UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


Amendment
#1





x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934





For the
fiscal year ended December 31, 2008





or





 ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934





For the
transition period from      to





Commission
File Number       0-21989





Medialink Worldwide
Incorporated


(Exact
name of registrant as specified in its charter)





Delaware
              
              52-1481284(State
      or other jurisdiction of
              
              (I.R.S.
      Employer Identification No.)incorporation
      or organization)





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





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





Securities
registered pursuant to Section 12(b) of the Act:





Title of each class
                  
                  Name of each exchange on which
      registeredCommon
      Stock, par value $0.01 per share
                  
                  Captial
      Market System of
NASDAQ





Securities
registered pursuant to Section 12(g) of the Act:  None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes  ̈   No
x





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





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





Indicate
by check mark 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 or any amendment to this
Form 10-K.  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definitions of “large accelerated filer”, “accelerated
filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.





Large
      accelerated filer  ̈
                    Accelerated
      filer  ̈Non-accelerated
      filer  ̈
      (Do not check if a smaller reporting company)
                    Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).  Yes  ̈   No
x





The
aggregate market value of the registrant’s voting and non-voting common equity
held by non-affiliates based on the closing market price on June 30, 2008, was
$6,200,010.





The
number of shares of the registrant’s common stock outstanding as of February 28,
2009, was 6,428,059 shares.





DOCUMENTS
INCORPORATED BY REFERENCE





None.








This
amendment is being filed to provide the information from the 2009 Proxy
Statement of Medialink Worldwide Incorporated (the "Company") originally
incorporated by reference into Part III of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2008.  The Company's 2009
Proxy Statement will not be filed with the Securities and Exchange Commission by
April 30, 2009.





In
addition, this Form 10-K/A sets forth the complete text of Item 5, “Market for
Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities,” which has been amended to include information related to a
notice received by the Company from the Nasdaq Stock Market.  Such
notice, which was received by the Company subsequent to the filing of its Annual
Report on Form 10-K for the fiscal year ended December 31, 2008, was previously
disclosed by the Company in its Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 24, 2009.





PART
II





Item
      5.
            Market for Registrant's Common
      Equity, Related Stockholder Matters and Issuer Purchases of Equity
      Securities.





The
Company’s common stock has traded on the Capital Market of the National
Association of Securities Dealers Automated Quotation System (“NASDAQ”) since
July 31, 2008, and traded on the Global Market of NASDAQ prior to such
time.   The Company’s common stock trades under the symbol
MDLK.





In August
2008, the Company received notice from the Nasdaq Stock Market that for a period
of thirty consecutive business days the bid price of the Company’s common stock
had closed below the minimum $1.00 per share requirement for continued listing
in accordance with the Marketplace Rule 4310(c)(4).  In accordance
with Nasdaq Marketplace Rule 4310(c)(8)(D), the Company has been provided with a
grace period of 180 days to regain compliance.  During this grace
period, the Company’s common stock continues to be listed on the Nasdaq Stock
Market.  The Nasdaq Stock Market has temporarily suspended the $1.00
per share minimum bid price requirement for continued listing through July 20,
2009.  Accordingly, the Company’s grace period has been extended
through November 16, 2009.





On April
20, 2009, Medialink Worldwide Incorporated (the “Company”) received notice from
the Nasdaq Stock Market that the Company’s stockholders’ equity of $2,181,000 as
of December 31, 2008, was below the minimum requirement of $2,500,000 for
continued listing on the Capital Market in accordance with Nasdaq Marketplace
Rule 5550(b)(2).  Pursuant to Nasdaq Marketplace Rule 5810(c)(2)(C),
the Company has 15 calendar days, or until May 5, 2009, to submit a plan to
regain compliance.  Upon review of the Company’s plan to regain
compliance, the Nasdaq Stock Market may either grant an extension of time of no
longer than 105 days for the Company to regain compliance or issue a notice of
delisting.





The
following table sets forth the high and low closing sales prices of the
Company’s common stock for each period indicated:





2008
                  
                  
                  2007High
                  
                  
                  Low
                  
                  
                  High
                  
                  
                  LowQuarter
      ended March 31
                  
                  $
                  4.25
                  
                  
                  $
                  1.29
                  
                  
                  $
                  7.80
                  
                  
                  $
                  5.15Quarter
      ended June 30
                  
                  $
                  1.70
                  
                  
                  $
                  0.89
                  
                  
                  $
                  5.81
                  
                  
                  $
                  4.28Quarter
      ended September 30
                  
                  $
                  1.08
                  
                  
                  $
                  0.16
                  
                  
                  $
                  5.19
                  
                  
                  $
                  3.80Quarter
      ended December 31
                  
                  $
                  0.22
                  
                  
                  $
                  0.05
                  
                  
                  $
                  4.50
                  
                  
                  $
                  3.71





As of
February 27, 2009, there were approximately 99 registered holders of record of
the Company’s common stock.  No dividends have been paid on the
Company’s common stock.





The
following table sets forth certain information as of December 31, 2008, with
respect to the Company’s equity compensation plans under which securities of the
Company are authorized for issuance.





