     |                                                  | Total stockholders' equity |   |              | 756,283   |                   
|                                    
|                                     | Total liabilities and stockholders' equity       |                            | $ | 1,521,802    |           | $                 
|                                    

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ITEM 9. CHANGES IN AND DISGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Background of Restatement

As disclosed in the Explanatory Note on page 2 of this Form 10-K/A and in Note 2,Restatement of Consolidated Financial
Statements, in the consolidated financial statements in this Form 10-K/A, Monster Worldwide, Inc. (the "Company") announced on June 12, 2006
that a committee of independent directors of the Board of Directors (the "Special Committee"), assisted by independent legal counsel and forensic accounting experts that were not previously involved
with the Company's stock option plans, was conducting an independent investigation to review the Company's historical stock option grant practices and related accounting. The investigation included an
extensive review of the Company's accounting policies, accounting records, supporting documentation, e-mail communications, as well as interviews with numerous current and former
employees. As a result of the investigation, the Special Committee has determined that the exercise price of a substantial number of stock option grants during the periods between 1997 through
March 31, 2003 differed from the fair market value of the underlying shares on the measurement date. The Special Committee has also determined that this practice was done intentionally, by
persons formerly in positions of responsibility at the Company, for the purpose of issuing options at a higher intrinsic value than would have otherwise been the case. Based on the findings of the
Special Committee, management of the Company has concluded that the Company's consolidated financial statements as of December 31, 2005 and 2004 and for the years ended December 31,
2005, 2004 and 2003, the selected financial information as of and for the years ended December 31, 2002 and 2001 and the quarterly periods in 2005 and 2004 should be restated to record
additional non-cash stock based compensation expenses and related income tax effects resulting from the stock option review.

Management's Consideration of the Restatement

In arriving at the conclusion that our disclosure controls and procedures and our internal control over financial reporting were not effective as of December 31, 2005,
management evaluated, among other things, the control deficiencies related to accounting for stock based compensation and the continued employment of persons in positions of responsibility who may be
deemed to have overridden our internal controls, which resulted in the need to restate our previously issued financial statements as disclosed in Note 2 of our consolidated financial statements
included in Item 8. of this Form 10-K/A. Among other things, management also evaluated whether the disclosure controls and procedures in place as of December 31, 2005
operated properly to ensure that information relating to option grants required to be disclosed by the Company in its reports to be filed under the Securities and Exchange Act of 1934 (the "Exchange
Act") is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.

Evaluation of Disclosure Controls and Procedures.

The Company maintains "disclosure controls and procedures", as such term is defined under Exchange Act Rule 13a-15(e), that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosures. At the time that the Company's Annual Report on Form 10-K for the year ended December 31, 2005 was filed, the Company's management concluded

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that
our disclosure controls and procedures were effective as of December 31, 2005. Subsequent to that evaluation, management has concluded that the control deficiencies that resulted in the
need for a restatement of our previously issued financial statements constituted a material weakness as of December 31, 2005. Based on this assessment, management determined that, as of
December 31, 2005, there was a material weakness in the Company's disclosure controls and procedures and internal control over financial reporting which resulted in a more than remote
likelihood that a material misstatement would not be prevented or detected in reports required to be filed under the Exchange Act or in the Company's financial statements. Notwithstanding this
material weakness, our management, based upon the substantial work performed during the restatement process, has concluded that the Company's consolidated financial statements for the periods covered
by and included in this Annual Report on Form 10-K/A are prepared in accordance with U.S. Generally Accepted Accounting Principals ("GAAP") and fairly present, in all material
respects, our financial position, results of operations and cash flows for each of the periods presented herein.

Management's Report on Internal Control Over Financial Reporting.

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Securities Exchange Act
Rules 13a-15(f) or 15d-15(f)). The Company's internal control system was designed to provide reasonable assurance to the Company's management and board of directors
regarding the preparation and fair presentation of published financial statements.

Because
of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives. Internal control over financial reporting
is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be
circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. Projections of any evaluation of effectiveness to future periods are also subject to the risk that controls may become inadequate because of changes in conditions or
that the degree of compliance with established policies or procedures may deteriorate.

Under
the supervision and with the participation of our management, including the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), the Company conducted an assessment of
the effectiveness of its internal control over financial reporting as of December 31, 2005. In making this assessment, the Company's management used the criteria set forth in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A
material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected. Management identified the following material weakness in the Company's internal control over financial reporting as of December 31, 2005:

Control Activities Relating to Stock Option Grants

In connection with the restatement discussed above, we recorded $339.6 million of additional pre-tax non-cash stock based compensation expense
($271.9 million on an after-tax basis) related, in part, to management override of the historical stock option grant process during the periods 1997 through March 31, 2003. The Company
believes that this practice was done intentionally, by persons formerly in positions of responsibility at the Company for the purpose of issuing options at a higher value than would have otherwise
been the case. Since certain of these persons remained employed throughout

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December 31,
2005, we did not have sufficient safeguards in place to monitor our control practices in this area or prevent other opportunities for management override.

