===============================================================================

                                  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 JUNE 30, 1998

                                       OR

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

                         COMMISSION FILE NUMBER: 0-20939

                                   CNET, INC.
                 (Name of small business issuer in its charter)

          DELAWARE                                   13-3696170
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)


                               150 CHESTNUT STREET
                            SAN FRANCISCO, CA  94111
              (Address of principal executive officers) (zip code)

                         TELEPHONE NUMBER (415) 395-7800
              (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 July 31, 1998 there were 16,934,377 shares of the registrant's common
stock outstanding.

===============================================================================

<PAGE>
Part 1.  Financial Information
Item 1.   Financial Statements

                                   CNET, INC.
                            CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                   June 30,       December 31,
                                                      1998           1997
                                                   -------------  -------------
<S>                                                <C>            <C>
                              ASSETS
Current assets:
     Cash and cash equivalents . . . . . . . . .    $41,621,518    $22,553,988
     Accounts receivable, net. . . . . . . . . .     10,266,153      9,149,762
     Other current assets. . . . . . . . . . . .      1,248,422      1,134,957
     Restricted Cash . . . . . . . . . . . . . .      1,266,011      1,599,113
                                                   -------------  -------------
          Total current assets . . . . . . . . .     54,402,104     34,437,820

Property and equipment, net. . . . . . . . . . .     16,006,468     19,553,537
Other assets . . . . . . . . . . . . . . . . . .      7,216,992      4,270,321
                                                   -------------  -------------
                                                    $77,625,564    $58,261,678
                                                   =============  =============

            LIABILITIES AND STOCKHOLDERS' EQUITY 
Current liabilities:
     Accounts payable. . . . . . . . . . . . . .     $3,569,378     $3,567,783
     Accrued liabilities . . . . . . . . . . . .      7,206,608     10,080,504
     Current portion of long-term debt . . . . .      1,044,057      1,358,772
                                                   -------------  -------------
          Total current liabilities. . . . . . .     11,820,043     15,007,059

Long-term debt . . . . . . . . . . . . . . . . .      2,101,398      2,611,815
                                                   -------------  -------------
          Total liabilities. . . . . . . . . . .     13,921,441     17,618,874

Stockholders' equity:
     Common stock. . . . . . . . . . . . . . . .          1,578          1,468
     Additional paid in capital. . . . . . . . .    122,872,795     94,697,595
     Accumulated deficit . . . . . . . . . . . .    (59,170,250)   (54,056,259)
                                                   -------------  -------------
          Total stockholders' equity . . . . . .     63,704,123     40,642,804
                                                   -------------  -------------
                                                    $77,625,564    $58,261,678
                                                   =============  =============
</TABLE>
                 See accompanying notes to financial statements.

<PAGE>




                                   CNET, INC.
                       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                   Three Months Ended     Six Months Ended
                                                     June 30,                 June 30,
                                           ------------------------  -------------------------
                                               1998         1997         1998         1997
                                           ------------ -----------  ------------ ------------
<S>                                        <C>          <C>          <C>          <C>
Revenues:
   Television. . . . . . . . . . . . . .    $1,897,992  $1,695,207    $3,650,281   $3,475,002
   Internet. . . . . . . . . . . . . . .    11,168,838   6,618,816    19,177,520   11,157,165
                                           ------------ -----------  ------------ ------------
      Total Revenues . . . . . . . . . .    13,066,830   8,314,023    22,827,801   14,632,167

Cost of revenues:
   Television. . . . . . . . . . . . . .     1,790,496   1,694,008     3,537,496    3,467,710
   Internet. . . . . . . . . . . . . . .     5,831,623   3,885,918    11,120,572    7,590,429
                                           ------------ -----------  ------------ ------------
      Total cost of revenues . . . . . .     7,622,119   5,579,926    14,658,068   11,058,139
                                           ------------ -----------  ------------ ------------
Gross profit . . . . . . . . . . . . . .     5,444,711   2,734,097     8,169,733    3,574,028