Equity Compensation Plan InformationPlan category
                                              
                                              Number of securities to
                                                be issued upon exercise
                                                of outstanding options,
                                                warrants and rights
                                              
                                              
                                              Weighted-average
                                                exercise price of
                                                outstanding options,
                                                warrants and rights
                                              
                                              Number of securities remaining
                                                available for future issuance
                                                under equity compensation
                                                plans (excluding securities
                                                reflected in column (a))(a)
                                              
                                              
                                              (b)
                                              
                                              (c)Equity
      compensation plansapproved by security
    holders
                                              
                                              708,925
                                              
                                              $
                                              4.47
                                              
                                              1,398,937





The
Company does not have any equity compensation plans that have not been
authorized by its stockholders.





The
Company has neither sold any unregistered securities nor purchased any of its
equity securities during the year ended December 31, 2008.





PART
III





Item
10. Directors, Executive
Officers and Corporate Governance.





Directors




The
following sets forth certain information with respect to the directors of the
Company as of April 21, 2009:




Name
                    
                    PositionLaurence
      Moskowitz
                    
                    Chairman
      of the Board, President and Chief Executive OfficerBruce
      E. Bishop
                    
                    DirectorHarold
      Finelt
                    
                    DirectorJohn
      M. Greening
                    
                    DirectorDouglas
      S. Knopper
                    
                    DirectorCatherine
      Lugbauer
                    
                    DirectorJames
      J. O'Neill
                    
                    DirectorJeffrey Stone
                    
                    DirectorTheodore
      Wm. Tashlik
                    
                    Director




Laurence Moskowitz, 57, the
founder of Medialink, has served as Chairman of the Board, President, and Chief
Executive Officer of the Company since its inception in 1986.




Bruce E. Bishop, 48, has
served as a director of the Company since 2004.  He has been Chief
Financial Officer – U.S. of Next Fifteen Communications Group plc (“Next
Fifteen”), a holding company for a group of worldwide PR consultancies, since
October 2007.  Previously, he was Chief Financial Officer of Text 100,
a technology-based public relations company and a subsidiary of Next Fifteen,
from September 2005 until October 2007.  Prior to that, Mr. Bishop was
Chief Financial Officer of the domestic operations of Incepta Group plc, a
global marketing and communications company, from 1998 to 2005.




Harold Finelt, 48, has served
as a director of the Company since 1987.  Mr. Finelt joined American
Research & Development, a private venture capital firm, as an associate in
1986 and he has been a Vice President, a general partner, and is now a Venture
Partner of American Research & Development's venture funds.




John M. Greening, 57, has
served as a director of the Company since 2003.  Mr. Greening has been
an associate professor of The Medill Graduate Program at Northwestern University
since 2000.  He is a former executive vice president of DDB Needham, a
unit of DDB, one of the world’s leading advertising agency networks and a
branded network of Omnicom Group (NYSE:OMC), where he held various executive
positions from 1975 to 2002.




Douglas S. Knopper, 48, has
served as a director of the Company since 2006.  In April 2007, Mr.
Knopper co-founded Freewheel Media, Inc., a provider of online video advertising
solutions, and serves as its co-CEO and a director.  Prior to that,
Mr. Knopper was the Chief Executive Officer of Bitpass, Inc., a Silicon Valley
provider of digital commerce technology solutions, until its sale in January
2007.  Mr. Knopper served as Senior Vice President and General
Manager, Ad Management, at DoubleClick from 2000 to 2005.  Prior to
his time at DoubleClick, Mr. Knopper oversaw advertising campaigns at Lowe and
Partners, TBWA/Chiat Day, and J. Walter Thompson.





Jeffrey Stone, 53, has served
as a director since 2007.  Mr. Stone is a private investor and is
currently a director of three private companies: Indigo Biosystems, a provider
of bioinformatics technologies to the life sciences industry; Rock-It Cargo, a
worldwide freight forwarder; and APR Energy, a provider and operator of
electrical generation facilities and services.




Catherine Lugbauer, 61, has
served as a director of the Company since 2002.  Ms. Lugbauer has been
President of The Lugbauer Group, a management consulting firm specializing in
client satisfaction since 2003, and was also a partner in Kelly & Lugbauer,
a consulting firm that helped corporate public relations functions improve their
alignment with their organization’s strategic goals from 2003 to
2005.  Prior to that, she was global chief operating officer of Weber
Shandwick, a large global public relations firm and a unit of The Interpublic
Group of Companies (NYSE: IPG), from 2000 to 2002.




James J. O'Neill, 71, has
served as a director of the Company since 1994.  Mr. O’Neill is an
attorney and serves as a private financial consultant and a member of the board
of directors of Companion Life Insurance Company.  He served as an
officer and Senior Vice President of Rothschild Inc., the U.S. office of the
Rothschild family, from 1986 to 1995.




Theodore Wm. Tashlik, 69, has
served as a director of the Company since 1992.  For more than
twenty-five years Mr. Tashlik has been a member of the law firm of Tashlik,
Kreutzer, Goldwyn & Crandell P.C., which represents the Company in certain
matters.




Executive
Officers





The
information with respect to executive officers required by this item is included
at the end of Part I of the Company's Report on Form 10-K for the fiscal year
ended December 31, 2008, under the heading “Executive Officers of the
Company.”





Section
16(a) Beneficial Ownership Reporting Compliance





Pursuant
to Section 16(a) of the Securities Exchange Act of 1934, as amended, and the
rules issued thereunder, the Company's directors, executive officers, and
persons holding more than 10% of the Company's outstanding Common Stock are
required to file with the Securities and Exchange Commission (“SEC”) reports of
ownership and changes in ownership of common stock and other equity securities
of the Company.  Based solely on the Company's review of copies of
such reports furnished to the Company or written representations that no other
reports were required, the Company believes that, during fiscal 2008, all of its
executive officers, directors, and persons holding more than 10% of the
Company's outstanding Common Stock complied with the requirements of Section
16(a).  Mr. John M. Greening was late in filing one report related to
a transaction that occurred in 2005.