In
Management's Report on Internal Control Over Financial Reporting included in our original Annual Report on Form 10-K for the fiscal year ended December 31, 2005, our
management concluded that we maintained effective internal control over financial reporting as of December 31, 2005. Our current CEO and CFO have subsequently concluded that we had a material
weakness in internal control over financial reporting as of December 31, 2005, based on the criteria in Internal Control-Integrated Framework issued by the COSO. Accordingly, management has
restated its report on internal control over financial reporting. This control deficiency resulted in material errors, which are reflected in a restatement of our consolidated financial statements as
of December 31, 2005 and 2004 and for the years ended December 31, 2005, 2004 and 2003.

In
conducting the Company's evaluation of the effectiveness of its internal control over financial reporting, the Company has excluded the acquisitions of Emailjob and JobKorea which were completed in
2005. The contribution from the Emailjob and JobKorea acquisitions represents approximately 0.7% and 0.4% of consolidated revenues and, excluding non-cash stock based compensation costs,
1.4% and 0.7% of income from continuing operations before income taxes for the year ended December 31, 2005, respectively. Refer to Note 3 to the consolidated financial statements for
further discussion of the Emailjob.com SAS and JobKorea acquisitions and other acquisitions and their impact on the Company's consolidated financial statements.

Our
assessment of the effectiveness of our internal control over financial reporting as of December 31, 2005 has been audited by BDO Seidman, LLP, an independent registered public accounting
firm, as stated in their report included in this Annual Report on Form 10-K/A.

Changes in Internal Control over Financial Reporting

As of the date of this filing, in response to the identification of the material weakness described above, the investigation into our historical stock option grant practices is
substantially complete, however, the Special Committee continues to analyze the facts disclosed by its investigation in order to make comprehensive recommendations to the Board regarding remedial
steps, and is in the process of determining what remedial recommendations it will make. It expects to make those recommendations in the first quarter of 2007, at which time the Company will implement
the recommendations of the Special Committee. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework.

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Report of Independent Registered Public Accounting Firm

Monster
Worldwide, Inc.
New York, New York

We
have audited management's assessment, included in the accompanying Management's Report on Internal Control, that Monster Worldwide, Inc. (the "Company") maintained effective internal control
over financial reporting as of December 31, 2005, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our
audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained
in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and
operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As
indicated in the accompanying Management's Report on Internal Control Over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial
reporting did not include the internal controls of Emailjob.com SAS and JobKorea, which is included in the 2005 consolidated financial statements of Monster Worldwide, Inc. and constituted
approximately 0.7% and 0.4% of consolidated revenues and 1.4% and 0.7% of income from continuing operations before income taxes for the year ended December 31, 2005, respectively. Management
did not assess the effectiveness of internal control over financial reporting at these entities because the Company acquired these entities during 2005. Refer to Note 3 to the consolidated
financial statements for further discussion of these acquisitions and their impact on the Company's consolidated financial statements. Our audit of internal control over financial reporting of Monster
Worldwide, Inc. also did not include an evaluation of the internal control over financial reporting of the entities referred to above.

In
our report dated February 3, 2006, we expressed an unqualified opinion on management's assessment that the Company maintained effective internal control over financial reporting and an

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unqualified
opinion on the effectiveness of internal control over financial reporting as of December 31, 2005. As described in the following paragraph, the Company subsequently identified
material misstatements in its annual financial statements, which caused such annual financial statements to be restated. Management subsequently revised its assessment due to the identification of a
material weakness, described in the following paragraph, in connection with the financial statement restatement. Accordingly, our opinion on the effectiveness of the Company's internal control over
financial reporting as of December 31, 2005 expressed herein is different from that expressed in our previous report.

A
material weakness is a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected. The following material weakness has been identified and included in management's assessment: There existed a material weakness in internal
controls over financial reporting due to management override of the historical stock option grant process during the periods 1997 through March 31, 2003. Since certain members of the Company's
management remained employed throughout December 31, 2005, the Company did not have sufficient safeguards in place to monitor its control practices in this area or prevent other opportunities
for management override.

