---

# UNITED STATES SECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549

# FORM 10-Q

(Mark
One)

[X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
          Act of 1934

# For the Quarterly
Period Ended March 31, 2005

# 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
0-20939

# CNET Networks, Inc.(Exact name of
registrant as specified in its charter)

Delaware                                                                         13-3696170(State or Other Jurisdiction of Incorporation or Organization)         (I.R.S. Employer Identification Number)

# 235 Second Street, San Francisco, CA 94105(Address of Principal Executive Offices including Zip Code)

# Telephone Number (415) 344-2000(Registrants telephone number, including Area Code)

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

Indicate by check mark whether the  registrant is an  accelerated  filer (as defined in Rule 12b-2 of
the Exchange Act). YES [X] NO
[      ]

As of April 29, 2005 there were 145,743,196 shares of the registrants common stock
outstanding.

---

# CNET NETWORKS, INC. 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED)(in thousands, except share and per share data)

|                                                               | Three Months Ended
March 31,
|-------------------------------------------------------------- | ----------------------------
|
|Revenues                                                       |                             
|Interactive                                                    |                             
|Publishing                                                     |                             
|                                                               |                             
|Total revenues                                                 |                             
|Operating expenses:                                            |                             
|Cost of revenues                                               |                             
|Sales and marketing                                            |                             
|General and administrative                                     |                             
|Depreciation                                                   |                             
|Amortization of intangible assets                              |                             
|                                                               |                             
|Total operating expenses                                       |                             
|                                                               |                             
|Operating income (loss)                                        |                             
|                                                               |                             
|Non-operating income (expense):                                |                             
|Realized gains on investments, net of impairments              |                             
|Interest income                                                |                             
|Interest expense                                               |                             
|Other                                                          |                             
|                                                               |                             
|Total non-operating income (expense)                           |                             
|                                                               |                             
|Income (loss) before income taxes                              |                             
|Income tax expense                                             |                             
|                                                               |                             
|Net income (loss)                                              |                             
|                                                               |                             
|Basic net income (loss) per share                              |                             
|                                                               |                             
|Diluted net income (loss) per share                            |                             
|                                                               |                             
|Shares used in calculating basic net income (loss) per share   |                             
|Shares used in calculating diluted net income (loss) per share |                             

See accompanying notes to the
condensed consolidated financial statements.

---

# CNET NETWORKS, INC. 
CONSOLIDATED BALANCE SHEETS(UNAUDITED)(in thousands, except share data)

|                                                    | March 31,
2005 | December 31,
2004
|--------------------------------------------------- | -------------- | -----------------
|ASSETS                                              |                |                  
|Current Assets:                                     |                |                  
|Cash and cash equivalents                           |                |                  
|Investments in marketable debt securities           |                |                  
|Accounts receivable, net                            |                |                  
|Other current assets                                |                |                  
|                                                    |                |                  
|Total current assets                                |                |                  
|                                                    |                |                  
|Restricted cash                                     |                |                  
|Investments in marketable debt securities           |                |                  
|Property and equipment, net                         |                |                  
|Other assets                                        |                |                  
|Intangible assets, net                              |                |                  
|Goodwill                                            |                |                  
|                                                    |                |                  
|Total assets                                        |                |                  
|                                                    |                |                  
|                                                    |                |                  
|LIABILITIES AND STOCKHOLDERS' EQUITY                |                |                  
|Current liabilities:                                |                |                  
|Accounts payable                                    |                |                  
|Line of credit                                      |                |                  
|Accrued liabilities                                 |                |                  
|Current portion of long-term debt                   |                |                  
|                                                    |                |                  
|Total current liabilities                           |                |                  
|Non-current liabilities:                            |                |                  
|Long-term debt                                      |                |                  
|Other liabilities                                   |                |                  
|                                                    |                |                  
|Total liabilities                                   |                |                  
|Stockholders' equity:                               |                |                  
|Common stock; $0.0001 par value; 400,000,000 shares |                |                  
|authorized; 145,158,348 outstanding at              |                |                  
|March 31, 2005 and 144,455,283 outstanding          |                |                  
|at December 31, 2004                                |                |                  
|Additional paid-in-capital                          |                |                  
|Accumulated other comprehensive income              |                |                  
|Treasury stock, at cost                             |                |                  
|Accumulated deficit                                 |                |                  
|                                                    |                |                  
|Total stockholders' equity                          |                |                  
|                                                    |                |                  
|Total liabilities and stockholders' equity          |                |                  
|                                                    |                |                  
|                                                    |                |                  

See accompanying notes to the
condensed consolidated financial statements.

---

# CNET NETWORKS, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED) (in thousands)

|                                                                   | Three Months Ended
March 31,
|------------------------------------------------------------------ | ----------------------------
|
|Cash flows from operating activities:                              |                             
|Net Income                                                         |                             
|Adjustments to reconcile net income to net cash provided by        |                             
|operating activities:                                              |                             
|Depreciation and amortization                                      |                             
|Asset disposals                                                    |                             
|Noncash interest                                                   |                             
|Allowance for doubtful accounts                                    |                             
|Equity in losses of investees                                      |                             
|(Gain) loss on sale of marketable securities and privately         |                             
|held investments                                                   |                             
|Changes in operating assets and liabilities,                       |                             
|net of acquisitions                                                |                             
|Accounts receivable                                                |                             
|Other assets                                                       |                             
|Accounts payable                                                   |                             
|Accrued liabilities                                                |                             
|Other long-term liabilities                                        |                             
|                                                                   |                             
|Net cash provided by operating activities                          |                             
|                                                                   |                             
|Cash flows from investing activities:                              |                             
|Purchase of marketable debt securities                             |                             
|Proceeds from sale of marketable debt securities                   |                             
|Proceeds from sale of investments in privately held companies      |                             
|Investments in privately held companies                            |                             
|Net cash paid for acquisitions                                     |                             
|Capital expenditures                                               |                             
|                                                                   |                             
|Net cash provided by (used in) investing activities                |                             
|                                                                   |                             
|Cash flows from financing activities:                              |                             
|Payments received on stockholders' notes                           |                             
|Net proceeds from employee stock purchase plan                     |                             
|Net proceeds from exercise of options                              |                             
|Proceeds from borrowings                                           |                             
|Principal payments on borrowings                                   |                             
|                                                                   |                             
|Net cash provided by financing activities                          |                             
|                                                                   |                             
|Net increase in cash and cash equivalents                          |                             
|Effect of exchange rate changes on cash and cash equivalents       |                             
|Cash and cash equivalents at the beginning of the period           |                             
|                                                                   |                             
|Cash and cash equivalents at the end of the period                 |                             
|                                                                   |                             
|Supplemental disclosure of cash flow information:    Interest paid |                             
|Taxes paid                                                         |                             

See accompanying notes to the
condensed consolidated financial statements.

---

# CNET NETWORKS, INC.NOTES
 TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005

# (1) BASIS OF FINANCIAL
STATEMENTS

BUSINESS AND BASIS OF
PRESENTATION

CNET Networks, Inc. (CNET
Networks) is a worldwide media company and creator of content environments for the
interactive age. CNET Networks operates websites, each with its own distinct brand, in
three content categories: personal technology, games and entertainment, and business
technology. The personal technology category is anchored by brands such as CNET.com,
Download.com, and Webshots. The games and entertainment category primarily consists of the
GameSpot and MP3.com brands. Industry leading brands such as ZDNet, TechRepublic, News.com
and Release 1.0 are components of the business technology category. CNET Networks was
incorporated in the state of Delaware in December 1992.

In the opinion of management, the
accompanying unaudited condensed consolidated financial statements reflect all
adjustments, consisting only of normal recurring adjustments, except as otherwise
indicated, considered necessary for a fair presentation of the financial condition,
results of operations and cash flows for the periods presented. These condensed financial
statements should be read in conjunction with the audited consolidated financial
statements included in CNET Networks most recent Annual Report on Form 10-K, as
filed with the Securities and Exchange Commission, which contains additional financial and
operating information and information concerning the significant accounting policies
followed by CNET Networks.

The condensed consolidated results of
operations for the three months ended March 31, 2005 are not necessarily indicative of the
results to be expected for the current year or any other future period.

CONCENTRATION OF CREDIT
RISK

There were no revenues exceeding 10%
of total revenues for the three months ended March 31, 2005. Revenues from Google Inc.
approximated 12% of total revenues for the three months ended March 31, 2004.

BARTER

CNET Networks trades advertising on
its Internet sites in exchange for marketing services of other companies, referred to as
barter revenue. These revenues and marketing expenses are recognized in the
period in which the advertisements are delivered based on the fair market value of the
services delivered. CNET Networks determines the fair market value of the service
delivered based on amounts charged for similar services in non-barter deals within the
previous nine-month period. For both of the three-month periods ended March 31, 2005 and
2004, approximately $2.9 million of our revenues were derived from barter transactions.