Code
of Ethics





The
members of the Board of Directors, executive officers, and all other employees
of the Company are required to comply with policies regarding confidentiality,
insider trading, and business ethics (collectively, the “Code of
Ethics”).  The Code of Ethics is intended to be a standard and tool
against which to measure their actions and to help such individuals to recognize
and deal with ethical issues, provide mechanisms to report unethical conduct,
and foster a culture of honesty and accountability.  The Company
maintains a secure and anonymous “whistleblower hotline” for directors,
executive officers, and all other employees to report any inappropriate,
unethical, or illegal accounting or reporting matters.





The full
text of the Code of Ethics is available on the Company’s website (www.medialink.com) or
can be provided upon written request without charge.  Such written
request must be addressed to the attention of Kenneth G. Torosian, Secretary, at
the address of the Company set forth on the first page of this Annual Report on
Form 10- K/A.





Audit
Committee





The
Company maintains a separately-designated standing audit committee, which is
comprised of Messrs. Bruce E. Bishop, Harold Finelt, and James J.
O'Neill.  All of the members of the Audit Committee are “independent”
as defined under rules promulgated by the National Association of Securities
Dealers Automated Quotation System (“NASDAQ”).  Mr. Finelt, the
chairman of the Audit Committee, and Mr. Bishop are financial experts serving on
the Audit Committee.





Item
11. Executive
Compensation.





Summary
Compensation Table




The
following table shows the compensation earned for the years ended December 31,
2008 and 2007, by the Company’s Principal Executive Officer and its two other
most highly compensated individuals who served as executive officers during 2008
and whose total compensation, exclusive of any non-equity incentive plans,
exceeded $100,000.




AllOption
                                            
                                            
                                            OtherSalary (1)
                                            
                                            
                                            Bonus
                                            
                                            
                                            Awards (2)
                                            
                                            
                                            Compensation
                                            
                                            
                                            TotalName and Principal Position
                                            
                                            Year
                                            
                                            ($)
                                            
                                            
                                            ($)
                                            
                                            
                                            ($)
                                            
                                            
                                            ($)
                                            
                                            
                                            ($)Laurence
      Moskowitz
                                            
                                            2008
                                            
                                            
                                            444,000
                                            
                                            
                                            
                                            17,250
                                            (3)
                                            
                                            
                                            70,821
                                            
                                            
                                            
                                            8,400
                                            (4)
                                            
                                            
                                            540,471Chairman
      of the Board, President, and Chief Executive Officer
                                            
                                            2007
                                            
                                            
                                            444,000
                                            
                                            
                                            
                                            21,375
                                            (3)
                                            
                                            
                                            72,968
                                            
                                            
                                            
                                            8,400
                                            (4)
                                            
                                            
                                            546,743(Principal
      Executive Officer)Lawrence
      A. Thomas
                                            
                                            2008
                                            
                                            
                                            258,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            23,674
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            281,674Chief
      Operating Officer
                                            
                                            2007
                                            
                                            
                                            258,000
                                            
                                            
                                            
                                            25,000
                                            
                                            
                                            
                                            26,203
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            309,203Kenneth
      G. Torosian
                                            
                                            2008
                                            
                                            
                                            323,492
                                            
                                            
                                            
                                            131,500
                                            (5)
                                            
                                            
                                            38,986
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            493,978Chief
      Financial Officer, Treasurer, and Secretary
                                            
                                            2007
                                            
                                            
                                            273,491
                                            
                                            
                                            
                                            86,250
                                            (6)
                                            
                                            
                                            20,218
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            379,959(Principal
      Financial Officer)







(1)
            Base
      salaries as of January 1, 2009, for Messrs. Moskowitz, Thomas, and
      Torosian were $444,000, $258,000, and $350,000,
    respectively.


(2)
            Represents
      the amount expensed in 2008 and 2007 under Statement of Financial
      Accounting Standards (“SFAS”) No. 123 (Revised 2004), “Share-Based
      Payment” (“SFAS No. 123R”), in connection with option
      awards.  The assumptions used in the calculation of these
      amounts are included in Note 13 to consolidated financial statements
      included in the Company’s Annual Report on Form 10-K for the year ended
      December 31, 2008.


(3)
            Represents
      bonuses earned in connection with the sale of U.S. Newswire, the Company’s
      press release distribution division, in September
  2006.


(4)
            Represents
      an annual auto allowance.


(5)
            Includes
      $11,500 for a bonus earned in connection with the sale of U.S.
      Newswire.


(6)
            Includes
      $14,250 for a bonus earned in connection with the sale of U.S.
      Newswire.





Stock
options granted to executive officers vest over a four-year period under one of
two alternative vesting schedules.  One vesting schedule provides for
20% of the stock options granted being exercisable on the grant date and an
additional 20% becoming exercisable on the anniversary of the grant date in each
of the next four years.  The second vesting schedule provides for 25%
of the stock options granted becoming exercisable on the anniversary of the
grant date in each of the next four years.