In
our opinion, management's revised assessment that the Company did not maintain effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material
respects, based on the criteria established inInternal ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). Also in our opinion, because of the effect of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company has not
maintained effective internal control over financial reporting as of December 31, 2005, based on the criteria established inInternal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets (as restated) of the Company as of
December 31, 2005 and 2004 and the related consolidated statements of operations (as restated), stockholders' equity (as restated), and cash flows (as restated) for each of the three years in
the period ended December 31, 2005, and our report dated February 3, 2006 except for the effects of the restatement discussed in Note 2 and Note 17, which are as of
December 11, 2006, expressed an unqualified opinion.

| |  | /s/BDO SEIDMAN, LLPBDO Seidman, LLP
| |  | -----------------------------------

New
York, New York
February 3, 2006 (December 11, 2006 as to the effect of the material weakness described in Management's Report on Internal Control over Financial Reporting (as revised))

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ITEM 9B. OTHER INFORMATION

In December 1996 we filed a Registration Statement on Form S-8 (the "1996 S-8") with the Securities and Exchange Commission in connection
with the registration of 600,000 shares of our common stock to be used under our 401(k) Savings Plan for issuances and purchases of our common stock. The total number of such issuances and purchases
to date has inadvertently exceeded the 600,000 shares of our common stock registered for this purpose under the 1996 S-8, which excess issuances and purchases may constitute violations of
Section 5 of the Securities Act of 1933, as amended (the "Securities Act"). Remedies available to the 401(k) Savings Plan participants who received shares that were not covered by the 1996
S-8 (the "Uncovered Shares") may include their right to rescind their acquisition of such shares. Generally, the Securities Act requires that a claim for the violation of Section 5
be brought within one year after the relevant event. We believe that if Plan participants who acquired Uncovered Shares demanded rescission of their acquisition of these shares within the applicable
time frame, our exposure, if any, would be immaterial. We have since filed a new Registration Statement on Form S-8 in respect of future issuances and purchases under our 401(k)
Savings Plan.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

The information set forth under the caption "Proposal No. 1Election of Directors" in the Company's definitive Proxy Statement used in connection with the
2006 Annual Meeting of Stockholders is incorporated herein by reference.

Executive Officers

See "Part IExecutive Officers of the Company."

The
Company has adopted a Code of Business Conduct and Ethics applicable to its directors, officers (including its principal executive officer, principal financial officer, principal accounting
officer and controller) and employees. The Code of Business Conduct and Ethics is available on the Company's website. The Company intends to satisfy the disclosure requirement under Item 10 of
Form 8-K relating to amendments or waivers from any provision of the Company's Code of Business Conduct and Ethics applicable to the Company's principal executive officer, principal
financial officer, principal accounting officer or controller by either filing a Form 8-K or posting this information on the Company's website within four business days following
the date of amendment or waiver. The Company's website address iswww.monsterworldwide.com.

ITEM 11. EXECUTIVE COMPENSATION

The information set forth under the caption "Executive Compensation" in the Company's definitive Proxy Statement used in connection with the 2006 Annual Meeting of Stockholders
is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information set forth under the caption "Stock Ownership" in the Company's definitive Proxy Statement used in connection with the 2006 Annual Meeting of Stockholders is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information set forth under the captions "Compensation Committee Interlocks and Insider Participation" and "Certain Relationships and Related Transactions" in the Company's
definitive Proxy Statement used in connection with the 2006 Annual Meeting of Stockholders is being amended as follows:

Through
May 2, 2005, Messrs. McKelvey, Eisele and Camara had approximately 69.4%, 10% and 5% interests, respectively, in International Drive, L.P., the lessor of the Company's then
48,000 square foot office in Mt. Olive, New Jersey. The Company's rent for this space was approximately $46,200 per month. This lease was terminated on May 2, 2005 in connection with the
disposition of the Company's TMP Direct direct marketing business, and the Company no longer occupies this space.

The
Company periodically pays for its use of an aircraft which through December 31, 2003 was owned by a company controlled by Mr. McKelvey. Mr. McKelvey has advised the Company
that on December 31, 2003, Mr. McKelvey sold such holding company to General Yellow Pages Consultants, Inc. d/b/a The Marquette Group ("The Marquette Group") but
Mr. McKelvey continues to have obligations to a third party lender with respect to the aircraft.

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On
June 17, 2003, the Company entered into a contract with a third party chartering company unaffiliated with the Company, Mr. McKelvey or The Marquette Group which governs the Company's
use of the plane. That charter agreement provided the Company with up to 200 charter hours of flight time annually at a rate of $4,500 per hour. The charter agreement was not effected by the
December 31, 2003 sale by Mr. McKelvey of the holding company which owned the plane. Effective February 5, 2005, the Company entered into an amendment to the charter agreement
with such third party chartering company which provides the Company with up to 150 charter hours of flight time annually at a rate of $6,000 per hour. On April 29, 2005, the Company gave notice
of termination to the chartering company. On the same day, the Company entered into a new charter agreement, on substantially the same terms as the terminated contract, with a different third party
chartering company unaffiliated with the Company, Mr. McKelvey or The Marquette Group. The new charter agreement provides the Company with up to 150 charter hours of flight time annually at a
rate, through December 31, 2005, of $6,000 per hour. Effective January 1, 2006, the Company entered into an amendment to the new charter agreement with such third party chartering
company which provides the Company with up to 150 charter hours of flight time annually at a rate of $8,000 per hour. The charter agreement automatically renews for one year terms unless terminated by
either party by written notice at least 30 days before the expiration of the agreement. For calendar 2005, the Company paid approximately $1,024,461 for its use of such plane.

