---

# 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, 2004

# 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 [  ]

As of April 30, 2004 there were 143,110,017 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 loss                                                 |                             
|                                                               |                             
|Non-operating income (expense):                                |                             
|Realized gains (losses) on sale of investments, net            |                             
|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.CONDENSED
 CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands, except
share and per share data)

|                                                    | March 31,
2004 | December 31,
2003
|--------------------------------------------------- | -------------- | -----------------
|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                                    |                |                  
|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; 143,038,613 outstanding at              |                |                  
|March 31, 2004 and 139,251,879 outstanding          |                |                  
|at December 31, 2002                                |                |                  
|Notes receivable from stockholders                  |                |                  
|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.CONDENSED
 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(in thousands)

|                                                                             | Three Months Ended
March 31,
|---------------------------------------------------------------------------- | ----------------------------
|
|Cash flows from operating activities:                                        |                             
|Net Income (loss)                                                            |                             
|Adjustments to reconcile net income (loss) to net cash provided by (used in) |                             
|operating activities:                                                        |                             
|Depreciation and amortization                                                |                             
|Asset disposals                                                              |                             
|Noncash interest                                                             |                             
|Allowance for doubtful accounts                                              |                             
|Gain 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 provided by (cash used) in 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                |                             
|Net cash paid for acquisitions                                               |                             
|Capital expenditures                                                         |                             
|                                                                             |                             
|Net cash provided by 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 and warrants                           |                             
|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                                                                |                             
|                                                                             |                             

See accompanying notes to the condensed consolidated financial statements.

---

# CNET NETWORKS, INC.NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMARCH 31, 2004

# (1)   BASIS OF FINANCIAL
STATEMENTS

BUSINESS AND BASIS OF
PRESENTATION

CNET Networks, Inc. (CNET) is a
leading global interactive media company informing and connecting buyers, users and
sellers of personal technology, games and entertainment, and business technology products.

In the opinion of management, the
accompanying unaudited condensed consolidated financial statements reflect all
adjustments, consisting only of normal recurring adjustments, 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s 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.

The condensed consolidated results of
operations for the three months ended March 31, 2004 are not necessarily indicative of the
results to be expected for the current year or any other future period.

CONCENTRATION OF CREDIT
RISK

Revenues from one customer, Google,
Inc., approximated 12% of total revenues for the three months ended March 31, 2004. In the
fourth quarter of 2003, CNET selected Google as its primary provider of paid search,
thereby consolidating paid search opportunities that were previously spread among several
providers. Approximately 5% of CNETs accounts receivable balance at March 31, 2004
related to Google, Inc.

Revenues from Gateway Inc.
approximated 16% of total revenues for the three months ended March 31, 2003.
Approximately 74% of the first quarter 2003 revenues from Gateway, Inc. were generated
from a custom publishing contract.

BARTER

CNET 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 determines the fair market value of the service delivered based
on upon amounts charged for similar services in non-barter deals within the previous
six-month period. For both of the three-month periods ended March 31, 2004 and 2003,
approximately $2.9 million of our revenues were derived from barter transactions.

INCOME TAXES

Income tax expense has been recorded
based on an estimated effective tax rate for the year ended December 31, 2004. The
estimated effective tax rate 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. Management believes that sufficient uncertainty exists regarding the future
realization of deferred tax assets and, accordingly, a full valuation allowance has been
provided against the gross deferred tax assets.

IMPAIRMENT OF LONG-LIVED
ASSETS

CNET reviews its long-lived assets if
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.

During the three months ended March
31, 2004, CNET recorded a charge of $3.5 million in depreciation expense related to
buildings and fixed assets in Switzerland, which were written down to their estimated fair
value. The operations in Switzerland, which were the headquarters of our Channel
operations, will be transitioned into our U.S. Media operations in the second quarter of
2004. As part of that transition, CNET will no longer require the land and building owned
in Switzerland and will attempt to sell them. The land and building with a fair value of
$5.8 million have been reclassified to assets held for sale and are included in other
current assets.