The
Company has entered into an amended and restated employment agreement with
Laurence Moskowitz dated as of December 31, 2005.  Under the
terms of the employment agreement, Mr. Moskowitz is to receive an annual base
salary subject to annual increases and a potential annual bonus equal to a
minimum of 30% of his base salary subject to attaining certain goals as
established by the Compensation Committee of the Company’s Board of
Directors.  The employment agreement automatically renews
December 31 of each year until it is terminated in accordance with its
provisions.  In the event that Mr. Moskowitz is terminated without
Cause or the Company provides notice of its intention to not renew his
employment agreement, Mr. Moskowitz will continue to receive his salary and
participate in the Company’s group benefit plans for the remainder of that
calendar year.  In the event the Company terminates the employment
agreement without Cause, as such term is defined in the employment agreement,
Mr. Moskowitz is also entitled to receive a severance payment payable over a
four-year period equal to 300% of his salary and 155% of his bonus earned for
the fiscal year immediately preceding the termination.  In the event
of a Change in Control, as such term is defined in the employment agreement, Mr.
Moskowitz is entitled to receive a lump sum severance payment equal to three
times the sum of (i) his annual salary for the year in which the Change in
Control occurs and (ii) his bonus declared payable for the immediately preceding
calendar year.  The employment agreement contains non-compete and
non-solicitation provisions that are applicable during its term and extend for a
period of one year upon the termination of the agreement, except that such
period shall be increased to two years in the event of a Change in Control and
to four years in the event the Company terminates Mr. Moskowitz’ employment
without Cause.





The
Company has entered into an employment agreement with Mr. Lawrence A.
Thomas, its Chief Operating Officer, dated as of September 9, 2005,
pursuant to which Mr. Thomas is to receive an annual base salary.  Mr.
Thomas is eligible to receive a discretionary bonus of up to 60% of his base
salary based on performance for each future year of his employment in accordance
with the terms of his employment agreement and as determined by the Compensation
Committee of the Company’s Board of Directors.  The employment
agreement continues in effect until terminated in accordance with its
provisions.  In the event the Company terminates the employment
agreement without Cause, as such term is defined in the employment agreement,
Mr. Thomas is entitled to receive his salary and continue to participate in the
Company’s group benefit plans for a period of one year after such
termination.  In the event of a Change in Control, as such term is
defined in the employment agreement, Mr. Thomas is entitled to receive a lump
sum severance payment equal to sum of (i) his annual salary at the date of
termination and (ii) his bonus declared payable for the immediately preceding
calendar year.  Mr. Thomas’ agreement contains non-compete and
non-solicitation provisions that are applicable during the term and extend for a
period of twenty-four months upon the termination of the agreement, except that
such period shall be reduced to twelve months in the event Mr. Thomas’
employment is terminated without Cause.





The
Company has entered into an employment agreement with Mr. Kenneth G.
Torosian, dated as of November 12, 2008, pursuant to which Mr. Torosian is to
receive an annual base salary subject to annual increases.  In
addition, Mr. Torosian is eligible to receive a bonus for each year of his
employment in accordance with the terms of his employment agreement and as
determined by the Compensation Committee of the Company’s Board of
Directors.  The employment agreement continues in effect until
terminated in accordance with its provisions.  In the event the
Company terminates the employment agreement without Cause, as such term is
defined in the employment agreement, Mr. Torosian is entitled to receive his
salary and continue to participate in the Company’s group benefit plans for a
period of one year after such termination.  In the event of a Change
in Control, as such term is defined in the employment agreement, Mr. Torosian is
entitled to receive a lump sum severance payment equal to two times the sum of
(i) his annual salary at the date of the Change in Control and (ii) the greater
of (a) his bonus declared payable for the immediately preceding calendar year
and (b) his bonus declared payable for the current calendar year.  Mr.
Torosian’s agreement contains non-compete and non-solicitation provisions that
are applicable during the term and extend for a period of twenty-four months
upon the termination of the agreement, except that such period shall be reduced
to twelve months in the event the Company terminates Mr. Torosian’s employment
without Cause.  Such non-compete and non-solicitation provisions do
not extend beyond the term of the employment agreement in the event of a Change
in Control.





Outstanding
Equity Awards at Fiscal Year-End





Option AwardsNumber of Securities Underlying
                                                              
                                                              
                                                              Option Exercise
                                                              
                                                              OptionUnexercised Options (#)
                                                              
                                                              
                                                              Price
                                                              
                                                              ExpirationName
                                                              
                                                              Exercisable
                                                              
                                                              
                                                              Unexercisable
                                                              
                                                              
                                                              ($)
                                                              
                                                              DateLaurence
      Moskowitz
                                                              
                                                              
                                                              10,000
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              11.25
                                                              
                                                              3/14/20091,500
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              5.38
                                                              
                                                              10/27/200927,000
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              3.30
                                                              
                                                              5/24/201120,000
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              2.61
                                                              
                                                              1/1/201215,000
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              2.70
                                                              
                                                              9/7/201446,200
                                                              
                                                              
                                                              
                                                              46,200
                                                              (1)
                                                              
                                                              
                                                              4.13
                                                              
                                                              3/15/201610,000
                                                              
                                                              
                                                              
                                                              10,000
                                                              (2)
                                                              
                                                              
                                                              4.99
                                                              
                                                              12/14/2016Lawrence
      A. Thomas
                                                              
                                                              
                                                              16,000
                                                              
                                                              
                                                              
                                                              4,000
                                                              (3)
                                                              
                                                              
                                                              2.92
                                                              
                                                              9/8/201512,000
                                                              
                                                              
                                                              