On
October 5, 2004, the Company entered into a Stock Purchase Agreement with The Marquette Group and US Motivation, Inc., the Company's wholly-owned subsidiary. Pursuant to the terms of
this Agreement, the Company sold all of the issued and outstanding capital stock of US Motivation to The Marquette Group in exchange for a net cash payment of Ten Million Dollars ($10,000,000),
subject to a post-closing adjustment of $1,800,000 which was paid to the Company in 2005.

Stuart
McKelvey served as PresidentDirectional Marketing, Monstermoving of the Company through June 1, 2005 when such division was sold to a third party. Stuart McKelvey is the son
of Andrew J. McKelvey, the Company's Chairman of the Board and CEO. As compensation for his employment from January 1, 2005 through June 1, 2005, Stuart McKelvey received base salary of
$161,700 and a bonus of $110,000 from the Company. Neither the Company nor any of its subsidiaries has any obligation to Stuart McKelvey with respect to his continued employment. Stuart McKelvey is
employed by the third party buyer of the Directional Marketing business and invested $250,000 of his own money into the sold business, for a 1.5% equity interest. In addition, Stuart McKelvey also has
the ability, subject to business performance and time-based vesting, to receive up to a 7.5% interest in the sold Directional Marketing business. On May 4, 2005, the Compensation
Committee of the Company's Board of Directors approved the modification of most at or out-of-the-money options held by employees of the Company's Directional
Marketing business so that following the sale of such business such options will generally remain exercisable until the latest of specified dates, including the date which is six months after the
holder's last day of employment with the purchaser of the business. 204,758 options held by Stuart McKelvey were so modified.

David
Farrey serves as an operations analyst in the Company's network operations group. David Farrey is the brother of Brian Farrey, the Company's President, Monster Worldwide Technologies. As
compensation for his employment during 2005, Mr. David Farrey received approximately $62,550 from the Company.

The
Company entered into a Stock Purchase Agreement on May 2, 2005 with GECKO Inc., an entity owned 65% by George Eisele. Pursuant to the Agreement, the Company sold to GECKO Inc.
all of the issued and outstanding capital stock of three of the Company's wholly-owned subsidiaries which together constituted the Company's TMP Direct business unit, a direct marketing business. The
total consideration for the transaction was $2,500,000 payable at closing plus an amount payable on May 2, 2006 equal to 50% of TMP Direct's working capital as of the closing. George Eisele and
another individual shareholder of GECKO Inc. personally guaranteed the May 2, 2006 payment obligation of

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GECKO Inc.
In connection with this transaction, the Company entered into a sublease with GECKO Inc. for certain office space located at 7800 West Brown Deer Road, Milwaukee, Wisconsin
53223. The monthly base rent under such sublease was $6,000 through October 31, 2005 at which time the sublease was renewed for an additional eighteen month term at a monthly base rent of
$6,000 for the first six months of the renewal term and at a monthly base rent of $6,350 for the final twelve months of the renewal term. From and after the closing of this transaction, the Company's
obligations under the Mt. Olive, New Jersey lease described above were terminated. The Company and GECKO Inc. also entered into a license agreement, dated May 2, 2005, permitting
GECKO Inc. to use the Company's "globe logo" mark until November 2, 2005.

The
Company believes that all of the above transactions with the aforementioned directors and executive officers were made on terms no less favorable to the Company than would have been obtained from
unaffiliated third parties.

Mr. McKelvey
has advised the Company that he (i) received a $3,000,000 interest-free personal loan in 2002 from The Marquette Group, then a directional marketing competitor
of the Company, and (ii) repaid such loan in full during the first quarter of 2004. Mr. McKelvey inadvertently violated a Company personnel policy by not getting prior approval for this
loan. From 1997 through June 1, 2005, the Company also provided The Marquette Group with various yellow pages ordering, billing and back office services. For such services rendered in 2005,
2004 and 2003, the Company was paid approximately $118,000, $284,000 and $299,000, respectively. Mr. McKelvey has advised the Company that (i) in 1996 (prior to the Company's initial
public offering), Mr. McKelvey loaned $1,000,000 to an individual in connection with this individual's acquisition of The Marquette Group, (ii) this loan was subsequently assumed by The
Marquette Group's current owner in 1998, and (iii) this loan has been repaid.