GOODWILL AND INTANGIBLE
ASSETS

Under Statement of Financial
Accounting Standard (SFAS) 142, Goodwill and Other Intangible Assets, goodwill
and intangible assets with indefinite useful lives are 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 and intangible assets of a
reporting unit are reviewed for impairment if events or changes in circumstances indicate
that the carrying amount of its goodwill or intangible assets 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 reviews goodwill for
impairment on at least an annual basis. CNET has established August 31 as the valuation
date on which this annual review takes place.

STOCK-BASED COMPENSATION

CNET 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 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 determined compensation cost based on the fair value
at the grant date for its stock options under SFAS 123, CNETs net income (loss) and
net income (loss) per share would have been adjusted to the pro forma amounts indicated
below:

|(in thousands, except per share data)          | Three Months Ended
March 31,
|---------------------------------------------- | ----------------------------
|
|Net income (loss):                             |                             
|As reported                                    |                             
|Fair value based method                        |                             
|compensation expense                           |                             
|                                               |                             
|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, 2004 and 2003 was $10.01 and $2.53, 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 in the three months
ended March 31, 2004 and 2003:

|                         | Three Months Ended March 31,
|------------------------ | ----------------------------
|
|Dividend yield           |                             
|Expected volatility      |                             
|Risk-free interest rate  |                             
|Expected life (in years) |                             
|                         |                             

Beginning with the third quarter of
fiscal 2003, CNET decreased the estimate of the expected life of new options granted to
employees from five years to three years. CNET based its expected life assumption on
historical experience as well as the terms and vesting periods of the options granted. The
reduction in the estimated expected life was a result of an analysis of CNETs
historical experience.

RECENT ACCOUNTING
PRONOUNCEMENTS

In December 2003, the FASB issued
FASB Interpretation (FIN) 46 (revised December 2003), Consolidation of Variable
Interest Entities, which addresses how a business enterprise should evaluate whether
it has a controlling interest in an entity through means other than voting rights and,
accordingly, should consolidate the entity. FIN 46R replaces FASB Interpretation No. 46,
Consolidation of Variable Interest Entities, which was issued in January 2003.
FIN 46R is required to be applied to variable interests in variable interest entities
(VIEs) created after December 31, 2003. For variable interests in VIEs created before
January 1, 2004, the Interpretation will be applied beginning on January 1, 2004. For any
VIEs that must be consolidated under FIN 46R that were created before January 1, 2004, the
assets liabilities and non-controlling interests of the VIE initially would be measured at
their carrying amounts with any difference between the net amount added to the balance
sheet and any previously recognized interest being recognized as the cumulative effect of
an accounting change. If determining the carrying amounts is not practicable, fair value
at the date FIN 46R first applies may be used to measure the assets, liabilities and
non-controlling interest of the VIE. On January 1, 2004, CNET implemented FIN 46R. The
application of FIN 46R did not have a material impact on our consolidated financial
statements.

RECLASSIFICATIONS

Certain amounts in the financial
statements and notes thereto have been reclassified to conform to the current year
classification.

# (2)   ACQUISITIONS

In January 2004, CNET entered into an
agreement to acquire the rights to distribute and circulate TV Game magazine in China. On
March 19, 2004, CNET acquired EDventure Forum, Ltd. and EDventure Holdings, Inc., a
provider of information services focusing on the technology and Internet industry. The
aggregate purchase price for these transactions was $3.2 million consisting of $500,000 in
stock, $2.5 million in cash and a $100,000 payable upon the satisfaction of certain
conditions. The total purchase price has been allocated to the tangible and intangible
assets based on estimates of their respective fair values. The purchase price of $3.2
million was allocated, on a preliminary basis, to intangible assets of approximately $2.0
million that are being amortized over a three-year period, goodwill of approximately $1.5
million, current assets of $1.0 million and current liabilities of $1.3 million.