                                                              8,000
                                                              (4)
                                                              
                                                              
                                                              3.00
                                                              
                                                              9/7/20168,000
                                                              
                                                              
                                                              
                                                              12,000
                                                              (5)
                                                              
                                                              
                                                              4.27
                                                              
                                                              9/9/2017Kenneth
      G. Torosian
                                                              
                                                              
                                                              8,000
                                                              
                                                              
                                                              
                                                              2,000
                                                              (6)
                                                              
                                                              
                                                              2.90
                                                              
                                                              7/10/201510,000
                                                              
                                                              
                                                              
                                                              10,000
                                                              (2)
                                                              
                                                              
                                                              4.99
                                                              
                                                              12/14/201611,250
                                                              
                                                              
                                                              
                                                              33,750
                                                              (7)
                                                              
                                                              
                                                              4.08
                                                              
                                                              11/15/2017










(1)
            Options
      to purchase 23,100 shares of Common Stock vest on each of March 16, 2009,
      and 2010.


(2)
            Options
      to purchase 5,000 shares of Common Stock vest on each of December 15,
      2009, and 2010.


(3)
            Options
      to purchase 4,000 shares of Common Stock vest on September 9,
      2009.


(4)
            Options
      to purchase 4,000 shares of Common Stock vest on each of September 8,
      2009, and 2010.


(5)
            Options
      to purchase 4,000 shares of Common Stock vest on each of September 9,
      2009, 2010, and 2011.


(6)
            Options
      to purchase 2,000 shares of Common Stock vest on July 11,
      2009.


(7)
            Options
      to purchase 11,250 shares of Common Stock vest on each of November 16,
      2009, 2010, and 2011.





Potential
Payments on Termination or Change-in-Control





Laurence
Moskowitz





In
accordance with his employment agreement, Mr. Moskowitz is entitled to receive
certain salary continuation and severance payments in connection with the
termination of his employment.  Mr. Moskowitz is not entitled to any
future benefits in the event of a termination for Cause (as such term is defined
in his employment agreement).





In the
event that Mr. Moskowitz is terminated without Cause or the Company provides
notice of its intention to not renew his employment agreement, Mr. Moskowitz
will continue to receive his salary and participate in the Company’s group
benefit plans for the remainder of that calendar year.  In addition,
subject to entering into a separation and release agreement that is satisfactory
to the Company, Mr. Moskowitz is entitled to receive severance payments totaling
the sum of 300% of his then current salary at the date of termination and 155%
of the bonus earned for the fiscal year immediately preceding the
termination.  Such total severance amount would be paid over a
four-year period, with Mr. Moskowitz receiving 31%, 26%, 23%, and 20% of the
total severance in each of the successive four years,
respectively.  In the event of certain actions taken by the Company’s
Board of Directors over the objections of senior management of the Company or
certain events occurring, including, but not limited to, a material breach of
the employment agreement by the Company, Mr. Moskowitz can terminate his
employment agreement and be entitled to the same payments as he is entitled to
for a termination without Cause.





In the
event of termination upon death, Mr. Moskowitz’ designee or estate will continue
to receive his then current salary at the date of termination for a period of
eighteen months.  In addition, the Company will make payments under
the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) to continue health
benefits coverage for a period of eighteen months on behalf of Mr. Moskowitz’
dependents.





In the
event of termination upon disability, Mr. Moskowitz will continue to receive his
then current salary at the date of termination and the Company will make
payments under COBRA to maintain his health benefits coverage for a period of
eighteen months.  In addition, Mr. Moskowitz is entitled to receive
disability payments based on the sum of 90% of his most recent annual salary
plus 50% of his bonus earned for the fiscal year immediately preceding the
termination (the “Disability Base”).  The amount of disability
payments Mr. Moskowitz will receive for each of the next four calendar years
commencing on the January 1 following the date of termination upon disability is
equal to 90%, 80%, 70%, and 60%, respectively, of the Disability
Base.





In the
event of termination of Mr. Moskowitz’ employment for any reason, including
voluntary termination by Mr. Moskowitz, during the twenty-four month period
following a Change in Control of the Company, Mr. Moskowitz is entitled to
receive severance in an amount equal to three times the sum of his then current
salary at the date of termination plus his bonus earned for the fiscal year
immediately preceding the termination.  In addition, the Company will
continue to pay the cost of health benefits for a period of twelve months, Mr.
Moskowitz will continue to receive an auto allowance equal to $8,400 per year
for the shorter of (i) the remaining term of the automobile lease or (ii) three
years, and Mr. Moskowitz will receive outplacement services not to exceed
$15,000.





In
addition to the above payments, in the event of a termination without Cause or a
termination upon death, disability, or a Change in Control of the Company, all
of Mr. Moskowitz’ outstanding unvested stock options will vest
immediately.





Lawrence
Thomas





In
accordance with his employment agreement, Mr. Thomas is entitled to receive
certain severance payments in connection with the termination of his
employment.  Mr. Thomas is not entitled to any future benefits in the
event of a termination for Cause (as such term is defined in his employment
agreement) or upon death.





In the
event that Mr. Thomas is terminated without Cause, Mr. Thomas is entitled to
receive his salary and continue to participate in the Company’s group benefit
plans for a period of one year after such termination.  In the event
of certain actions taken by the Company’s Board of Directors including, but not
limited to, a material breach of the employment agreement by the Company, Mr.
Thomas can terminate his employment agreement and be entitled to the same
payments as he is entitled to for a termination without Cause.