On
October 6, 2006, Andrew J. McKelvey resigned from his positions as Chairman of the Board and Chief Executive Officer of the Company. Following Mr. McKelvey's resignation, the
Company's management requested its internal audit department to review prior transactions between the Company and Mr. McKelvey and his related parties. Initial findings were delivered to the
Audit Committee of the Company's Board of Directors which requested a more detailed investigation conducted by outside counsel in conjunction with the internal audit team. Management has determined,
first, that Mr. McKelvey owed outstanding amounts to the Company as of each of the fiscal years ended 1996 through 2005 and such indebtedness was outstanding until recently; second, that the
incurrence of such indebtedness after the effective date of the Sarbanes-Oxley Act of 2002, which prohibits the Company
from extending credit to its officers, may constitute a violation of the Act; and third, that numerous related party transactions involving Mr. McKelvey over the period between 1996 and 2005
were not properly disclosed in the Company's filings with the Securities and Exchange Commission. Management has identified six categories of related-party transactions involving Mr. McKelvey,
each of which is described below.

1.Indebtedness of McKelvey to the Company in the "Due from/to AJM" accounts.Rollbacks of the "Due from/to AJM"
accounts (which include various notes payable from Mr. McKelvey to the

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Company)
indicate the following aggregate net amounts owed by Mr. McKelvey to the Company, as of the end of each of the fiscal years ended 1996 through 2005.

December 31, 1996

$
12,061,244December 31, 1997


860,669December 31, 1998


995,829December 31, 1999


497,325December 31, 2000


678,082December 31, 2001


454,619December 31, 2002


35,336December 31, 2003


7,772December 31, 2004


(3,713
)December 31, 2005





2.Healthcare benefits to McKelvey employees and relatives.The Company has provided healthcare
benefits to nine relatives and nine personal employees of Mr. McKelvey at varying times since 1997. The aggregate amounts paid by the Company as of the end of each of the fiscal years ended
1997 - 2005 are set forth in the table below. As of November 30, 2006, the Company
ceased to provide healthcare benefits to all such persons. The amount of $362,397 was owed to the Company on account of the payment of such healthcare benefits, which amount, plus interest, has
recently been reimbursed by Mr. McKelvey.

1997

$
14,9991998


20,3131999


15,3672000


17,6312001


19,7722002


21,4862003


49,0522004


52,8762005


72,6852006


78,216Total

$
362,397


3.401(k) participation and matching payments by the Company for persons employed personally by
McKelvey.Five persons employed personally by Mr. McKelvey participated in the Company's 401(k) plan at varying times during the period of
1997 - 2003. During this period, the Company made matching payments based on the contributions of these persons to the 401(k) plan. The aggregate amounts of these matching
payments paid by the Company as of the end of each of the fiscal years ended 1998 - 2005 are set forth in the table below. The amount of $35,722 was owed to the Company on
account of these payments, which amount, plus interest, has recently been reimbursed by Mr. McKelvey.

1998

$
7,7271999


9172000


02001


8,2322002


10,0722003


5,8072004


2,7592005


208Total

$
35,722


106

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4.Lease of office space.The Company provides leased office space to an investment company that
is 50% owned by Mr. McKelvey. The aggregate annual amount of rent paid by this investment company as of the end of each of the fiscal years ended 2000 - 2005 is set
forth in the table below. As of October 31, 2006, the lease with the investment company was terminated. As of October 31, 2006, $2,973 in rent was owed to the Company, which amount, plus
interest, has recently been reimbursed by Mr. McKelvey.

2000

$
89,0652001


99,9462002


117,2292003


16,8382004


59,7562005


35,674


5.Payroll of persons employed personally by McKelvey.The Company has processed the payroll for
up to nine people personally employed by Mr. McKelvey at varying times since 1997. Mr. McKelvey generally reimbursed the Company for a vast majority of these salaries after the Company
disbursed funds on behalf of Mr. McKelvey to his personal employees. The aggregate amounts paid by the Company for the salaries of these persons as of the end of each of the fiscal years ended
1997 - 2005 are set forth in the table below. As of November 17, 2006, the Company removed these persons from the Company's payroll. The amount of $30,868 was owed to
the Company on account of the unreimbursed portion of the salaries of these persons, which amount, plus interest, has recently been reimbursed by Mr. McKelvey.