# (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:

|(in thousands)               | March 31, 2004 | December 31, 2003
|---------------------------- | -------------- | -----------------
|
|Amortized intangible assets: |                |                  
|Tradename/trademarks         |                |                  
|Registered Users             |                |                  
|Subscriptions                |                |                  
|Content                      |                |                  
|Noncompetition agreements    |                |                  
|Publishing rights            |                |                  
|Developed technology         |                |                  
|                             |                |                  
|Total                        |                |                  
|                             |                |                  
|                             |                |                  

Intangibles that are subject to
amortization are amortized on a straight-line basis over three years, except for certain
trademarks that are amortized over ten years. Estimated future amortization expense
related to other intangible assets at March 31, 2004 is as follows:

|(in thousands)     | 
|------------------ | 
|Q2, Q3 and Q4 2004 | 
|2005               | 
|2006               | 
|2007               | 
|2008               | 
|Thereafter         | 
|                   | 
|                   | 
|                   | 

# Goodwill

The following table sets forth the
changes in goodwill for the three months ended March 31, 2004:

|(in thousands)                  | Total | U.S.
Media | Computer
Shopper | Asia   | Europe
|------------------------------- | ----- | ---------- | ---------------- | ------ | ------
|Balance as of December 31, 2003 |       |            | $                | 61,555 |       
|Acquisitions                    |       |            |                  | 1,532  |       
|                                |       |            |                  |        |       
|Balance as of March 31, 2004    |       |            | $                | 63,087 |       
|                                |       |            |                  |        |       

# (4) NET LOSS PER SHARE

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

|(in thousands, except share and per share data) | Three Months Ended
March 31,
|----------------------------------------------- | ----------------------------
|
|Income (loss) available to common stockholders  |                             
|                                                |                             
|Weighted average shares - basic                 |                             
|Stock options                                   |                             
|                                                |                             
|Weighted average shares - diluted               |                             
|                                                |                             
|Basic income (loss) per common share            |                             
|                                                |                             
|Diluted income (loss) 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.

Basic and diluted net income (loss)
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 and 3,040,242 common shares related to the 5% Convertible Subordinated Notes
offering with an average conversion price of $37.41 per share because their effect is
anti-dilutive. Basic and diluted net loss per share for the three months ended March 31,
2003 does not include the effect of 3,320 shares of unvested restricted stock with an
average exercise price of $1.18 per share because their effect is anti-dilutive. In
addition, diluted net loss per share for the three months ended March 31, 2003 does not
include the effect of 19,636,676 common shares related to options with an average exercise
price of $8.07 per share and 3,040,242 common shares related to the 5% Convertible
Subordinated Notes offering with an average conversion price of $37.41 per share because
their effect is anti-dilutive.

# (5) COMPREHENSIVE INCOME
(LOSS)

The components of other comprehensive
income (loss) for the three months ended March 31, 2004 and 2003 are as follows:

|(in thousands)                    | Three Months Ended
March 31,
|--------------------------------- | ----------------------------
|
|Net income (loss)                 |                             
|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 |                             
|                                  |                             
|Comprehensive income (loss)       |                             
|                                  |                             

# (6)
SEGMENTS

CNETs 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. Beginning in 2004, U.S. Media also
includes Channel Services, a product database licensing business and an online technology
marketplace for resellers, distributors and manufacturers. Previously, Channel Services
was presented as a separate segment; however, as CNET continued to see a convergence of
customer relationships between U.S. Media and the Channel Services product offerings, CNET
determined that combining the reporting of the results of Channel Services within U.S.
Media more accurately reflects the decision-making processes, internal reporting and
resource allocation within these businesses.