In the
event of termination upon disability, Mr. Thomas will continue to receive his
then current salary at the date of termination and the Company will make
payments under COBRA to maintain his health benefits coverage for a period of
six months.





In the
event of termination of Mr. Thomas’ employment for reasons other than Cause,
voluntary termination by Mr. Thomas, or upon death or disability during the
twelve-month period following a Change in Control of the Company, Mr. Thomas is
entitled to receive a lump sum severance payment equal to the sum of (i) his
annual salary at the date of termination plus his bonus declared payable for the
immediately preceding calendar year.  In addition, Mr. Thomas will
continue to participate in the Company’s group health benefit plans on the same
terms as prior to his termination for a one-year period and will receive
outplacement services not to exceed $3,000.





In
addition to the above payments, in the event of a termination without Cause or a
termination upon death, disability, or a Change in Control of the Company, all
of Mr. Thomas’ outstanding unvested stock options will vest
immediately.





Kenneth
G. Torosian





In
accordance with his employment agreement, Mr. Torosian is entitled to receive
certain severance payments in connection with the termination of his
employment.  Mr. Torosian is not entitled to any future benefits in
the event of a termination for Cause (as such term is defined in his employment
agreement).





In the
event that Mr. Torosian is terminated without Cause, Mr. Torosian is entitled to
receive his salary and continue to participate in the Company’s group benefit
plans for a period of one year after such termination.





In the
event of termination upon death, Mr. Torosian’s designee or estate will continue
to receive his then current salary at the date of termination for a period of
six months.  In addition, the Company will make payments under COBRA
to continue health benefits coverage for a period of six months on behalf of Mr.
Torosian’s dependents.





In the
event of termination upon disability, Mr. Torosian will continue to receive his
then current salary at the date of termination and the Company will make
payments under COBRA to maintain his health benefits coverage for a period of
six months.





In the
event of termination of Mr. Torosian’s employment for reasons other than Cause,
or upon death or disability during the twelve-month period following a Change in
Control of the Company, Mr. Torosian is entitled to receive severance in an
amount equal to two times the sum of (i) his annual salary at the date of the
Change in Control and (ii) the greater of (a) his bonus declared payable for the
immediately preceding calendar year and (b) his bonus declared payable for the
current calendar year.  In addition, Mr. Torosian will continue to
participate in the Company’s group health benefit plans on the same terms as
prior to his termination for a one-year period and will receive outplacement
services not to exceed $3,000.





In
addition to the above payments, in the event of a termination without Cause or a
termination upon death, disability, or a Change in Control of the Company, all
of Mr. Torosian’s outstanding unvested stock options will vest
immediately.





Directors’
Compensation





Directors
receive cash compensation in the amount of $2,500 for their services for each
Board meeting in which they participate, $500 for participating in other
informational sessions, and are reimbursed for expenses incurred in connection
with their Board activities.  Directors also participate in
“executive” sessions, without management present, for which no separate fee is
earned.  Members of the Audit Committee receive a quarterly fee of
$3,750, with the exception of the chairman of the Audit Committee, who receives
a quarterly fee of $5,000.  Members of the Compensation Committee
receive a quarterly fee of $1,250, with the exception of the chairman of the
Compensation Committee, who receives a quarterly fee of
$1,625.  Members of the Nominating Committee receive a quarterly fee
of $750.  All such quarterly committee fees are fixed irrespective of
the number of meetings held, if any, during the relevant quarterly
period.  In addition, under the Company’s 1996 Directors Stock Option
Plan, each non-employee director is granted options to purchase 10,000 shares of
Common Stock upon initially joining the Board and is granted options to purchase
3,000 shares of Common Stock on the first business day of each subsequent
year.





The following table shows the
compensation earned by the Company’s non-employee directors for the year ended
December 31, 2008.





Fees
      Earned or
                      
                      
                      OptionPaid
      in Cash
                      
                      
                      Awards
      (1)
                      
                      
                      TotalName
                      
                      ($)
                      
                      
                      ($)
                      
                      
                      ($)Bruce
      E. Bishop
                      
                      
                      29,500
                      
                      
                      
                      6,712
                      (2)
                      
                      
                      36,212Harold
      Finelt
                      
                      
                      41,000
                      
                      
                      
                      6,712
                      (3)
                      
                      
                      47,712John
      M. Greening
                      
                      
                      17,500
                      
                      
                      
                      6,712
                      (4)
                      
                      
                      24,212Douglas
      S. Knopper
                      
                      
                      14,500
                      
                      
                      
                      12,114
                      (5)
                      
                      
                      26,614Catherine
      Lugbauer
                      
                      
                      17,500
                      
                      
                      
                      6,712
                      (6)
                      
                      
                      24,212James
      J. O'Neill
                      
                      
                      34,500
                      
                      
                      
                      6,712
                      (3)
                      
                      
                      41,212Jeffrey
      Stone
                      
                      
                      19,500
                      
                      
                      
                      8,558
                      (7)
                      
                      
                      28,058Theodore
      Wm. Tashlik
                      
                      
                      14,500
                      
                      
                      
                      6,712
                      (8)
                      
                      
                      21,212











(1)
            Represents
      the amount expensed in 2008 under SFAS No. 123R in connection with option
      awards.  The assumptions used in the calculation of these
      amounts are included in Note 13 to consolidated financial statements
      included in the Company’s Annual Report on Form 10-K for the year ended
      December 31, 2008.