Operating expenses:
   Sales and marketing . . . . . . . . .     3,261,860   2,661,133     5,741,148    5,014,401
   Development . . . . . . . . . . . . .       641,015   3,674,224     1,417,317    6,207,622
   General and administrative. . . . . .     1,406,123   1,459,833     3,050,582    2,804,380
   Warrant compensation expense. . . . .          -            -            -       7,000,000
                                           ------------ -----------  ------------ ------------
      Total operating expenses . . . . .     5,308,998   7,795,190    10,209,047   21,026,403
                                           ------------ -----------  ------------ ------------
Operating income(loss) . . . . . . . . .       135,713  (5,061,093)   (2,039,314) (17,452,375)

Other income:
   Equity earnings (losses). . . . . . .    (4,967,862) (1,062,976)   (8,647,499)  (1,811,930)
   Gain on sale of equity investments. .     5,123,052  11,026,736     5,123,052   11,026,736
   Interest income (expense), net. . . .       (37,447)    113,383       161,306      365,416
                                           ------------ -----------  ------------ ------------
   Total other income (expense). . . . .       117,743  10,077,143    (3,363,141)   9,580,222
                                           ------------ -----------  ------------ ------------
   Net income (loss) . . . . . . . . . .      $253,456  $5,016,050   ($5,402,455) ($7,872,153)
                                           ============ ===========  ============ ============

Basic net income (loss) per share. . . .         $0.02       $0.36        ($0.36)      ($0.57)
                                           ============ ===========  ============ ============

Diluted net income (loss) per share. . .         $0.02       $0.32        ($0.36)      ($0.57)
                                           ============ ===========  ============ ============

Shares used in calculating
  basic per share data . . . . . . . . .    15,123,596  13,913,394    14,955,307   13,913,394
                                           ============ ===========  ============ ============

Shares used in calculating
  diluted per share data . . . . . . . .    16,883,139  15,492,180    14,955,307   13,913,394
                                           ============ ===========  ============ ============
</TABLE>
                 See accompanying notes to financial statements.

<PAGE>


                                   CNET, INC.
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                        Six Months Ended
                                                             June 30,
                                                   -------------------------
                                                      1998         1997
                                                   ------------ ------------
<S>                                                <C>          <C>
Cash flows from operating activities:
   Net loss . . . . . . . . . . . . . . . . . . . .($5,402,455) ($7,872,153)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization. . . . . . . . .  3,246,872    2,146,418
     Amortization of program costs. . . . . . . . .  2,018,533    3,639,729
     Allowance for doubtful accounts. . . . . . . .    440,852      156,338
     Reserve for joint venture. . . . . . . . . . .          -   (1,665,299)
     Warrant compensation expense. . . . . . . . .           -    7,000,000
     Changes in operating assets and liabilities:
        Accounts receivable . . . . . . . . . . . . (2,391,140) (11,784,130)
        Other current assets. . . . . . . . . . . .    191,671     (589,706)
        Other assets. . . . . . . . . . . . . . . .   (225,410)    (113,663)
        Accounts payable. . . . . . . . . . . . . .    421,266      828,889
        Accrued liabilities . . . . . . . . . . . . (2,220,006)   2,833,811
                                                   ------------ ------------
           Net cash used in operating activities. . (3,919,817)  (5,419,766)
                                                   ------------ ------------
Cash flows from investing activities:
  Purchases of equipment, excluding capital leases. (2,443,433)  (5,611,911)
  Purchases of programming assets . . . . . . . . . (1,857,279)  (3,389,746)
  Loan to joint venture . . . . . . . . . . . . . .          -   (1,455,643)
                                                   ------------ ------------
           Net cash used in investing activities. . (4,300,712) (10,457,300)
                                                   ------------ ------------
Cash flows from financing activities:
  Net proceeds from issuance of stock . . . . . . . 25,984,438            -
  Net proceeds from employee stock purchase plan. .    408,693      334,184
  Net proceeds from exercise of options . . . . . .  1,720,062      527,743
  Principal payments on capital leases. . . . . . .   (178,269)     (79,090)
  Principal payments on equipment note. . . . . . .   (646,865)     (65,352)
                                                   ------------ ------------
       Net cash provided by financing activities    27,288,059      717,485
                                                   ------------ ------------
Net increase (decrease) in cash and cash equivalent 19,067,530  (15,159,581)
Cash and cash equivalents at beginning of period  . 22,553,988   20,155,935
                                                   ------------ ------------
Cash and cash equivalents at end of period  . . . .$41,621,518   $4,996,354
                                                   ============ ============
Supplemental disclosure of cash flow information:
  Interest paid . . . . . . . . . . . . . . . . . .   $130,721      $46,283
                                                   ============ ============
Supplemental disclosure of noncash transactions:
  Investment. . . . . . . . . . . . . . . . . . . . $3,066,449     $      -
                                                   ============ ============