1997

$
58,3041998


61,3941999


207,3052000


474,5812001


611,8832002


570,2252003


278,7792004


56,8662005


71,534


6.Stock Options granted to McKelvey employees.The Company granted stock options to four of
Mr. McKelvey's personal employees at various dates from 1999 through 2002, as set forth in the table below. The Company is seeking to cancel any remaining unexercised option shares outstanding
and/or to obtain reimbursement from Mr. McKelvey with respect to the cost associated with the grants.

Year

Options Granted

Options Outstanding

Options Price1999

5,334

3,734

$
44.5012000






2001

4,268

3,201

$
28.692002

5,335

4,268

$
21.433


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information set forth under "Audit Matters" in the Company's definitive proxy statement to be used in connection with the 2006 Annual Meeting of Stockholders is
incorporated herein by reference.

107

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





108

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|Exhibit
Number |  | Description                                                                                                                                                                                                                                             
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1            |  | Distribution Agreement, dated March 31, 2003, by and between the Company and Hudson Highland Group, Inc.(2)                                                                                                                                             
|2.2            |  | Asset and Stock Purchase Agreement, dated July 31, 2003, by and among QuickHire, ITI, Chris McCarrick, Bryan Hochstein and the Company.(4)                                                                                                              
|2.3            |  | Deed of Termination of Monster.com Australia and New Zealand Joint Venture, by and among, the Company, TMP Worldwide Pty Limited, Monster.com Asia Pacific Pty Limited, Ninemsn Investments Pty Limited, Monster.com A&NZ
Pty Ltd. and Ecorp Limited.(5)
|2.4            |  | Stock Purchase Agreement, dated October 5, 2004, by and among the Company, General Yellow Pages Consultants, Inc. d/b/a The Marquette Group and US Motivation, Inc.(6)                                                                                  
|2.5            |  | Stock Purchase Agreement, made as of May 2, 2005, by and among GECKO Inc., George R. Eisele, Daniel S. Collins and the Company.(16)                                                                                                                     
|2.6            |  | Purchase Agreement, made as of June 1, 2005, by and among the Company, TMP Directional Marketing, LLC and TMP DM, Inc.(17)                                                                                                                              
|3.1            |  | Certificate of Incorporation.**                                                                                                                                                                                                                         
|3.2            |  | First Amendment to Certificate of Incorporation.                                                                                                                                                                                                     
|3.3            |  | Certificate of Ownership and Merger of Monster Worldwide, Inc. into TMP Worldwide Inc.(3)                                                                                                                                                               
|3.4            |  | Amended and Restated Bylaws of TMP Worldwide Inc.                                                                                                                                                                                                   
|4.1            |  | Form of Common Stock Certificate.(3)                                                                                                                                                                                                                    
|10.1           |  | Form of Employee Confidentiality and Non-Solicitation Agreement.**                                                                                                                                                                                      
|10.2           |  | Form of Indemnification Agreement.**                                                                                                                                                                                                                    
|10.3           |  | 1996 Stock Option Plan.**                                                                                                                                                                                                                               
|10.4           |  | Form of Stock Option Agreement under 1996 Stock Option Plan.**                                                                                                                                                                                          
|10.5           |  | 1996 Stock Option Plan for Non-Employee Directors.**                                                                                                                                                                                                    
|10.6           |  | Form of Stock Option Agreement under 1996 Stock Option Plan for Non-Employee Directors.**                                                                                                                                                               
|10.7           |  | 1999 Long Term Incentive Plan, as amended.(18)                                                                                                                                                                                                          
|10.8           |  | Form of Stock Option Agreement for certain employees and executive officers.(7)                                                                                                                                                                         
|10.9           |  | Form of Stock Bonus Agreement for certain employees and executive officers.(13)                                                                                                                                                                         
|10.10          |  | Form of Stock Bonus Agreement for certain employees and executive officers.(23)                                                                                                                                                                         
|10.11          |  | Form of 2005 Management Incentive Plan and Performance Goals under the Company's 1999 Long Term Incentive Plan for Brian Farrey.(14)                                                                                                                    
|10.12          |  | Lease, dated as of October 31, 1978, between Telephone Marketing Programs, Inc. and PDC Realty Inc. as agent for MRI Broadway Rental, Inc., as modified by modifications dated January, 1979 and June 20,
1991.**                                       
|10.13          |  | Lease Agreement, dated as of June 1, 1996 by and between TPH and AJM, a partnership, and Telephone Directional Marketing, Inc.**                                                                                                                        
|10.14          |  | Agreement, dated as of March 17, 1996, between TMP Worldwide Inc. and George Eisele, as amended by Amendment 1 to Agreement, dated as of September 5, 1996.**                                                                                           
|10.15          |  | Management Agreement, dated as of January 1, 1996, between Cala Services Inc. and Cala H.R.C. Ltd.**                                                                                                                                                    
|               |  |                                                                                                                                                                                                                                                         