(2)
            Options
      to purchase 22,000 shares of Common Stock were outstanding at December 31,
      2008.


(3)
            Options
      to purchase 34,400 shares of Common Stock were outstanding at December 31,
      2008.


(4)
            Options
      to purchase 25,000 shares of Common Stock were outstanding at December 31,
      2008.


(5)
            Options
      to purchase 16,000 shares of Common Stock were outstanding at December 31,
      2008.


(6)
            Options
      to purchase 28,000 shares of Common Stock were outstanding at December 31,
      2008.


(7)
            Options
      to purchase 13,000 shares of Common Stock were outstanding at December 31,
      2008.


(8)
            Options
      to purchase 44,400 shares of Common Stock were outstanding at December 31,
      2008.








Item
12. Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters.





Security
Ownership of Certain Beneficial Owners





The
following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 21, 2009 by (i) each
executive officer identified in the Summary Compensation Table in Item 11 above;
(ii) each director; (iii) all executive officers and directors as a group; and
(iv) each person known by the Company to be the beneficial owner of more than 5%
of the outstanding shares of the Company's Common Stock.





Shares of Common StockBeneficially Owned as ofApril 21, 2009 (1)Executive Officers,
                          
                          Number of
                          
                          
                          Percent ofDirectors and 5% Stockholders
                          
                          Shares
                          
                          
                          ClassLaurence
      Moskowitz (2)
                          
                          
                          522,989
                          
                          
                          
                          7.95
                          %Lawrence
      Thomas (3)
                          
                          
                          39,000
                          
                          
                          
                          *Kenneth
      G. Torosian (4)
                          
                          
                          32,250
                          
                          
                          
                          *Bruce
      E. Bishop (5)
                          
                          
                          19,000
                          
                          
                          
                          *Harold
      Finelt (6)
                          
                          
                          101,624
                          
                          
                          
                          1.57
                          %John
      M. Greening (7)
                          
                          
                          22,000
                          
                          
                          
                          *Douglas
      S. Knopper (8)
                          
                          
                          13,000
                          
                          
                          
                          *Catherine
      Lugbauer (9)
                          
                          
                          25,000
                          
                          
                          
                          *James
      J. O'Neill (10)
                          
                          
                          30,400
                          
                          
                          
                          *Jeffrey
      Stone (11)
                          
                          
                          74,992
                          
                          
                          
                          1.17
                          %Theodore
      Wm. Tashlik (12)
                          
                          
                          95,321
                          
                          
                          
                          1.47
                          %All
      Named Executive Officers and Directors as a Group (11 Persons)
      (13)
                          
                          
                          975,576
                          
                          
                          
                          14.29
                          %Others:Norman
      H. Pessin (14)366
      Madison Avenue-14th FloorNew
      York, NY  10017
                          
                          
                          482,629
                          
                          
                          
                          7.51
                          %Dimensional
      Fund Advisors LP (15)1299
      Ocean Ave. – 11th
      FloorSanta
      Monica, CA  90401
                          
                          
                          433,626
                          
                          
                          
                          6.75
                          %







*
      Represents less than 1% of the outstanding shares of Common Stock
      including shares issuable to such beneficial owner under options which are
      presently exercisable or will become exercisable within 60
      days.








(1)
            Unless
      otherwise indicated, each person has sole voting and investment power with
      respect to the shares shown as beneficially owned by such
      person.


(2)
            Includes
      152,800 shares of Common Stock which may be acquired upon the exercise of
      stock options which are presently exercisable or will become exercisable
      within 60 days of April 21, 2009.


(3)
            Includes
      36,000 shares of Common Stock which may be acquired upon the exercise of
      stock options which are presently exercisable or will become exercisable
      within 60 days of April 21, 2009.


(4)
            Includes
      29,250 shares of Common Stock which may be acquired upon the exercise of
      stock options which are presently exercisable or will become exercisable
      within 60 days of April 21, 2009.


(5)
            Includes
      19,000 shares of Common Stock which may be acquired upon the exercise of
      stock options which are presently exercisable or will become exercisable
      within 60 days of April 21, 2009.


(6)
            Includes
      28,400 shares of Common Stock which may be acquired upon the exercise of
      stock options which are presently exercisable or will become exercisable
      within 60 days of April 21, 2009.


(7)
            Includes
      22,000 shares of Common Stock which may be acquired upon the exercise of
      stock options which are presently exercisable or will become exercisable
      within 60 days of April 21, 2009.


(8)
            Includes
      13,000 shares of Common Stock which may be acquired upon the exercise of
      stock options which are presently exercisable or will become exercisable
      within 60 days of April 21, 2009.


(9)
            Includes
      25,000 shares of Common Stock which may be acquired upon the exercise of
      stock options which are presently exercisable or will become exercisable
      within 60 days of April 21, 2009.


(10)
            Includes
      28,400 shares of Common Stock which may be acquired upon the exercise of
      stock options which are presently exercisable or will become exercisable
      within 60 days of April 21, 2009.


(11)
            Includes
      4,333 shares of Common Stock which may be acquired upon the exercise of
      stock options which are presently exercisable or will become exercisable
      within 60 days of April 21, 2009.


(12)
            Includes
      38,400 shares of Common Stock which may be acquired upon the exercise of
      stock options which are presently exercisable or will become exercisable
      within 60 days of April 21, 2009.