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

|(in thousands)          | Three months ended March 31, 2004
|----------------------- | ---------------------------------
|
|Revenues                |                                  
|Operating expenses      |                                  
|                        |                                  
|Operating income (loss) |                                  
|                        |                                  
|                        |                                  
|
|
|Revenues                |                                  
|Operating expenses      |                                  
|                        |                                  
|Operating income (loss) |                                  
|                        |                                  

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 costs related to the
realignment of CNETs business in 2003 and all depreciation and amortization
expenses. For the three months ended March 31, 2004, Other includes $8.1
million of depreciation and amortization expenses, of this amount $3.5 million related to
buildings and fixed assets in Switzerland used by our Channel operations. For the three
months ended March 31, 2003, Other includes $5.4 million of realignment
expenses and depreciation and amortization expenses of $7.2 million. The $5.4 million of
realignment expenses consisted of $800,000 of lease abandonment expense, $890,000 of costs
associated with the termination of CNETs on-air radio operations, and $3.7 million
of severance (relating to 102 employees). This $5.4 million of expense was included in the
statement of operations as $2.7 million in cost of revenue, $811,000 in sales and
marketing and $1.9 million in general and administrative expenses.

Assets are not allocated to segments
for internal reporting purposes. Segment operating income (loss) before realignment
expenses and 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.

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

| | (1) | 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)
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Licensing, Fees and Users: licensing our product database and online content,
                    subscriptions to our online services, and other paid services
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Publishing: sales of advertisements in our print publications, subscriptions and
                    newsstand sales of publications, and custom publishing services.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

# (7) COMMITMENTS AND CONTINGENCIES

In 2001, CNET 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 established an accrual for lease abandonment. The balance in this
accrual was $5.1 million at December 31, 2003. During the three-month period ended March
31, 2004, additions to this accrual resulting from a change in assumptions regarding the
subleasing of properties were $209,000, and cash expenditure reductions to this accrual
were $627,000. At March 31, 2004, a balance of $4.7 million remained in this accrual. The
total undiscounted liability under these leases, assuming that the spaces cannot be
sublet, is approximately $6.0 million.

# (8) SUBSEQUENT EVENT

On April 21, 2004, CNET announced the
sale of $125.0 million of 0.75% Convertible Senior Notes due in 2024 to qualified
institutional buyers in a private placement. CNET has also granted the initial purchasers
an option to purchase up to an additional $25 million in principal amount of notes in
connection with the offering. The notes will be 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 CNET at any time after
five years, and may be put to CNET by the holders in five, ten and fifteen years. CNET
plans to use the proceeds to redeem the $113.7 million outstanding principal of its 5%
Convertible Subordinated Notes due 2006.

# 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 leading
global interactive media company. Known for its editorial expertise, CNET Networks
combines its award-winning content with the power of interactive technology to inform and
connect buyers, users and sellers of personal technology, games and entertainment, and
business technology.

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. Beginning in
2004, U.S. Media also includes Channel Services, a product database licensing business and
an online technology marketplace for resellers, distributors and manufacturers.
Previously, Channel Services was presented as a separate segment; however as we continued
to see a convergence of customer relationships between U.S. Media and the Channel Services
product offerings, we determined that combining the reporting of the results of Channel
Services within U.S. Media more accurately reflected the decision-making processes,
internal reporting, and resource allocation within these businesses.

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 Users:  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 users revenues as interactive revenues and our publishing revenues as
publishing revenues on our consolidated statements of operations. Beginning in 2004, we
renamed our core revenue stream from Internet to Interactive, as
this change matches our goal to build a premier global interactive content company and
more accurately describes the various revenue streams within our marketing service and
licensing, fees and users revenues. Revenues for the three months ended March 31, 2004 and
2003 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 over 76.5 million unique users
in the first quarter of 2004 as compared to 60.3 million unique users in the first quarter
of 2003, an increase of 27%. Daily page views averaged 44.2 million in the first quarter
of 2004 compared with 31.8 million in the first quarter of 2003, a 39% increase. While
increases or decreases in unique users and daily average page views are not 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
incurred an operating loss of $5.7 million and $14.6 million for the three months ended
March 31, 2004 and 2003, an operating income before depreciation and amortization of $2.4
million in the three months ended March 31, 2004 and an operating loss before depreciation
and amortization of $7.4 million for the three months ended March 31, 2003. Our net income
and basic and diluted income per share for the three months ended March 31, 2004 was $2.9
million, or $0.02 per share. Our net loss and basic and diluted loss per share for the
three months ended March 31, 2003 was $15.8 million, or $0.11 per share.