109

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|10.16 |  | Lease Agreement, dated May 15, 1993, between 12800 Riverside Drive Corporation and TMP Worldwide Inc. as amended by Amendment No. 1 to Lease Agreement, dated June 1, 1993.**
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.17 |  | Indenture, dated April 29, 1988, between International Drive, L.P. and Telephone Marketing Programs, Inc.**                                                                  
|10.18 |  | Agreement, dated July 14, 2005, by and between the Company and Jeffrey C. Taylor.(19)                                                                                        
|10.19 |  | Consulting Agreement, dated July 14, 2005, by and between the Company and Jeffrey C. Taylor.(19)                                                                             
|10.20 |  | Subscription Agreement, dated July 15, 2005, between the Company and Eons, Inc.(19)                                                                                          
|10.21 |  | Right of First Refusal Agreement, dated July 15, 2005, by and among Eons, Inc., Jeffrey C. Taylor, General Catalyst Partners II, L.P. and the Company.(19)                   
|10.22 |  | Amendment No. 1 to Employment Agreement, dated November 15, 1998, between TMP Worldwide Inc. and Andrew J. McKelvey.                                                        
|10.23 |  | Amendment No. 2 to Employment Agreement, dated May 1, 1999, between TMP Worldwide Inc. and Andrew J. McKelvey.                                                             
|10.24 |  | Amendment No. 3 to Employment Agreement, dated May 30, 2002, between TMP Worldwide Inc. and Andrew J. McKelvey.(1)                                                           
|10.25 |  | Amendment No. 4 to Employment Agreement, dated April 1, 2004, between the Company and Andrew J. McKelvey.(8)                                                                 
|10.26 |  | Amendment to employment letter, dated September 8, 2005, by and between the Company and Andrew J. McKelvey.(20)                                                              
|10.27 |  | Agreement and General Release, dated March 16, 2005, by and between the Company and Michael Sileck.(13)                                                                      
|10.28 |  | Employment Letter, dated March 14, 2005, by and between the Company and Charles Baker.(13)                                                                                   
|10.29 |  | Amendment to employment letter, dated September 8, 2005, by and between the Company and Charles Baker.(20)                                                                   
|10.30 |  | Employment Letter, dated September 28, 2005, by and between the Company and Paul Camara.(21)                                                                                 
|10.31 |  | Restated Employment Letter, dated February 7, 2006, between the Company and William Pastore.(25)                                                                             
|10.32 |  | Employment Letter Agreement, dated September 24, 2002, by and between the Company and John Mclaughlin.(9)                                                                    
|10.33 |  | Employment Letter Amendment, dated April 1, 2003, by and between the Company and John Mclaughlin to the Employment Letter Agreement dated September 24, 2002.(9)             
|10.34 |  | Employment Letter Amendment, dated June 16, 2004, by and between the Company and John Mclaughlin to the Employment Letter Agreement dated September 24, 2002.(9)             
|10.35 |  | Employment Letter Amendment, dated June 16, 2005, by and between the Company and John Mclaughlin to the Employment Letter Agreement dated September 24, 2002.(18)            
|10.36 |  | Amendment to employment letter, dated September 8, 2005, by and between the Company and John Mclaughlin.(20)                                                                 
|10.37 |  | Employment Letter, dated September 8, 2005, by and between the Company and Steven Pogorzelski.(20)                                                                           
|      |  |                                                                                                                                                                              