INCOME TAXES

CNET Networks records a tax provision
for the anticipated tax consequences of the reported results of operations. In accordance
with SFAS 109, Accounting for Income Taxes, the provision for income taxes is
computed using the asset and liability method, under which deferred tax assets and
liabilities are recognized for the expected future tax consequences of temporary
differences between the financial reporting and tax bases of assets and liabilities, and
for the operating losses and tax credit carryforwards. Deferred tax assets and liabilities
are measured using the currently enacted tax rates that apply to taxable income in effect
for the years in which those tax assets are expected to be realized or settled. CNET
Networks records a valuation allowance to reduce deferred tax assets to the amount that is
believed more likely than not to be realized. Management believes that sufficient
uncertainty exists regarding the future realization of deferred tax assets and,
accordingly, a full valuation allowance has been provided against net deferred tax assets.
Tax expense has taken into account any change in the valuation allowance for deferred tax
assets where the realization of various deferred tax assets is subject to uncertainty.

In February 2005, CNET Networks and
the Internal Revenue Service reached an agreement whereby $173.6 million of net operating
losses, which were under review by the IRS, were deemed allowable for carryforward.
Accordingly, an additional net deferred tax asset of $57.2 million was recorded in the
first quarter of 2005 against which a full valuation allowance has been provided. At March
31, 2005, CNET Networks has U.S. federal and foreign net operating losses available for
carryforward totaling $519.1 million, consisting of U.S. net operating losses of $398.6
million and of cumulative foreign net operating losses of $120.5 million.

IMPAIRMENT OF GOODWILL,
LONG-LIVED AND OTHER ASSETS

Long-lived assets, such as property
and equipment and purchased intangible assets subject to amortization, are reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to the estimated undiscounted
(and without interest charges) future cash flows expected to be generated by the asset. If
such assets are considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amount of the asset exceeds the fair value of the asset.
Assets to be disposed of are reported at the lower of the carrying amount or fair value
less costs to sell.

Under Statement of Financial
Accounting Standard (SFAS) 142, Goodwill and Other Intangible Assets, goodwill
is to be tested for impairment at least annually. Intangible assets with definite useful
lives will continue to be amortized over their respective estimated useful lives.

Goodwill of a reporting unit is
reviewed for impairment if events or changes in circumstances indicate that the carrying
amount of its goodwill may not be recoverable. Impairment of reporting unit goodwill is
evaluated based on a comparison of the reporting units carrying value to the implied
fair value of the reporting unit. Conditions that indicate that impairment of goodwill
should be evaluated include a sustained decrease in our market value or an adverse change
in business climate. CNET Networks reviews goodwill for impairment on at least an annual
basis. CNET Networks has established August 31 as the valuation date on which this annual
review takes place.

CNET Networks has an investment in a
privately held company comprising approximately 19% of that companys equity. This
investment has historically been accounted for using the cost accounting method. During
the first quarter of 2005, CNET Networks provided additional debt financing to this
company, and determined that it should use the equity method of accounting for
this investment beginning in the first quarter of 2005.  This change to the equity method of
accounting resulted in a charge of $183,000 to record CNET Networks share of
in-process research and development associated with this investment. This charge is
included in cost of revenues. For as long as this investment qualifies for the equity method of
accounting, CNET Networks will be required to record its share of this companys net income (loss).

STOCK-BASED COMPENSATION

CNET Networks accounts for its
stock-based employee compensation plans using the intrinsic value method. As such,
compensation expense is recorded on the date of grant if the current market price of the
underlying stock exceeds the exercise price. The compensation expense is recorded over the
vesting period of the grant.

As allowed under SFAS 123,
Accounting for Stock Based Compensation, CNET Networks applies APB Opinion No.
25 in accounting for its stock-based compensation plans and, accordingly, no compensation
cost has been recognized for the plans in the financial statements because options are
granted at the current market price. Had CNET Networks determined compensation cost based
on the fair value at the grant date for its stock options under SFAS 123, CNET
Networks net income (loss) and net income (loss) per share would have been adjusted
to the pro forma amounts indicated below:

|                                               | Three Months Ended
March 31,
|---------------------------------------------- | ----------------------------
|
|Net income:                                    |                             
|As reported                                    |                             
|Fair value based method                        |                             
|compensation expense                           |                             
|Options                                        |                             
|ESPP                                           |                             
|                                               |                             
|Proforma                                       |                             
|                                               |                             
|Basic and diluted net income (loss) per share: |                             
|As reported                                    |                             
|Proforma                                       |                             

SFAS No. 123 does not apply to awards
prior to 1995. The weighted-average fair value of options granted in the three months
ended March 31, 2005 and 2004 was $9.83 and $10.01, respectively. The fair value of each
option grant is estimated on the date of grant using the Black Scholes option-pricing
model with the following weighted-average assumptions used for grants:

|                              | Three Months Ended March 31,
|----------------------------- | ----------------------------
|
|Stock options:                |                             
|Dividend yield                |                             
|Expected volatility           |                             
|Risk-free interest rate       |                             
|Expected life (in years)      |                             
|Employee Stock Purchase Plan: |                             
|Dividend yield                |                             
|Expected volatility           |                             
|Risk-free interest rate       |                             
|Expected life (in years)      |                             

RECENT ACCOUNTING
PRONOUNCEMENTS

In December 2004, the FASB issued
Statement 123R, Share-Based Payment, which will require all companies to
measure compensation cost for all employee share-based payments at fair value. This
statement was to be effective for public companies for interim or annual periods beginning
after June 15, 2005. On April 14, 2005, the SEC adopted a new rule that amends the
compliance dates for implementation of FAS 123R. The SECs new rule allows companies
to implement Statement 123R as of the beginning of their next fiscal year, which for CNET
Networks would be January 1, 2006. The statement eliminates the alternative to use the
intrinsic value method of accounting under APB Opinion No. 25 that was allowed under the
original provisions of Statement 123. Since we currently report share-based compensation
using the intrinsic-value method, the adoption of this standard will have a significant
impact on the consolidated statement of operations as we will be required to recognize the
cost of employee services received in exchange for awards of equity instruments based on
the grant-date fair value of those awards. The stock-based compensation disclosure within
this note sets out the impact of using fair value accounting for share-based payments for
the three months ended March 31, 2005 and 2004. However, the amounts disclosed within our
footnote are not necessarily indicative of the amounts that will be expensed in future
periods upon the adoption of Statement 123R as those amounts will vary with the level of
equity instrument awards and the grant-date value of those awards. Additionally, upon
implementation of Statement 123R, we may choose to use a different valuation model to
value the compensation expense associated with employee stock options. We are still
evaluating the provisions of Statement 123R.

In March 2004, the FASB issued EITF
Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application
to Certain Investments, which provides new guidance for assessing impairment losses
on debt and equity investments, as well as new disclosure requirements for investments
that are deemed to be temporarily impaired. In September 2004, the FASB delayed the
accounting provisions of EITF Issue No. 03-1; however, the disclosure requirements remain
effective and have been adopted for our year ended December 31, 2004. We will evaluate the
effect, if any, of EITF No. 03-1 when final guidance is issued.

# (3)
ACQUISITIONS

On January 14, 2005, CNET Networks
acquired Collaborative Content LLC which operates the website at www.tvtome.com
(Collaborative Content LLC and TVTome, collectively known as TVTome).
TVTomes website provides episode guides for almost all the current and for many of
the classic television shows. Under the terms of the agreement, CNET Networks paid a total
of $5.0 million of which $2.0 million is deferred consideration payable in two years
bearing interest at a rate of 3.0% per year. The $3.0 million of consideration paid at
closing was paid in cash and there were approximately $160,000 of direct acquisition
costs.

Under the purchase method of
accounting, the total purchase price as of the date of acquisition has been allocated to
assets and liabilities based on managements preliminary estimate of fair value. The
preliminary estimated fair values of the assets acquired in the TVTome acquisition is
$141,000 of receivables and $572,000 of amortizable intangibles. The intangibles, with a
weighted average life of approximately three years, consist of content, existing
relationships, tradenames, and a noncompete agreement. The excess of the purchase
consideration over the fair value of the net assets acquired has been allocated to
goodwill. A preliminary estimate of $4.5 million has been allocated to goodwill,and is deductible for tax purposes. Goodwill will not be amortized and will be tested
for impairment at least annually. The preliminary purchase price allocation for TVTome is
subject to revision as more detailed analysis is completed and additional information on
the fair value of the assets becomes available. Any change in the fair value of the net
assets of TVTome will change the amount of the purchase price allocable to goodwill. The
results of TVTomes operations have been included in CNET Networks statement of
operations from the date of acquisition.