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

The demand for marketing services in
the online industry has begun to show signs of improvement. Through the efficiencies we
have implemented in the past few years, we believe we have an ability to generate profits
from increases in revenues. We are focused on revenue growth, and we believe that our
productivity improvements will result in operating leverage on incremental interactive
revenues. We anticipate revenues from our publishing operations to decline due to a
decrease in custom publishing arrangements. We believe there will be continued growth in
revenues from marketing services in the personal technology and games and entertainment
sectors. Currently, our business technology sector, while exhibiting some growth during
the three months ended March 31, 2004 may be impacted by the continued slow economic
environment affecting the enterprise computing industry. In summary, we believe that any
decline in our custom publishing arrangements will be more than offset by increases in our
interactive revenue growth rates so that we will be able to achieve a higher level of
growth in both profits and cash flow compared to 2003.

We believe that marketing spending on
the Internet, as in traditional media, fluctuates significantly with economic cycles and
during the calendar year, with spending being weighted towards the end of the year to
reflect trends in the retail industry. Our historical revenues have exhibited some degree
of seasonality with higher revenues in the fourth quarter due to increased marketing
spending by our customers and with lower revenues in the first quarter reflecting lower
levels of marketing spending. Marketing expenditures account for a majority of our
revenues. Fluctuations in marketing expenditures generally, or with respect to
Internet-based marketing specifically, could therefore have a material adverse effect on
our business, financial condition or operating results.

RESULTS OF OPERATIONS

# Revenues

Total Revenues

Total revenues were $63.4 million and
$56.6 million for the three months ended March 31, 2004 and 2003, respectively. Total
revenues increased for the quarter ended March 31, 2004 primarily due to an increase in
growth of our business related to interactive revenue. Publishing revenues decreased for
the three months ended March 31, 2004 as compared to the same period of 2003. We expect
the trend of higher interactive revenues and lower publishing revenues to continue.

For both of the three-month periods
ended March 31, 2004 and 2003, approximately $2.9 million of our revenues were derived
from barter transactions. Barter transactions are where 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
$48.0 million and $35.9 million and represented 76% and 63% of total revenues for the
three months ended March 31, 2004 and 2003, respectively. The increase in marketing
services revenues of $12.1 million, or 34%, for the three months ended March 31, 2004
compared to the same period of the prior year reflects growth from all of our content
areas both domestically and internationally, as well as growth in paid search.

Licensing, Fees and Users

Licensing, fees and users revenues
were $7.5 million and $6.1 million and represented 12% and 11% of total revenues for the
three-month periods ended March 31, 2004 and 2003, respectively. The $1.4 million, or 22%,
increase was primarily due to revenues from EDventures PC Forum conference after our
acquisition of that company in March.

Publishing Revenues

Publishing revenues were $7.9 million
and $14.5 million and represented 12% and 26% of total revenues for the three months ended
March 31, 2004 and 2003, respectively. The decrease in publishing revenues was primarily
due to lower custom publishing revenues in the current year period as compared to last
year.

# Operating Expenses

Cost of Revenues, Sales
and Marketing, and General and Administrative

Total operating expenses excluding
depreciation and amortization were $61.0 million and $63.9 million for the three months
ended March 31, 2004 and 2003, representing approximately 96% and 113% of total revenues,
respectively. The decrease in operating expenses is primarily related to efficiencies and
continued productivity improvements. Approximately $5.4 million of realignment costs were
included in cost of revenues, sales and marketing, and general and administrative for the
three months ended March 31, 2003.