110

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|10.38 |  | Employment Letter, dated September 8, 2005, by and between the Company and Douglas E. Klinger.(20)                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.39 |  | Amendment to employment letter, dated September 8, 2005, by and between the Company and Myron Olesnyckyj.(20)                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.40 |  | Amendment to employment letter, dated September 8, 2005, by and between the Company and Brian Farrey.(20)                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.41 |  | Letter Agreement, dated December 16, 2005, between the Company and Brad Baker.(22)                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.42 |  | Letter Agreement, dated December 19, 2005, between the Company and Chris Power.(22)                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.43 |  | Management Agreement, dated June 1, 1997, between Dir-Ad Services Inc./Les Services Dir-Ad Inc. and TMP Worldwide Ltd.*                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.44 |  | Indenture of Lease, dated December 13, 1999, between the 622 Building Company LLC and TMP Worldwide Inc.***                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.45 |  | Service Agreement, between TMP Worldwide Limited and Peter Dolphin.(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.46 |  | Amendment to employment letter, dated September 8, 2005, by and between the Company and Peter Dolphin.(20)                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.47 |  | Amended and Restated Secured Revolving Credit Agreement, dated January 14, 2005, among the Company, TMP Worldwide Limited and Bartlett Scott Edgar Limited, as Borrowers, the several Lenders from time to time parties
thereto, Banc of America Securities, LLC, as sole lead arranger and book manager, Bank of America, N.A., as administrative agent, the Royal Bank of Scotland plc, as syndication agent, and LaSalle Bank National Association, as documentation
agent.(10)                                                       
|10.48 |  | Amendment No. 1, dated January 31, 2006, to the Amended and Restated Secured Revolving Credit Agreement, dated January 14, 2005, by and among the Company, TMP Worldwide Limited and Bartlett Scott Edgar Limited,
as Borrowers, the several Lenders from time to time parties thereto, Banc of America Securities, LLC, as sole lead arranger and book manager, Bank of America, N.A., as administrative agent, the Royal Bank of Scotland plc, as syndication agent, and
LaSalle Bank National Association, as documentation agent.(24)
|10.49 |  | Charter Agreement, dated April 29, 2005, by and between the Company and ProFlite LLC.(15)                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.50 |  | Amendment to Agreement, dated December 16, 2005, between the Company and ProFlite LLC.(22)                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.51 |  | Ordinary Shares Purchase Agreement, dated January 30, 2005, by and among China HR.com Holdings Ltd., TMP Worldwide Limited and the shareholders of China HR.com Holdings Ltd. listed on Schedule A thereto.(11)                                                                                                                                                                                                                                                                                                                          
|10.52 |  | Shareholders Agreement, dated February 1, 2005, by and among China HR.com Holdings Ltd., TMP Worldwide Limited, theshareholders of China HR.com Holdings Ltd. listed on Schedule A thereto and the Company solely with
respect to Sections 5.13, 12 and 13.(12)                                                                                                                                                                                                                                                                          
|10.53 |  | Sublease, dated as of May 2, 2005, by and between the Company and GECKO Inc.(16)                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.54 |  | License Agreement, made as of May 2, 2005, by and between the Company and GECKO Inc.(16)                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.55 |  | Agreement, dated July 14, 2005, between GECKO Inc. and the Company.(19)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|21    |  | Subsidiaries of the Company.(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|23.1  |  | Consent of BDO Seidman, LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

111

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|31.1 |  | Certification by William M. Pastore pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.2 |  | Certification by Charles Baker pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.     
|32.1 |  | Certification by William M. Pastore pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                    
|32.2 |  | Certification by Charles Baker pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                         

---

*

Incorporated by reference to Exhibits to the Registration Statement on Form S-1 (Registration No. 333-31657).**

Incorporated by reference to Exhibits to the Registration Statement on Form S-1 (Registration No. 333-12471).***

Incorporated by reference to Exhibits to the Registration Statement on Form S-3 (Registration No. 333-93065).

Incorporated by reference to Exhibits to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998 (Registration No. 000-21571).

Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1999. Commission File No. 000-21571)

Incorporated by reference to Exhibits to the Company's Quarterly Report on From 10-Q for the quarterly period ended June 30, 2001. (Commission File No. 000-21571)

Incorporated by reference to Exhibits to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2002 (Commission File No. 000-21571)


112

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113

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

| |  | MONSTER WORLDWIDE, INC.
(REGISTRANT)
| |  | ------------------------------------
| |  | BY:                                 

Dated:
December 13, 2006

PURSUANT
TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT IN THE CAPACITIES AND ON THE DATES
INDICATED.

|Signature                               |  | Title                                                                         |  | Date             
|--------------------------------------- |  | ----------------------------------------------------------------------------- |  | -----------------
|                                        |  |                                                                               |  |                  
|/s/WILLIAM M. PASTOREWilliam M. Pastore |  | President, Chief Executive Officer and Director (principal executive officer) |  | December 13, 2006
|/s/CHARLES BAKERCharles Baker           |  | Chief Financial Officer (principal financial officer)                         |  | December 13, 2006
|/s/JONATHAN TRUMBULLJonathan Trumbull   |  | Chief Accounting Officer and Global Controller (principal accounting officer) |  | December 13, 2006
|/s/GEORGE R. EISELEGeorge R. Eisele     |  | Director                                                                      |  | December 13, 2006
|/s/JOHN GAULDINGJohn Gaulding           |  | Director                                                                      |  | December 13, 2006
|/s/SALVATORE IANNUZZISalvatore Iannuzzi |  | Director                                                                      |  | December 13, 2006
|/s/MICHAEL KAUFMANMichael Kaufman       |  | Director                                                                      |  | December 13, 2006
|/s/RONALD KRAMERRonald Kramer           |  | Director                                                                      |  | December 13, 2006
|/s/DAVID STEINDavid Stein               |  | Director                                                                      |  | December 13, 2006
|/s/JOHN SWANNJohn Swann                 |  | Director                                                                      |  | December 13, 2006

114

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