# (3)
GOODWILL AND INTANGIBLE ASSETS

Acquired Intangible Assets.The following table sets forth the amount of intangible assets that are subject to
amortization, including the related accumulated amortization:

|                             | March 31, 2005 | December 31, 2004
|---------------------------- | -------------- | -----------------
|
|Amortized intangible assets: |                |                  
|Tradename/trademarks         |                | $36,145          
|Existing relationships       |                | 13,745           
|Developed technology         |                | 2,725            
|Content                      |                | 2,387            
|Other                        |                | 4,749            
|                             |                |                  
|Total                        |                | $59,751          
|                             |                |                  

Intangibles that are subject to
amortization are amortized on a straight-line basis and have original estimated useful
lives as follows: tradenames/trademarks over two to fifteen years, registered users over
three to seven, developed technology over two to three years, content over two to three
years, and other over two to five years. Useful lives are reviewed regularly to ensure
that a change in circumstances has not occurred that would result in a change in useful
life. Estimated future amortization expense related to acquired intangible assets at March
31, 2005 is as follows:

|(in thousands)     | 
|------------------ | 
|Q2, Q3 and Q4 2005 | 
|2006               | 
|2007               | 
|2008               | 
|2009               | 
|Thereafter         | 
|                   | 
|                   | 
|                   | 

Goodwill.The following table sets forth the changes in goodwill for the three months
          ended March 31, 2005:

|(in thousands)                  | Total | U.S.
Media | Computer
Shopper | Channel
Services | Asia | Europe 
|------------------------------- | ----- | ---------- | ---------------- | ---------------- | ---- | -------
|Balance as of December 31, 2004 |       | $126,287   |                  | $89,543          |      | $10,728
|Acquisitions and foreign        |      
|translation adjustments         |       | 5,063      |                  | 5,207            |      | --     
|                                |       |            |                  |                  |      |        
|Balance as of March 31, 2005    |       | $131,350   |                  | $94,750          |      | $10,728
|                                |       |            |                  |                  |      |        

The
U.S. Media, Computer Shopper and Channel Services reporting units operate in our U.S.
Media segment and the Asia and Europe reporting units operate in our International
segment.

# (4)
NET INCOME PER SHARE

The following table sets forth the
computation of net income per share:

|                                        | Three Months Ended
March 31,
|--------------------------------------- | ----------------------------
|
|Income available to common stockholders |                             
|                                        |                             
|Weighted average shares - basic         |                             
|Contingently convertible securities     |                             
|Stock options                           |                             
|                                        |                             
|Weighted average shares - diluted       |                             
|                                        |                             
|Basic income per common share           |                             
|                                        |                             
|Diluted income per common share         |                             
|                                        |                             

Basic net income (loss) per share is
computed using the weighted average number of shares of common stock outstanding during
the period. Diluted net income (loss) per share is computed using the weighted average
number of shares of common stock and dilutive common stock equivalents outstanding during
the period.

Diluted net income per share for the
three months ended March 31, 2005 does not include the effect of 4,934,076 common shares
related to options with a weighted average exercise price of $16.06 because their effect
is anti-dilutive. Diluted net income per share for the three months ended March 31, 2005
also does not include the effect of 8,333,337 common shares related to the 0.75%
Convertible Senior Notes with an average conversion price of $15.00 per share. Diluted net
income per share for the three months ended March 31, 2004 does not include the effect of
5,097,887 common shares related to options with a weighted average exercise price of
$16.25 because their effect is anti-dilutive. Diluted net income for the three months
ended March 31, 2004 also does not include the effect of 3,040,242 common shares related
to the 5% Convertible Subordinated Notes with an average conversion price of $37.41.

# (5) COMPREHENSIVE INCOME

The components of other comprehensive
income for the three months ended March 31, 2005 and 2004 are as follows:

|(in thousands)                           | Three Months Ended
March 31,
|---------------------------------------- | ----------------------------
|
|Net income                               |                             
|Other comprehensive income:              |                             
|Unrealized holding gains arising         |                             
|during the period, net of tax            |                             
|Unrealized holding losses arising        |                             
|during the period, net of tax            |                             
|Foreign currency translation gain (loss) |                             
|                                         |                             
|Comprehensive income                     |                             
|                                         |                             

# (6) SEGMENTS

CNET Networks primary areas of
measurement and decision-making include two principal business segments, U.S. Media and
International Media. U.S. Media consists of an online network focused on three content
categories: personal technology, games and entertainment, and business technology.
International Media includes the delivery of online technology information and several
technology print publications in non U.S. markets.

Summarized information by segment as
excerpted from the internal management reports is as follows:

|(in thousands)         | U.S.
Media | Inter-
national
Media | Other | Total   
|---------------------- | ---------- | --------------------- | ----- | --------
|Three Months Ended     |            |                       |       |         
|March 31, 2005         |           
|Revenues               |            | $62,304               |       | $ 12,408
|Operating expenses     |            | 52,731                |       | 15,518  
|                       |            |                       |       |         
|Operating income(loss) |            | $  9,573              |       | $(3,110 
|                       |            |                       |       |         
|Three Months Ended     |           
|March 31, 2004         |           
|Revenues               |            | $52,769               |       | $ 10,628
|Operating expenses     |            | 47,119                |       | 13,868  
|                       |            |                       |       |         
|Operating income(loss) |            | $  5,650              |       | $(3,240 
|                       |            |                       |       |         

Since operating income (loss) before
depreciation, amortization and realignment expenses is the measure of operating
performance that management uses for making decisions and allocating resources, certain
operating costs are not allocated across segments. These unallocated operating costs,
included in Other in the tables above, represent all depreciation and
amortization expenses. For the three months ended March 31, 2005, Other
includes $6.1 million of depreciation and amortization expense. For the three months ended
March 31, 2004, other included $8.1 million of depreciation and amortization
expense, of which $3.5 million related to an impairment charge taken on our buildings and
fixed assets in Switzerland used by our Channel operations.

Assets are not allocated to segments
for internal reporting purposes. Segment operating income (loss) before depreciation and
amortization should not be considered a substitute for operating income, cash flows or
other measures of financial performance prepared in accordance with accounting principles
generally accepted in the United States of America.

The following table represents
revenues for groups of similar services.

|                         | Three Months Ended March 31,
|------------------------ | ----------------------------
|
|Revenues:                |                             
|Marketing services       |                             
|Licensing, fees and user |                             
|                         |                             
|Interactive              |                             
|Publishing               |                             
|                         |                             
|                         |                             
|                         |                             

| |  | o |  | Marketing Services: sales of advertisements on our Internet network through
impression-based advertising (fees earned from the number of times an advertisement is
viewed by users of our websites) or activity-based advertising (fees earned when our users
click on an advertisement or text link to visit the websites of our merchant partners, or
download a software application or a whitepaper)
| |  | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | o |  | Licensing,  Fees and User: licensing our product database and online content,  subscriptions to our online services, and other
         paid services
| |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | o |  | Publishing: sales of advertisements in our print publications,  subscriptions and newsstand sales of publications,  and custom
         publishing services.
| |  | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

# (7) COMMITMENTS AND
CONTINGENCIES

Lease Abandonment.In 2001,
CNET Networks performed an evaluation of its domestic and international real estate
requirements. This evaluation resulted in the consolidation or abandonment of several
leased facilities. In connection with these abandoned leases, CNET Networks established an
accrual for lease abandonment. The balance in this accrual was $2.8 million at December
31, 2004. During the three-month period ended March 31, 2005, there were adjustments to
the accrual of $75,000 resulting from a change in assumptions regarding the subleasing of
properties. For the three months ended March 31, 2005, cash expenditure reductions to this
accrual were $881,000. At March 31, 2005, a balance of $1.9 million remained in this
accrual.

Legal.Two shareholder class action lawsuits were filed in the United States
          District Court for the Southern District of New York on August 16, 2001 and
          September 26, 2001, against Ziff-Davis, Eric Hippeau, former Chief Executive
          Officer of Ziff-Davis, and Timothy OBrien, former Chief Financial Officer
          of Ziff-Davis, and investment banks that were the underwriters of the public
          offering of ZDNet series of Ziff-Davis stock (the ZDNet Offering). One of the
          complaints also names CNET Networks as a defendant, as successor in liability to
          Ziff-Davis. The complaints are similar and allege violations of the Securities
          Act of 1933, and one of the complaints also alleges violations of the Securities
          Exchange Act of 1934. The complaints allege the receipt of excessive and
          undisclosed commissions by the underwriters in connection with the allocation of
          shares of common stock to certain investors in the ZDNet Offering and agreements
          by those investors to make additional purchases of stock in the aftermarket at
          pre-determined prices. Plaintiffs allege that the prospectus for the ZDNet
          Offering was false and misleading and in violation of the securities laws
          because it did not disclose the arrangements. A Consolidated Amended Complaint,
          which is now the operative complaint, was filed in the Southern District of New
          York on April 19, 2002. The action seeks damages in an unspecified amount. The
          action is being coordinated with over 300 nearly identical actions filed against
          other companies and their underwriters. On February 19, 2003, the Court granted
          CNET Networks motion to dismiss the Section 10(b) claim with leave to
          replead, and denied the motion to dismiss the Section 11 claim. Plaintiffs did
          not replead the Section 10(b) claim, and the time to replead that claim has
          expired. On October 13, 2004, the Court certified a class in six of the
          approximately 300 other nearly identical actions and noted that the decision is
          intended to provide strong guidance to all parties regarding class certification
          in the remaining cases. Plaintiffs have not yet moved to certify a class in the
          CNET Networks case.