Depreciation and
Intangible Assets Amortization

Depreciation expense was $7.2 million
and $5.6 million for the three months ended March 31, 2004 and 2003, respectively. The
increase in depreciation expense in the three months ended March 31, 2004 resulted from
$3.5 million of charges related to buildings and fixed assets in Switzerland, which were
written down to their estimated fair value. The operations in Switzerland, which were the
headquarters of our Channel Services, will be transitioned into our U.S. Media operations
in the second quarter of 2004. As part of that transition, we will no longer require the
land and building we own in Switzerland and will attempt to sell them. We have
reclassified the land and building to assets held for sale.

Intangible assets amortization
expense was $900,000 and $1.6 million for the three months ended March 31, 2004 and 2003,
respectively. We expect that our amortization expense will increase due to the intangible
assets acquired during the first quarter of 2004.

# Operating Loss

We recorded an operating loss of $5.7
million and $14.6 million for the three months ended March 31, 2004 and 2003,
respectively. The decrease in operating loss of $8.9 million related to an increase in
revenues of $6.8 million as well as a $2.9 million decrease in cost of revenues, sales and
marketing, and general and administrative costs due primarily to efficiencies and
continued productivity improvements.

# Operating Income (Loss)
before Depreciation and Amortization

As shown in the table in the Overview
section above, we had an operating income before depreciation and amortization of $2.4
million for the three months ended March 31, 2004, and an operating loss before
depreciation and amortization of $7.4 million for the three months ended March 31, 2003.
Operating income (loss) before depreciation and amortization improved by $9.8 million. The
improvement related to an increase in revenues of $6.8 million, combined with a decrease
in operating expenses, excluding depreciation and amortization of $2.9 million.

# Nonoperating Income and
Expense

Realized Gain on
Investments

We recognized a gain of $8.0 million
during the three months ended March 31, 2004 from the sale of two private investments. Our
investments in these companies were purchased upon the acquisition of those companies by
third parties.

Other Income (Expense)

Other income for the three months
ended March 31, 2004 consisted primarily of the foreign exchange gain related to fixed
assets located in Switzerland that were reclassified to assets held for sale during the
quarter.

# Net Loss

We recorded net income of $2.9
million or $0.02 per basic and diluted share for the three months ended March 31, 2004
compared to a net loss of $15.8 million or $0.11 per basic and diluted share for the three
months ended March 31, 2003. The increase in the current quarter net income as compared to
the prior year period net loss was due primarily to an increase in revenues, a decrease in
operating costs, and $8.0 million of realized gains on investments.

# Segment Revenues and
Operating Expenses

For the three months ended March 31,
2004 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 growth
from existing operations within marketing services, an increase in licensing, fees and
users revenues from existing operations, as well as from the acquisition of EDventure, and
reduced publishing revenues due to a decline from custom publishing. Revenues from the
International segment reflect increases from existing operations, acquisitions and
exchange rate differences.

For the three months ended March 31,
2004, both business segments have decreased operating costs as a percent of related
revenues as compared to the same period of prior year primarily due to efficiencies and
continued productivity improvements.

RECENT ACCOUNTING
PROUNOUNCEMENTS

On March 31, 2004, the FASB issued a
proposed Statement, Share-Based Payment, which addresses the accounting for
share-based payment transactions. The proposed Statement would eliminate the ability to
account for share-based compensation transactions using APB Opinion No. 25,
Accounting for Stock Issued to Employees, and generally would require instead
that such transactions be accounted for using a fair-value-based method. Since we
currently report stock-based compensation using the intrinsic-value method, should the
FASB require companies to expense stock-based compensation based on fair-value
measurements rather than allow voluntary reporting, this potential change could reduce our
future earnings or increase our future losses.