(13)
            Includes
      396,583 shares of Common Stock which may be acquired upon the exercise of
      stock options which are presently exercisable or will become exercisable
      within 60 days of April 21, 2009.


(14)
            Based
      on Schedule 13D filed with the Securities and Exchange Commission under
      which Mr. Pessin and his affiliates claim sole voting and dispositive
      power for 323,323 shares of Common Stock and Mrs. Sandra F. Pessin claims
      sole voting and dispositive power for 159,306 shares of Common
      stock.


(15)
            Based
      on Schedule 13G filed with the Securities and Exchange
      Commission.




Item
13. Certain Relationships and
Related Transactions, and Director Independence.





Certain
Relationships and Related Transactions





Since the
beginning of the Company’s last fiscal year, there has not been nor is there
currently proposed any transaction or series of transactions to which the
Company was or is to be a party in which the amount exceeds $120,000 and in
which any director, executive officer, holder of more than 5% of the Common
Stock of the Company or any member of the immediate family of any of the
foregoing persons had or will have a direct or indirect material interest other
than the transactions described below.





Tashlik,
Kreutzer, Goldwyn & Crandell P.C. (“TKG&C”) received legal fees and
disbursements for services performed for the Company and its subsidiaries during
the Company’s fiscal years ended December 31, 2008 and 2007, totaling $396,025
and $259,490, respectively.  Mr. Theodore Wm. Tashlik, a member of
such firm, is a director of the Company.  TKG&C has acted as legal
counsel to the Company for over fifteen years.





The
Company has entered into indemnification agreements with each of its directors
and executive officers.  Such indemnification agreements require the
Company to indemnify its directors and officers to the fullest extent permitted
by Delaware law.





Independence
of Directors





The Board
has determined that the following directors, who constitute a majority of the
Board, are independent:  Bruce E. Bishop, Harold Finelt, John M.
Greening, Douglas S. Knopper, Catherine Lugbauer, James J. O’Neill, and Jeffrey
Stone.  To qualify as independent, a director must meet the
independence standards set out by the NASDAQ, SEC, and any other applicable
regulatory body, and the Board of Directors must affirmatively determine that a
director has no material relationship with the Company other than as a
director.







Item
14. Principal Accountant Fees
and Services.





Audit
Fees





During
the years ended December 31, 2008 and 2007, the Company incurred approximately
$475,000 and $473,000, respectively, for audit services provided by KPMG LLP,
the Company’s principal accountant.  These fees included the full
scope audit of the Company’s financial statements included in its annual report
on Form 10-K and reviews of the Company’s financial statements included in its
quarterly reports on Forms 10-Q.





Audit-Related
Fees





The
Company did not incur any fees for audit-related services provided by KPMG LLP
during the years ended December 31, 2008 and 2007.





Tax
Fees





During
the years ended December 31, 2008 and 2007, the Company incurred approximately
$40,000 and $43,500, respectively, for tax services provided by KPMG
LLP.





All
Other Fees





There
were no fees billed by KPMG LLP during the years ended December 31, 2008 and
2007, for any other services.





The Audit
Committee approved all of the services described in the sections Audit Related
Fees, Tax Fees, and Other Fees, and it has determined that the non-audit
services rendered by its Independent Registered Public Accounting Firm during
its most recent fiscal year are compatible with maintaining their
independence.





Pre-Approval
Policies





The Audit
Committee’s policy is to pre-approve all audit and permissible non-audit
services provided by the Independent Registered Public Accounting
Firm.  These services may include audit services, audit-related
services, tax services, and other services.  Pre-approval is detailed
as to the particular service or category of service and is subject to a specific
budget.  The Audit Committee requires the Independent Registered
Public Accounting Firm and management to report on the actual fees charged for
each category of service at Audit Committee meetings throughout the
year.





During
the year, circumstances may arise when it may become necessary to engage the
Independent Registered Public Accounting Firm for additional services not
contemplated in the original pre-approval.  In those instances, the
Audit Committee requires specific pre-approval before engaging the Independent
Registered Public Accounting Firm.  The Audit Committee has delegated
pre-approval authority to the Chairman of the Audit Committee for those
instances when pre-approval is needed prior to a scheduled Audit Committee
meeting.  The Chairman of the Audit Committee must report on such
pre-approvals at the next scheduled Audit Committee meeting.





All
fiscal year 2008 and 2007 audit and non-audit services provided by the
Independent Registered Public Accounting Firm were
pre-approved.





PART
IV





Item
15. Exhibits, Financial
Statement Schedules.





(a)
            Listed
      below are the documents filed as part of this
  report:




1.
            Not
      applicable




2.
            Not
      applicable




3.
            Exhibits:




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





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





SIGNATURES





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





MEDIALINK
      WORLDWIDE INCORPORATEDBy:
                              /s/ Kenneth TorosianKenneth
      TorosianChief
      Financial Officer, Treasurer, and Secretary
                                (Principal
      Financial Officer and Principal Accounting
                                Officer)


Date:
April 30, 2009










EXHIBIT
INDEX





Exhibit No.
                
                Description31.1
                
                Certification
      of the principal executive officer pursuant to Rules 13a-14(a) and
      15d-14(a) of the Securities Exchange Act of 1934, as
    amended.31.2
                
                Certification
      of the principal financial officer pursuant to Rules 13a-14(a) and
      15d-14(a) of the Securities Exchange Act of 1934, as
    amended.