The majority of the issuers,
including CNET Networks, and their insurers have approved a settlement agreement and
related agreements. The agreements set forth the terms of a settlement between CNET
Networks, the plaintiff class and the vast majority of the other approximately 300 issuer
defendants. Pursuant to those agreements, CNET Networks insurers would participate
in an undertaking to guarantee a minimum recovery by the plaintiffs. Among other
provisions, the settlement provides for a release of CNET Networks and the individual
defendants for the conduct alleged in the action to be wrongful. CNET Networks would agree
to undertake certain responsibilities, including agreeing to assign away, not assert, or
release certain potential claims CNET Networks may have against its underwriters. The
settlement agreement also provides for a back-stop guarantee from the issuers
and their insurers pursuant to which they will pay the plaintiffs any shortfall between $1
billion and the amounts recovered in the ongoing litigation against the underwriters. It
is anticipated that any potential financial obligation of CNET Networks to plaintiffs
pursuant to the terms of the settlement agreement and related agreements will be covered
by existing insurance. Therefore, CNET Networks does not expect that the settlement will
involve any payment by CNET Networks. Based on the amount of CNET Networks insurance
and the agreement of the insurers to cover legal expenses after June 1, 2003, CNET
Networks does not anticipate additional expenses or liability if the settlement is
approved. CNET Networks currently is not aware of any material limitations on the expected
recovery of any potential financial obligation to plaintiffs from its insurance carriers.
Its carriers are solvent, and CNET Networks is not aware of any uncertainties as to the
legal sufficiency of an insurance claim with respect to any recovery by plaintiffs. If
material limitations on the expected recovery of any potential financial obligation to the
plaintiffs from the CNET Networks insurance carriers should arise, CNET
Networks maximum financial obligation to plaintiffs pursuant to the settlement
agreement is less than $3.4 million. On February 15, 2005, the court granted preliminary
approval of the settlement agreement, subject to certain modifications consistent with its
opinion. The requested modifications would provide for a mutual bar of all contribution
claims by the settling and non-settling parties and would not bar the parties from
pursuing other claims. The court has set a deadline of May 2, 2005 for the plaintiffs and
the issuers to submit a revised settlement agreement and a deadline of May 16, 2005 for
the underwriter defendants to the revised settlement agreement. There is no assurance that
the parties to the settlement will be able to agree to a revised settlement agreement
consistent with the courts opinion, or that the court will grant final approval to
the settlement to the extent the parties reach agreements. If the settlement is not
concluded and CNET Networks is found liable, we anticipate that any potential financial
obligation of CNET Networks to plaintiffs will be covered by existing insurance.
Regardless of whether the settlement is approved, and even if material limitations arise
with respect to our expected recovery of any potential obligations to plaintiffs from our
insurance carriers, we do not expect that any payments required to be made by CNET
Networks will be material.

On August 3, 2004, a class action
lawsuit was filed in the Superior Court of the State of California, County of San
Francisco by Mario Cisneros and Michael Voigt on behalf of themselves, all others
similarly situated and the general public against CNET Networks and numerous other
defendants. The complaint alleges that certain search results displayed by the defendants
facilitate illegal internet gambling in violation of California state law. CNET Networks
cannot predict the impact of this litigation on its business, financial condition or
results of operations.

There are no other legal proceedings
to which CNET Networks is a party that are reasonably expected to be material to our
business or financial condition.

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

This report contains forward-looking
statements that are subject to risks and uncertainties that could cause actual results to
differ materially. Further information about these forward-looking statements and risks
associated with our business can be found below under the subheading Special Note
Regarding Forward-Looking Statements and Risk Factors.

Overview

CNET Networks,  Inc. is a worldwide media company and creator of content  environments  for the  interactive  age. We operate  industry  leading
websites,  each with its own  distinct  brand,  in three  content  categories:  personal  technology,  games  and  entertainment,  and  business
technology.

CNET Networks operates a portfolio of
well-known brands that reach engaged, targeted audiences in multiple content categories.
We operate industry leading websites, each with its own distinct brand, that deliver rich,
authentic content experiences for both users and marketers. Our network of properties is
currently focused on three content categories: personal technology, games and
entertainment, and business technology. The personal technology category is anchored by
top brands such as CNET.com, Download.com, and Webshots. The games and entertainment
category primarily consists of the GameSpot and MP3.com brands. Brands such as ZDNet,
TechRepublic, News.com and Release 1.0 are components of the business technology category.

We have determined that our business
segments are U.S. Media and International Media. U.S. Media consists of an online network
focused on three content categories: personal technology, games and entertainment, and
business technology. International Media includes the delivery of online technology
information and several technology print publications in non U.S. markets.

We earn revenues from:

| |  | o |  | Marketing Services: sales of advertisements on our Internet network through
impression-based advertising (fees earned from the number of times an advertisement is
viewed by users of our websites) or activity-based advertising (fees earned when our users
click on an advertisement or text link to visit the websites of our merchant partners, or
download a software application or a whitepaper)
| |  | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | o |  | Licensing,  Fees and User: licensing our product database and online content,  subscriptions to our online services, and other
         paid services
| |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | o |  | Publishing: sales of advertisements in our print publications,  subscriptions and newsstand sales of publications,  and custom
         publishing services.
| |  | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

We evaluate our revenues according to
the classifications listed above. We classify our marketing services revenues and
licensing, fee and user revenues as interactive revenues and our publishing revenues as
publishing revenues on our consolidated statements of operations. Revenues for the three
months ended March 31, 2005 and 2004 for these categories are as follows:

|                             | Three Months Ended March 31,
|---------------------------- | ----------------------------
|
|Revenues:                    |                             
|Marketing services           |                             
|Licensing, fees and user     |                             
|                             |                             
|Interactive                  |                             
|Publishing                   |                             
|                             |                             
|                             |                             
|                             |                             
|As a Percentage of Revenues: |                             
|Marketing Services           |                             
|Licensing, fees and user     |                             
|                             |                             
|Interactive                  |                             
|Publishing                   |                             
|                             |                             
|                             |                             
|                             |                             

We had an average 105.9 million
unique users in the first quarter of 2005 as compared to 76.5 million unique users in the
first quarter of 2004, an increase of 38%. Daily page views averaged 94.8 million in the
first quarter of 2005 compared with 44.2 million in the third quarter of 2004, a 114%
increase. These increases reflect growth in our existing properties, as well as from
acquisitions, most notably from Webshots. While increases or decreases in unique users and
daily average page views are not necessarily indicative of increases or decreases in
financial results, we believe that these statistics are helpful because they provide
insight into the growth of the Internet as an advertising medium resulting from increased
user adoption and into user demand for CNET Networks properties in particular.

We evaluate our financial performance
primarily on the following key measurements:

| |  | o |  | Revenues
| |  | - |  | --------

| |  | o |  | Operating income (loss)
| |  | - |  | -----------------------

| |  | o |  | Operating income (loss) before depreciation, amortization and asset impairment
| |  | - |  | ------------------------------------------------------------------------------

| |  | o |  | Net income (loss)
| |  | - |  | -----------------

| |  | o |  | Earnings (loss) per share
| |  | - |  | -------------------------

Operating expenses included in our
operating income (loss) before depreciation and amortization consist of cost of revenues,
sales and marketing and general and administrative costs, which are primarily cash related
expense activities. Noncash related expenses consist of depreciation and amortization of
intangible assets and are included in our operating income (loss).

Cost of revenues includes costs
associated with the production and delivery of our Internet sites, print publications and
creation of our product database and related technology. The principal elements of cost of
revenues for our Internet operations are payroll and related expenses for the editorial,
production and technology staff and related costs for facilities and equipment. Cost of
revenues for our publishing operations includes payroll and related expenses for editorial
personnel and costs to print and distribute our magazines and related costs for facilities
and equipment. The majority of our cost of revenues do not necessarily fluctuate
proportionately with fluctuations in revenues.

Sales and marketing expenses consist
primarily of payroll and related expenses, consulting fees and advertising expenses and
related costs for facilities and equipment.

General and administrative expenses
consist of payroll and related expenses for executive, finance and administrative
personnel, professional fees and other general corporate expenses and related costs for
facilities and equipment.

As shown in the table below, we
earned operating income of $413,000 for the three months ended March 31, 2005 and incurred
an operating loss of $5.7 million for the three months ended March 31, 2004. We also
earned an operating income before depreciation and amortization of $6.5 million and $2.4
million in the three months ended March 31, 2005 and 2004, respectively. Our net income
and basic and diluted income per share for the three months ended March 31, 2005 and 2004
was $383,000, or $0.00 per share, and $2.9 million, or $0.02 per share, respectively.

|                                   | Three Months Ended March 31,
|---------------------------------- | ----------------------------
|
|Operating income (loss)            |                             
|Depreciation                       |                             
|Amortization                       |                             
|                                   |                             
|Operating income before            |                             
|depreciation and amortization      |                             
|                                   |                             
|Net income                         |                             
|                                   |                             
|Basic and diluted income per share |                             
|                                   |                             

We believe that operating
income (loss) before depreciation and amortization is useful to management and
investors in evaluating our current operating performance, since depreciation and
amortization include the impact of past transactions and costs that are not necessarily
directly related to the current underlying capital requirements or performance of the
business operations. Management refers to operating income before depreciation and
amortization to compare historical operating results, in making operating decisions
and for planning and compensation purposes. A limitation associated with this measure is
that it does not reflect the costs of certain capitalized tangible and intangible assets
used in generating revenue. Management evaluates the costs of these assets through other
financial measures such as capital expenditures. Operating income before
depreciation and amortization should be considered in addition to, and not as a
substitute for, other measures of financial performance prepared in accordance with US
GAAP.