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 millions)                         | March 31, 2004 | December 31, 2003
|------------------------------------- | -------------- | -----------------
|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 | Revenues
| | - | --------

| | 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 $6.5 million for the three months ended March 31, 2004 included net income
of $2.9 million, depreciation and amortization totaling $8.1 million and an increase from
working capital of $2.6 million. Net cash used by operating activities of $824,000 for the
three months ended March 31, 2003 included a net loss of $15.8 million, depreciation and
amortization of $7.2 million offset by an increase in working capital of $6.6 million
primarily due to improved collections of accounts receivable. We anticipate we will
continue to require cash for working capital purposes as our business expands.

Investing

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. Net cash provided by investing activities of $9.5
million for the three months ended March 31, 2003 was primarily attributable to proceeds
from the sale of marketable debt securities offset by purchases of marketable debt
securities and capital expenditures. We regularly evaluate investment opportunities, and
it is likely that we will make additional investments or acquisitions.

Capital expenditures are expected to
be between $12.0 million and $13.0 million for 2004, with capital expenditures expected to
be higher in the first half of the year as compared to the second half of the year.

Financing

Cash provided by financing activities
of $3.3 million for the three months ended March 31, 2004 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 $67,000 for the three months ended
March 31, 2003 was primarily attributable to proceeds from the issuance of common stock
through the employee stock purchase plan offset by payments on borrowings.

As of March 31, 2004 we had
obligations outstanding under notes payable totaling $118.1 million. Notes payable
included $113.7 million of 5% Convertible Subordinated Notes, due March 2006. On April 21,
2004, we announced the sale of $125.0 million of 0.75% Convertible Senior Notes due in
2024 to qualified institutional buyers in a private placement. We have also granted the
initial purchasers an option to purchase up to an additional $25 million in principal
amount of notes in connection with the offering. The notes will be 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. We plan to use the proceeds to redeem the $113.7 million outstanding
principal of our 5% Convertible Subordinated Notes due 2006. Upon the redemption of the 5%
Convertible Subordinated Notes, we expect our quarterly interest expense to decrease
approximately $1.0 million.

As of March 31, 2004, our aggregate
cash balances totaled $149.2 million, consisting of $129.5 million cash and equivalents,
short-term and long-term investments in marketable debt securities as well as $19.7
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 may require cash 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.

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 order or
contract that stipulate the types of advertising to be delivered and pricing. Our
customers are billed based on a discounted list price with no amounts subject to refund.
When recognizing revenues, the 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
websites of our merchant 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 delivery of a user clicking
on an advertisement. These revenues are recognized in the period in which the activity
occurs and are therefore 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 as we deliver on our
obligation.

We trade marketing services 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 deals within the previous six-month period.

Licensing, Fees and Users

Revenues for subscriptions to our
Internet sites, print publications, product database and procurement services are
recognized on a straight-line basis over the term of the subscription. 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
and custom print publications are recognized in the month that the related publications
are sent to subscribers or become available at newsstands. Newsstand revenue from our
print publications is 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 customers
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.

# Goodwill and intangibles
impairment

Effective January 1, 2002 under SFAS
142, Goodwill and Other Intangible Assets. goodwill and intangible assets with
indefinite useful lives are 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. Although the provisions of SFAS 142 were not effective in their
entirety until January 1, 2002, the goodwill acquired in business combinations which
occurred after September 30, 2001 fell under the condition of SFAS 142 requiring no
amortization of goodwill arising from transactions completed after June 30, 2001.
Therefore, goodwill arising from any such transactions has not been amortized.

Goodwill and intangible assets of a
reporting unit are reviewed for impairment if events or changes in circumstances indicate
that the carrying amount of its goodwill or intangible assets 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. On an ongoing basis, we will
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 will take 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 relates to our lease guarantee for office space in New York
City (as described in Item 3  Legal Proceedings and Note 10 of Item 8
 Financial Statements in our Annual Report on Form 10-K, respectively).
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, 2003,
the total lease payments remaining until the end of the lease term were $178.5 million
under this lease guarantee.  mySimon and Simon Property Group are in the process of finalizing
an amicable resolution of the trademark litigation.  The terms of such resolution would not have
a material adverse effect on our business, financial condition or results of operations.