Outlook

We are focused on expanding our
content coverage and services to help us continue to grow the number of users visiting our
properties and advertiser base. In particular, we are focused on expanding the content
coverage and services in our faster growing areas, such as personal technology and games
and entertainment. We believe that expansion may occur through a combination of organic
growth, acquisitions, or partnerships with third parties. We expect that expanding our
content coverage and user base should make our offerings even more relevant to our
in-category (advertisers with contextual relevance to the specific property on which they
advertise) as well as our newer out-of-category, customers, such as, automotive
manufacturing, retail, consumer packaged goods, and financial services. We are focused on
expanding our advertiser base and adding a broader set of advertisers beyond our
traditional technology-focused customer base. We refer to this broader set of customers,
as out-of-category advertisers. We expect our growth in revenues to exceed any
incremental increase in operating costs, before depreciation and amortization, resulting
in an increase in operating margin.

We expect there will be continued
growth in revenues from interactive revenues in the personal technology and games and
entertainment sectors and stable revenues within our business technology category. We
anticipate revenues from our publishing operations in the U.S. to decline due to a
continuing shift in media consumption towards online content. We expect that online
revenues will represent an increasing proportion of international revenues reflecting
faster online revenue growth than publishing.

# RESULTS OF OPERATIONS

# Revenues

Total Revenues. Total revenues
were $74.7 million and $63.4 million for the three months ended March 31, 2005 and 2004,
respectively. Total revenues increased 18% for the quarter ended March 31, 2005 primarily
due to growth in our interactive revenue. Publishing revenues decreased for the three
months ended March 31, 2005 as compared to the same period of 2004.

For both of the three-month periods
ended March 31, 2005 and 2004, approximately $2.9 million of our revenues were derived
from barter transactions. Barter transactions occur when we deliver marketing services for
the marketing services of other companies. These revenues and marketing expenses were
recognized at the fair value of the advertisements delivered.

Interactive Revenues

Marketing Services Revenues.Marketing services revenues were $58.1 million and $48.0 million and represented 78%
and 76% of total revenues for the three months ended March 31, 2005 and 2004,
respectively. The increase in marketing services revenues of $10.1 million, or 21%, for
the three months ended March 31, 2005, respectively, as compared to the same periods of
the prior year reflects growth not only in categories where we have traditionally seen
demand, such as computing, consumer electronics and games, but also from growing
contributions from new categories of advertisers in sectors such as automobiles, consumer
packaged goods, movies and music, reflecting our expansion of content offerings in the
areas of personal technology and games and entertainment, as well as the inclusion of
Webshots in the current year, which was acquired in the third quarter of 2004.

Licensing, Fees and User.
Licensing, fees and user revenues were $10.4 million and $7.5 million and represented 14%
and 12% of total revenues for the three-month periods ended March 31, 2005 and 2004,
respectively. The $2.9 million, or 39%, increase in the three months ended March 31, 2005
reflects growth due to the acquisition of Webshots, reflecting revenue from its Premium
Services offerings, and from existing operations.

Publishing Revenues.Publishing revenues were $6.2 million and $7.9 million and represented 8%
and 12% of total revenues for the three months ended March 31, 2005 and 2004,
respectively. The decrease in publishing revenues was primarily due to lower advertising
revenues in the current year period as compared to last year as we continue to see a shift
in media consumption away from publishing.

# Operating Expenses

|                           | Three Months Ended March 31,
|-------------------------- | ----------------------------
|
|Operating expenses:        |                             
|Cost of revenues           |                             
|Sales and marketing        |                             
|General and administrative |                             
|Depreciation               |                             
|Amortization               |                             
|                           |                             
|Total operating expenses   |                             
|                           |                             

Cost of Revenues, Sales and
Marketing, and General and Administrative.We refer to cash related expenses as cost
of revenues, sales and marketing, and general and administrative expenses. We incurred
cash related expenses in aggregate of $68.2 million and $61.0 million for the three months
ended March 31, 2005 and 2004, representing approximately 91% and 96% of total revenues,
respectively. The majority of our cash related expenses are costs associated with employee
compensation, benefits and facilities. Total cash related expenses increased approximately
12% for the three months ended March 31, 2005 when compared to the prior year. This
increase related primarily to expanding our workforce to accommodate our revenue growth
mostly in the areas of content creation and sales and marketing, as well as personnel
added through acquisitions. Our headcount has increased by approximately 13% from March
31, 2004 to March 31, 2005.

Depreciation and Intangible Assets
Amortization.Depreciation expense was $3.9 million and $7.2 million for the three
months ended March 31, 2005 and 2004, respectively. The decrease in depreciation expense
in the three months ended March 31, 2005 as compared to prior year resulted from $3.5
million of charges related to buildings and fixed assets in Switzerland, which were
written down to their estimated fair value in the first quarter of 2004.

Intangible assets amortization
expense was $2.1 million and $900,000 for the three months ended March 31, 2005 and 2004,
respectively. Our amortization expense has increased from the amortization of intangible
assets that were acquired during 2004.

# Operating Income (Loss)

We recorded operating income of
$413,000 for the three months ended March 31, 2005, and an operating loss of $5.7 million
for the three months ended March 31, 2004. The increase in operating income in the three
months ended March 31, 2005 as compared to the three months ended March 31, 2004 was due
to an increase in revenues of $11.3 million partially offset by increased expenses to
accommodate that revenue growth.

# Operating Income before
Depreciation and Amortization

As shown in the table in the Overview
section above, we had operating income before depreciation and amortization of $6.5
million and $2.4 million for the three months ended March 31, 2005 and 2004, respectively.
Operating income before depreciation and amortization increased by $4.1 million. The
increase primarily related to growth in revenues which exceeded any incremental increase
in operating costs, before depreciation and amortization, resulting in an increase in
operating margin.

# Nonoperating Income and
Expense

Realized Gain/Loss on Investments.We recognized a gain of $568,000 and $8.0 million during the three months ended March
31, 2005 and 2004, respectively, from the sale of privately-held investments. Our
investments in these companies were purchased upon the acquisition of those companies by
third parties.

Interest Expense.Interest
expense decreased by approximately $900,000 for the three months ended March 31, 2005 as
compared to the same period of the prior year. The decrease resulted from the redemption
of our 5% Convertible Subordinated Notes through the issuance of 0.75% Convertible Senior
Notes.

Other Income (Expense).Other
income for the three months ended March 31, 2004 consisted primarily of $1.7 million of
foreign exchange gain related to the reclassification of our building in Switzerland to
assets held for sale.

# Net Income

We recorded net income of $383,000 or
$0.00 per basic and diluted share for the three months ended March 31, 2005 compared to
net income of $2.9 million or $0.02 per basic and diluted share for the three months ended
March 31, 2004. Net income for the three months ended March 31, 2004 included a gain of
$8.0 million from the sale of privately-held investments, and a $3.5 million charge
related to buildings and fixed assets in Switzerland offset by a $1.7 million foreign
exchange gain recognized upon reclassification of the buildings to assets held for sale.
The decrease in the current quarter earnings as compared to the prior year period was due
primarily to the non-recurring net gain recorded in the three months ended March 31, 2004.

# Segment Revenues and
Operating Expenses

For the three months ended March 31,
2005 as compared to the same period of the prior year, revenues increased for both the
U.S. Media and International Media segments. The U.S. revenue increase reflects increases from marketing
services revenues and licensing, fees and user revenues.  The increase in marketing services revenues is
due to growth from existing operations and from the Webshots acquisition.  The increase in licensing, fees
and user revenues is due to Webshots and existing operations. Revenues from the International segment reflect increases
from acquisitions, existing operations and exchange rate differences.

For the three months ended March 31,
2005, both business segments have decreased operating costs as a percentage of related
revenues as compared to the same period of prior year. Revenues are increasing at a rate
greater than operating expenses primarily as an effect of productivity improvements
resulting in an increase in operating margins.

International media operating margins
are currently lower than those of our U.S. Media operations due to the earlier stage of
development of the online advertising markets in the countries in which we do business.

LIQUIDITY AND CAPITAL
RESOURCES

When evaluating our overall cash
position for the purpose of assessing our liquidity, we consider our cash and cash
equivalents, short-term and long-term investments in marketable debt securities and
restricted cash.

|(in thousands)                        | March 31, 2005 | December 31, 2004
|------------------------------------- | -------------- | -----------------
|Cash and cash equivalents             |                |                  
|Short-term marketable debt securities |                |                  
|Long-term marketable debt securities  |                |                  
|Restricted cash                       |                |                  
|                                      |                |                  
|Total cash and investments            |                |                  
|                                      |                |                  

The critical components of our cash flows include:

| |  | o |  | Net income (loss), as adjusted for
noncash operating expenses
| |  | - |  | -------------------------------------------------------------

| |  | o |  | Working capital requirements
| |  | - |  | ----------------------------

| |  | o |  | Cash used for investments and
acquisitions
| |  | - |  | ------------------------------------------

| |  | o |  | Capital expenditures
| |  | - |  | --------------------

| |  | o |  | Debt obligations or debt retirement
| |  | - |  | -----------------------------------

| |  | o |  | Proceeds from
stock options and employee stock purchase plans.
| |  | - |  | --------------------------------------------------------------

Operating.Net cash provided by operating activities of $9.5 million for the three
          months ended March 31, 2005 included net income of $383,000, depreciation and
          amortization totaling $6.1 million and an increase in working capital of $2.8
          million. Net cash provided by operating activities of $6.5 million for the three
          months ended March 31, 2004 included net income of $2.9 million, depreciation
          and amortization of $8.1 million and an increase in working capital of $2.6
          million. We anticipate we will continue to require cash for working capital
          purposes as our business expands.

Investing.Net cash used in investing activities of $6.3 million for the three months
          ended March 31, 2005 was primarily due to capital expenditures and acquisitions.
          Capital expenditures for the quarter were $5.2 million. Capital expenditures for
          the full year 2005 are expected to be between $20.0 million and $22.0 million.

On January 14, 2005, we acquired
TVTome, a television guide site. Under the terms of the agreement, we paid $3.0 million in
cash and $2.0 million in deferred consideration. We regularly evaluate investment
opportunities, and it is likely that we will make additional investments or acquisitions.

Net cash provided by investing
activities of $4.1 million for the three months ended March 31, 2004 was primarily
attributable to the sale of privately-held investments offset by cash paid for
acquisitions and capital expenditures.

Financing.Cash provided by financing activities of $2.9 million for the three months
          ended March 31, 2005 was primarily due to the issuance of common stock through
          the exercise of stock options and the employee stock purchase plan. Cash
          provided by financing activities of $3.3 million for the three months ended
          March 31, 2004 was primarily attributable to proceeds from the issuance of
          common stock through the exercise of stock options and the employee stock
          purchase plan.

As of March 31, 2005, we had
long-term obligations outstanding under notes payable totaling $137.6 million. Notes
payable included $125.0 million of 0.75% Convertible Senior Notes due in 2024. These notes
are convertible, under certain circumstances, for shares of CNET Networks, Inc. common
stock based on an initial effective conversion price of approximately $15.00 per share.
The notes may be called by us at any time after five years, and may be put to CNET by the
holders in five, ten and fifteen years. Additionally, we have a $10.0 million note related
to the Webshots acquisition and a $2.0 million note payable related to the TV Tome
acquisition both of which are due in 2007.

As of March 31, 2005, our aggregate
cash balances totaled $97.0 million, consisting of $77.2 million cash and equivalents,
short-term and long-term investments in marketable debt securities as well as $19.8
million of restricted cash. We believe that existing funds will be sufficient to meet our
anticipated cash needs to cover operations and for working capital fluctuations and for
capital expenditures for the next 12 months. However, any significant acquisitions
completed in the future could reduce our cash balances and may affect our liquidity and
funding needs. As a result, we may determine to raise proceeds for potential acquisitions
through the issuance of debt or equity securities. Our ability to raise such additional
capital will depend on market conditions at the time.

On October 26, 2004, we filed a
universal shelf registration statement on Form S-3 with the Securities and Exchange
Commission covering the issuance of up to $300.0 million in securities. This shelf
registration and the revolving credit facility enables us to take advantage of favorable
market conditions and opportunistically access the capital markets and strengthens our
liquidity position and provides financial flexibility to fund growth and further expansion
opportunities

CRITICAL ACCOUNTING
POLICIES AND ESTIMATES

Our discussion and analysis of our
financial condition and results of operations are based on our consolidated financial
statements. The preparation of these financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make
a number of estimates and assumptions relating to the reporting of assets and liabilities,
revenues and expenses, and the disclosure of contingent assets and liabilities. On an
ongoing basis, we evaluate these estimates, including those related to collectibility of
receivables, investments, goodwill and intangible assets and contingencies. We base our
estimates on historical experience and on various other assumptions we believe to be
reasonable under the circumstances, which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results could differ from those estimates under different assumptions or
conditions.

We believe the following critical
accounting policies affect our more significant judgments and estimates used in the
preparation of our consolidated financial statements.

# Revenue recognition

We recognize revenues once the
following criteria are met:

| |  | o |  | Persuasive evidence of an arrangement exists
| |  | - |  | --------------------------------------------

| |  | o |  | Delivery of our obligation to our customer has occurred
| |  | - |  | -------------------------------------------------------

| |  | o |  | The price to be charged to the buyer is fixed or determinable
| |  | - |  | -------------------------------------------------------------

| |  | o |  | Collectibility of the fees to be charged is reasonably assured.
| |  | - |  | ---------------------------------------------------------------

We have several revenue streams. For
each revenue stream, evidence of the arrangement, delivery and pricing may be different.
For all revenue streams, we determine that collectibility is reasonably assured through a
standardized credit review to determine each customers credit worthiness.

Marketing Services.We
recognize revenues from the sale of impression-based advertisements on our online network
in the period in which the advertisements are delivered. The arrangements are evidenced
either by insertion orders or contracts that stipulate the types of advertising to be
delivered and pricing. Our customers are billed based on pricing as determined on the
insertion order or contract, which may include certain discounts from list price. No
amounts are subject to refund. When recognizing revenues, any discounts granted are
applied to each type of advertisement purchased based on the relative fair value of each
element.

We refer to the fees charged to
merchants based on the number of users who click on an advertisement or text link to visit
the websites of our merchant, download, search or white paper partners as
activity-based advertising. For activity-based advertising, the arrangement is
evidenced by a contract that stipulates the fee per activity. The fee becomes fixed and
determinable upon a user clicking on an advertisement. These revenues are recognized in
the period in which the activity occurs, and are not subject to refund.

In certain arrangements, we sell
multiple deliverables to customers as part of a multiple-element arrangement. For these
arrangements, we allocate revenue to each deliverable based on the relative fair value of
each deliverable. Revenue is recognized in these arrangements when we deliver on our
obligation. Fair value is determined based on our published price list and our internal
discount policy, which approximates the selling price.

We trade advertising on our Internet
sites in exchange for marketing services of other companies, referred to as barter
revenue. These revenues are recognized in the period in which the advertisements are
delivered based on the fair market value of the services delivered. We determine the fair
market value of the service delivered based upon amounts charged for similar services in
non-barter arrangements within the previous six-month period. We also ensure that the
value of barter delivered in each brand does not exceed the value of cash based revenue in
any period.

Licensing, Fees and User.Revenues for subscriptions to our Internet sites and product databases are recognized
on a straight-line basis over the term of the subscription. CNET Networks completes our
obligation to customers for these arrangements by granting them password access to our
sites or databases. Upon execution of a contract, billing and commencement of the
services, we record deferred revenue for the fee charged. This deferred revenue is
recognized on a straight-line basis over the period of the arrangement. The amounts under
contract are not refundable after the customer has used the service.

Publishing.Advertising revenues from our print publications are recognized in the month
          that the related publications become available at newsstands. Newsstand revenues
          from our print publications are recognized when the publications are delivered
          to the newsstand at which time a reserve is recorded against the value of the
          publications delivered based on the number of magazines that we expect to be
          returned. To ensure these reserves are adequate, we review the sell-through
          history of the publications on a monthly basis.

# Collectibility of
receivables

We maintain allowances for doubtful
accounts for estimated losses resulting from the inability of our customers to make
required payments. We base our allowances on periodic assessment of our customers
liquidity and financial condition through credit rating agencies reports, financial
statement reviews and historical collection trends. If the financial condition of our
customers were to deteriorate and thereby result in an inability to make payments,
additional allowances would be required. As of March 31, 2005 and December 31, 2004, our
allowance for doubtful accounts was $10.5 million for both periods.

# Goodwill and intangibles
impairment

Goodwill of a reporting unit is
reviewed for impairment if events or changes in circumstances indicate that the carrying
amount of its goodwill or intangible assets may not be recoverable. Conditions that
indicate that impairment of goodwill should be evaluated include a sustained decrease in
our market value or an adverse change in business climate for CNET Networks as a whole or
a particular reporting unit of CNET Networks. Impairment of reporting unit goodwill is
evaluated based on a comparison of the reporting units carrying value to the implied
fair value of the reporting unit. The evaluation is prepared based on CNET Networks
current and projected performance for each identified reporting unit. Even if there has
not been an indicator of impairment, we review goodwill for impairment on at least an
annual basis with a valuation date of August 31 having been established as the date on
which this annual review takes place.

# Contingencies

We evaluate whether a liability must
be recorded for contingencies based on whether a liability is probable and estimable. Our
most significant contingency is related to our lease guarantee for office space in New
York City (as described in Note (10) of Item 8  Financial Statements in
our Annual Report on Form 10-K). If the financial condition of any of the sublessees or
the primary lessee were to deteriorate and thereby result in an inability to make their
lease payments, we would be required to make additional lease payments under the
guarantee. As of December 31, 2004, the total lease payments remaining until the end of
the lease term were $168.8 million, excluding the amounts attributable to our sublease
with respect to the floor we occupy.