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 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 need for further cost reductions, which could increase severance costs and
negatively impact operating income or cause such results to differ from company guidance;
the weakening of the United States dollar, which could increase operating losses; 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; the risk of future impairment of our assets or the need to increase our
reserve attributable to abandoned real estate; 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.

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, 2002 and subsequent Forms 8-K, as well as our definitive proxy
statement dated April 14, 2003 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.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# PART II.   OTHER
INFORMATION

# ITEM 1.   Legal
Proceedings.

In August 1999, Simon Property Group
(SPG) filed a trademark infringement suit in federal district court in Indianapolis
against mySimon, Inc. (mySimon), a subsidiary of CNET acquired on February 29, 2000. SPG
alleged that the mySimon trademark infringed SPGs Simon trademark. On
August 31, 2000, following a trial on the subject, the jury found in favor of SPG and
awarded damages against mySimon in the amount of $11.5 million in compensatory damages,
$5.3 million for corrective advertising, and $10.0 million in punitive damages. On
September 25, 2000, the court entered an order establishing an escrow for royalties
pending final resolution of the litigation where mySimon pays into escrow 2% of its gross
cash receipts each month.

On December 7, 2001, mySimon filed a
motion for a dismissal of the case or, alternatively a new trial based on newly discovered
evidence it believes SPG should have produced prior to the August 2000 trial. On March 26,
2003, the court granted mySimons motion for a new trial on all issues, thereby
eliminating the original jury verdict. The court also granted mySimons motion that
sanctions be imposed against SPG and reserved a decision about what the appropriate
sanctions should be until later proceedings. No date for a new trial has been set. It is
not possible to predict the amount of damages, if any, that could be awarded in a
re-trial; however, such amounts could be material to our results of operations and
financial condition.

mySimon and SPG are in the process of finalizing
an amicable resolution of the trademark litigation.  The terms of such resolutionwould not have
a material adverse effect on our business, financial condition or results of operations.

# ITEM 2.   Changes in Securities and Use of Proceeds.

On March 19, 2004, CNET issued 50,566
shares of common stock to EDventure Holdings, Inc. in partial consideration of the
acquisition of certain of EDventures assets. No underwriters were involved in the
transaction, and we did not pay any underwriting discounts or commissions. The issuance of
shares in this transaction was exempt from the registration requirements of the Securities
Act of 1933 pursuant to Section 4(s) thereof.

ITEM 3.   Defaults Upon Senior Securities.
    None.

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

ITEM 5.   Other Information.
    None.

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

(a) Exhibits

|3.1 | Amended By-laws
|--- | ---------------

|4.1 | Indenture, dated as of April 27, 2004, by and between CNET and Wells Fargo Bank, national
Association, as trustee, including Form of 0.75% Convertible Senior Note due 2024
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.1 | Registration Rights Agreement, dated as of April 27, 2004
|---- | ---------------------------------------------------------

|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
|---- | -------------------------------------------------------------------------------------------------------

(b) Reports on Form 8-K.

| | (1) | Current Report on Form 8-K dated January 29, 2004, Item 12  Results
               of Operations and Financial Condition, which furnished CNETs
               preliminary financial results for the fourth quarter and year ended December 31,
               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)/s/ Douglas N. Woodrum
Douglas N. WoodrumExecutive Vice
President,Chief Financial Officer
| |  | --------------------------------------------------------------------------------------------------------------------------------------

Dated: May 3, 2004

# EXHIBIT INDEX

|ExhibitNumber | Description
|------------- | -----------

|3.1 | Amended By-laws
|--- | ---------------

|4.1 | Indenture, dated as of April 27, 2004, by and between CNET and Wells Fargo Bank, national
Association, as trustee, including Form of 0.75% Convertible Senior Note due 2024
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.1 | Registration Rights Agreement, dated as of April 27, 2004
|---- | ---------------------------------------------------------

|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
|---- | -------------------------------------------------------------------------------------------------------