RECENT ACCOUNTING
PROUNOUNCEMENTS

In December 2004, the FASB issued
Statement 123R, Share-Based Payment, which will require all companies to
measure compensation cost for all employee share-based payments at fair value. This
statement was to be effective for public companies for interim or annual periods beginning
after June 15, 2005. On April 14, 2005, the SEC adopted a new rule that amends the
compliance dates for implementation of FAS 123R. The SECs new rule allows companies
to implement Statement 123R as of the beginning of their next fiscal year, which for CNET
Networks would be January 1, 2006. The statement eliminates the alternative to use the
intrinsic value method of accounting under APB Opinion No. 25 that was allowed under the
original provisions of Statement 123. Since we currently report share-based compensation
using the intrinsic-value method, the adoption of this standard will have a significant
impact on the consolidated statement of operations as we will be required to recognize the
cost of employee services received in exchange for awards of equity instruments based on
the grant-date fair value of those awards. The stock-based compensation disclosure within
Note (1) of Item 1  Financial Statements sets out the impact of using
fair value accounting for share-based payments for the three months ended March 31, 2005
and 2004. However, the amounts disclosed within our footnotes are not necessarily
indicative of the amounts that will be expensed in future periods upon the adoption of
Statement 123R as those amounts will vary with the level of equity instrument awards and
the grant-date value of those awards. Additionally, upon implementation of Statement 123R,
we may choose to use a different valuation model to value the compensation expense
associated with employee stock options. We are still evaluating the provisions of
Statement 123R.

In March 2004, the FASB issued EITF
Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application
to Certain Investments, which provides new guidance for assessing impairment losses
on debt and equity investments, as well as new disclosure requirements for investments
that are deemed to be temporarily impaired. In September 2004, the FASB delayed the
accounting provisions of EITF Issue No. 03-1; however, the disclosure requirements remain
effective and have been adopted for our year ended December 31, 2004. We will evaluate the
effect, if any, of EITF No. 03-1 when final guidance is issued.

SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS AND RISK FACTORS

This Quarterly Report on Form 10-Q
contains forward- looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Forward-looking statements are any statements other than statements of
historical fact. Examples of forward-looking statements include projections of earnings,
revenues or other financial items, statements of the plans and objectives of management
for future operations, and statements concerning proposed new products and services, and
any statements of assumptions underlying any of the foregoing. In some cases, you can
identify forward-looking statements by the use of words such as may,
will, expects, should, believes,
plans, anticipates, estimates, predicts,
potential, or continue, and any other words of similar meaning.

Statements regarding our future
financial performance or results of operations, including expected revenue growth,
operating income growth, growth in leads, future expenses, future operating margins and
other future or expected performance are subject to the following risks: decreases in
advertising spending on the Internet, especially in the technology sector, or on our
properties in particular, which could be prompted by increased weakness in corporate or
consumer spending, competition from other media or other factors; the failure of existing
advertisers to meet or renew their advertising commitments; the loss of marketing revenue
and users to our competitors, especially in the highly-competitive field of comparative
shopping services; the inability to develop or maintain a customer base with attractive
product offerings, which could adversely affect our revenues; a decline in revenues from
our print publications as more marketing spending shifts to the Internet; seasonal
weakness in Internet usage during the summer months; consolidation among technology
customers who are advertisers on our properties; the acquisition of businesses or the
launch of new lines of business, which could decrease our cash position, increase
operating expense and dilute operating margins; an increase in intellectual property
licensing fees, which could increase operating expense, including amortization; failure to
successfully integrate acquired companies, which could result in increased expenses or
loss of anticipated revenues; changes in domestic and international laws and regulations
that could affect our operations; system disruptions or security breaks to our systems,
which could disrupt our operations; and the general risks associated with our businesses.

Any shortfall in revenue or earnings
compared to analysts or investors expectations could cause, and has in the
past, caused an immediate and significant decline in the trading price of our common
stock. In addition, we may not learn of such shortfalls until late in the fiscal quarter,
which could result in an even more immediate and greater decline in the trading price of
our common stock.

The Securities and Exchange
Commission, as directed by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules
requiring public companies to include a report of management on the companys
internal controls over financial reporting in its annual reports on Form 10-K that contain
an assessment by management of the effectiveness of the companys internal controls
over financial reporting. In addition, the companys independent registered public
accounting firm must attest to and report on managements assessment of the
effectiveness of the companys internal controls over financial reporting. In the course
of performing our evaluation under Section 404 of the Sarbanes-Oxley Act of 2002, we determined
that we had a material weakness in our internal control over financial reporting because we
did not maintain sufficient levels of appropriately qualified personnel in our financial reporting
processes, particularly in the area of accounting for non-routine and complex transactions.  While
we are in the process of remediating this weakness, there can be no assurances that we will be
successful in our efforts or that management or our independent registered public accountants will
not detect additional deficiencies or material weaknesses in our internal controls over financial reporting.

For a more detailed discussion of
risks about our business, see CNET Networks, Inc. Annual Report on Form 10-K for the year
ended December 31, 2004 and subsequent Forms 10-Q and Forms 8-K, as well as our definitive
proxy statement dated April 11, 2005 and other Securities and Exchange Commission filings,
including under the captions Risk Factors and Managements
Discussion and Analysis of Results of Operations.

Any or all of our forward-looking
statements in this report and in any other public statements we make may turn out to be
wrong. They can be affected by inaccurate assumptions we might make or by known or unknown
risks and uncertainties. Many factors mentioned in the discussion in this report will be
important in determining future results. Consequently, no forward-looking statement can be
guaranteed. Actual future results may vary materially. We undertake no obligation to
publicly update any forward-looking statements, whether as a result of new information,
future events or otherwise. You are advised, however, to consult any further disclosures
we make on related subjects in our reports to the Securities and Exchange Commission. Also
note that we provide cautionary discussion of risks, uncertainties and possibly inaccurate
assumptions relevant to our businesses. These are factors that we think could cause our
actual results to differ materially from expected and historical results. Other factors
besides those listed here could also adversely affect us. This discussion is provided as
permitted by the Private Securities Litigation Reform Act of 1995.

# ITEM 3. Quantitative and
Qualitative Disclosures about Market Risk

We are exposed to the impact of
interest rate changes and changes in the market values of our investments.

Interest Rate Risk.Our
exposure to market rate risk for changes in interest rates relates primarily to our
investment portfolio. We have not used derivative financial instruments in our investment
portfolio. We invest our excess cash in debt instruments of the United States Government
and its agencies, and in high-quality corporate issuers that, by policy, limit the amount
of credit exposure to any one issuer. We protect and preserve our invested funds by
limiting default, market and reinvestment risk. Investments in both fixed rate and
floating rate interest earning instruments carry a degree of interest rate risk. Fixed
rate securities may have their fair market value adversely impacted due to a rise in
interest rates, while floating rate securities may produce less income than expected if
interest rates fall. Due in part to these factors, our future investment income may fall
short of expectations due to changes in interest rates, or we may suffer losses in
principal if forced to sell securities that have declined in market value due to changes
in interest rates.

Investment Risk.We invest in
equity instruments of privately held, information technology companies for business and
strategic purposes. These investments are included in other long-term assets and are
accounted for under the cost method, as we do not have the ability to exert significant
influence over the investee or their operations. For these non-quoted investments, our
policy is to regularly review the assumptions underlying the operating performance and
cash flow forecasts in assessing the carrying values. We identify and record impairment
losses on investments when events and circumstances indicate that such assets might be
impaired.

Foreign Currency Risk.The
revenues and expenses associated with our overseas operations are exposed to foreign
currency risk. Changes in value of the U.S. dollar against the currencies in which those
operations are conducted causes increases or decreases in the ongoing financing of those
operations, and results in an increase or decrease in our recorded revenues and expenses
and may impact our operating income. We monitor our foreign currency exposures regularly
to assess our risk and to determine if we should hedge our currency positions.

# ITEM 4. Controls and
Procedures

|(a) |  | Evaluation of disclosure controls and procedures. Our chief executive officer
                    and our chief financial officer, after evaluating the effectiveness of our
                    disclosure controls and procedures, as defined in Rules 13a-14(c)
                    and 15d-14(c) promulgated under the Securities Exchange Act of 1934, as of a
                    date (the Evaluation Date) within 90 days before the filing date of this
                    quarterly report, have concluded that as of the Evaluation Date our disclosure
                    controls and procedures were adequate and designed to ensure that material
                    information relating to us and our consolidated subsidiaries would be made known
                    to them by others within those entities.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Changes in internal controls. There were no significant changes in our internal
                    controls or, to our knowledge, in other factors that could significantly affect
                    our disclosure controls and procedures subsequent to the Evaluation Date.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In our Annual Report on Form 10-K for the year ended December 31, 2004, we disclosed
that in the course of performing our evaluation under Section 404 of the Sarbanes-Oxley
Act of 2002, we determined that we had a material weakness in our internal control
over financial reporting because we did not maintain sufficient levels of appropriately
qualified personnel in our financial reporting processes, particularly in the area of
accounting for non-routine and complex transactions. During the first quarter of 2005,
we began the process of hiring qualified and experienced internal audit personnel
to relieve financial reporting personnel of additional work related to the assessment of
internal control over financial reporting. In addition, we began the process of
adding qualified and experienced personnel in the area of financial reporting to assist in
the documentation and review of non-routine and complex accounting issues. Pending the
completion of the hiring of sufficient levels of new staff, we intend to increase
our usage of outside experts as needed to enable us to follow our internal control
procedures, particularly in the area of accounting for non-routine and complex
transactions.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Given
the inherent limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any, which we
 may have detected. These inherent limitations include the realities that judgments
in decision-making can be faulty, and that breakdowns can occur because of simple error or
mistake. Further, the design of a control system must reflect the fact that there are
resource constraints, and that benefits of controls must be considered relative to their
costs. The design of any system of controls is also based in part on certain assumptions
regarding the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future conditions.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# PART II. OTHER
INFORMATION

# ITEM 1.    Legal
Proceedings.

Two shareholder class action lawsuits
were filed in the United States District Court for the Southern District of New York on
August 16, 2001 and September 26, 2001, against Ziff-Davis, Eric Hippeau, former Chief
Executive Officer of Ziff-Davis, and Timothy OBrien, former Chief Financial Officer
of Ziff-Davis, and investment banks that were the underwriters of the public offering of
ZDNet series of Ziff-Davis stock (the ZDNet Offering). One of the complaints also names
CNET Networks as a defendant, as successor in liability to Ziff-Davis. The complaints are
similar and allege violations of the Securities Act of 1933, and one of the complaints
also alleges violations of the Securities Exchange Act of 1934. The complaints allege the
receipt of excessive and undisclosed commissions by the underwriters in connection with
the allocation of shares of common stock to certain investors in the ZDNet Offering and
agreements by those investors to make additional purchases of stock in the aftermarket at
pre-determined prices. Plaintiffs allege that the prospectus for the ZDNet Offering was
false and misleading and in violation of the securities laws because it did not disclose
the arrangements. A Consolidated Amended Complaint, which is now the operative complaint,
was filed in the Southern District of New York on April 19, 2002. The action seeks damages
in an unspecified amount. The action is being coordinated with over 300 nearly identical
actions filed against other companies and their underwriters. On February 19, 2003, the
Court granted CNET Networks motion to dismiss the Section 10(b) claim with leave to
replead, and denied the motion to dismiss the Section 11 claim. Plaintiffs did not replead
the Section 10(b) claim, and the time to replead that claim has expired. On October 13,
2004, the Court certified a class in six of the approximately 300 other nearly identical
actions and noted that the decision is intended to provide strong guidance to all parties
regarding class certification in the remaining cases. Plaintiffs have not yet moved to
certify a class in the CNET Networks case.

The majority of the issuers,
including CNET Networks, and their insurers have approved a settlement agreement and
related agreements. The agreements set forth the terms of a settlement between CNET
Networks, the plaintiff class and the vast majority of the other approximately 300 issuer
defendants. Pursuant to those agreements, CNET Networks insurers would participate
in an undertaking to guarantee a minimum recovery by the plaintiffs. Among other
provisions, the settlement provides for a release of CNET Networks and the individual
defendants for the conduct alleged in the action to be wrongful. CNET Networks would agree
to undertake certain responsibilities, including agreeing to assign away, not assert, or
release certain potential claims CNET Networks may have against its underwriters. The
settlement agreement also provides for a back-stop guarantee from the issuers
and their insurers pursuant to which they will pay the plaintiffs any shortfall between $1
billion and the amounts recovered in the ongoing litigation against the underwriters. It
is anticipated that any potential financial obligation of CNET Networks to plaintiffs
pursuant to the terms of the settlement agreement and related agreements will be covered
by existing insurance. Therefore, CNET Networks does not expect that the settlement will
involve any payment by CNET Networks. Based on the amount of CNET Networks insurance
and the agreement of the insurers to cover legal expenses after June 1, 2003, CNET
Networks does not anticipate additional expenses or liability if the settlement is
approved. CNET Networks currently is not aware of any material limitations on the expected
recovery of any potential financial obligation to plaintiffs from its insurance carriers.
Its carriers are solvent, and CNET Networks is not aware of any uncertainties as to the
legal sufficiency of an insurance claim with respect to any recovery by plaintiffs. If
material limitations on the expected recovery of any potential financial obligation to the
plaintiffs from the CNET Networks insurance carriers should arise, CNET
Networks maximum financial obligation to plaintiffs pursuant to the settlement
agreement is less than $3.4 million. On February 15, 2005, the court granted preliminary
approval of the settlement agreement, subject to certain modifications consistent with its
opinion. The requested modifications would provide for a mutual bar of all contribution
claims by the settling and non-settling parties and would not bar the parties from
pursuing other claims. The court has set a deadline of May 2, 2005 for the plaintiffs and
the issuers to submit a revised settlement agreement and a deadline of May 16, 2005 for
the underwriter defendants to the revised settlement agreement. There is no assurance that
the parties to the settlement will be able to agree to a revised settlement agreement
consistent with the courts opinion, or that the court will grant final approval to
the settlement to the extent the parties reach agreements. If the settlement is not
concluded and CNET Networks is found liable, we anticipate that any potential financial
obligation of CNET Networks to plaintiffs will be covered by existing insurance.
Regardless of whether the settlement is approved, and even if material limitations arise
with respect to our expected recovery of any potential obligations to plaintiffs from our
insurance carriers, we do not expect that any payments required to be made by CNET
Networks will be material.

On August 3, 2004, a class action
lawsuit was filed in the Superior Court of the State of California, County of San
Francisco by Mario Cisneros and Michael Voigt on behalf of themselves, all others
similarly situated and the general public against CNET Networks and numerous other
defendants. The complaint alleges that certain search results displayed by the defendants
facilitate illegal internet gambling in violation of California state law. CNET Networks
cannot predict the impact of this litigation on its business, financial condition or
results of operations.

There are no other legal proceedings
to which CNET Networks is a party that are reasonably expected to be material to our
business or financial condition.

ITEM 2.        Unregistered Sales
of Equity Securities and Use of Proceeds.        None.

ITEM 3.        Defaults
Upon Senior Securities.         None.

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

ITEM 5.        Other
Information.

On April 28, 2005,  CNET  Download.com  announced
 that it had  instituted a new  zero-tolerance  policy on adware that resulted in the
removal of all software  programs on its Web site that include adware of any kind,  impacting
approximately  500 products.  Given that the titles  removed from the site  represent a small
fraction of the tens of thousands of titles on CNET  Download.com,  CNET Networks
does not believe that the removal of the software  titles and its new  zero-tolerance
policy will impact CNET Networks  financial
results or traffic to the site.

CNET  Download.com has always enforced an
adware policy that required  publishers to clearly disclose what was being bundled with their
products.  In addition,  CNET Networks has always had a policy banning  spyware and similar
software that intrudes upon users safety.  By making the decision to ban all bundled  adware,
CNET Networks is taking its policy a step further based on what consumers  consider
to be a nuisance, imposing standards that are well beyond any current or proposed legal requirements.

CNET Networks first announced this new
policy to affected  software  publishers in early April.  Any related  announcements  related to
other  companies  adware  practices  and related  litigation  that  occurred on the day of,
or following,  CNET  Networks  April 28th announcement were purely coincidental and in no way
related to CNET Networks new adware policy.

ITEM 6.    
Exhibits.

| | 31.1 | Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 1, 2003
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.2 | Certificate of Chief Financial Officer pursuant Securities Exchange Act Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 1, 2003
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.1 | Certificate of Chief Executive Officer pursuant to section 18 U.S.C. Section 1350, dated August 1, 2003
| | ---- | -------------------------------------------------------------------------------------------------------

| | 32.2 | Certificate of Chief Financial Officer pursuant to section 18 U.S.C. Section 1350, dated August 1, 2003
| | ---- | -------------------------------------------------------------------------------------------------------

---

# SIGNATURES

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

| |  | CNET Networks, Inc.(Registrant)BY: /s/ Douglas N. WoodrumDouglas N. WoodrumExecutive Vice President, Chief Financial Officer
| |  | ------------------------------------------------------------------------------------------------------------------------------------------

Dated: May 3, 2005

---

# EXHIBIT INDEX

| | Exhibit Number | Description
| | -------------- | -----------

| | 31.1* | Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 1, 2003
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.2* | Certificate of Chief Financial Officer pursuant Securities Exchange Act Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 1, 2003
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.1* | Certificate of Chief Executive Officer pursuant to section 18 U.S.C. Section 1350, dated August 1, 2003
| | ----- | -------------------------------------------------------------------------------------------------------

| | 32.2* | Certificate of Chief Financial Officer pursuant to section 18 U.S.C. Section 1350, dated August 1, 2003
| | ----- | -------------------------------------------------------------------------------------------------------

* Filed herein.