</TABLE>
                 See accompanying notes to financial statements.
<PAGE>
                                        CNET, INC.

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                        (Unaudited)



(1) Basis of Presentation

         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 the Company'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 the Company. 

        The condensed consolidated results of operations for the 
three and six months ended June 30, 1998 are not necessarily 
indicative of the results to be expected for the current year 
or any other period. 

 Recent Accounting Pronouncements

        In June 1997, the Financial Accounting Standards Board 
("FASB") issued Statement of Financial Accounting Standards 
("SFAS") No. 130, "Reporting Comprehensive Income," which 
established standards for reporting and disclosures of 
comprehensive income and its components (revenues, expenses, 
gains and losses) in a full set of general purpose financial 
statements.  SFAS No. 130 is effective for fiscal years 
beginning after December 15, 1997 and requires 
reclassification of financial statements for earlier periods 
to be provided for comparative purposes.  The Company has not 
determined the manner in which it will present the information 
required by SFAS No. 130 in its annual consolidated financial 
statements for the year ending December 31, 1998.  The 
Company's total comprehensive income (loss) for all periods 
presented herein would not have differed from those amounts 
reported as net income (loss) in the consolidated statements 
of operations.

        In June 1997, the FASB issued SFAS No. 131, "Disclosures 
about Segments of an Enterprise and Related Information."  
SFAS No. 131 establishes standards for the way public business 
enterprises report information about operating segments in 
annual financial statements and requires those enterprises to 
report selected information about operating segments in 
interim financial reports issued to stockholders.  SFAS No. 
131 is effective for financial statements for periods 
beginning after December 31, 1997.  The Company has not yet 
determined whether it has any separately reportable business 
segments. 


  Net Loss Per Share 

        Basic net loss per share is computed using the weighted-
average number of common shares outstanding during the period.  
Diluted net loss per share is computed using the weighted-
average number of common shares and common equivalent shares 
from stock options outstanding, when dilutive, using the 
treasury stock method.  In the six months ended June 30, 1998 
there were 2,650,950 options outstanding that could 
potentially dilute basic earnings per share ("EPS") in the 
future that were not included in the computation of diluted 
EPS because to do so would have been antidilutive for that 
period.  


(2) Balance Sheet

Restricted Cash

        Restricted cash balance relates to certain deposits in 
escrow for leasehold improvements and as collateral for 
letters of credit relating to security deposits.


PROPERTY AND EQUIPMENT

     A summary of property and equipment follows:

                                                June 30,     December 31,
                                                  1998           1997
                                              -------------  -------------
Computer equipment. . . . . . . . . . . . . .  $10,674,381    $11,769,291
Production equipment. . . . . . . . . . . . .    2,315,725      2,241,597
Office equipment, furniture & fixtures. . . .    2,534,401      2,230,267
Software. . . . . . . . . . . . . . . . . . .    1,503,529      1,745,660
Leasehold improvements. . . . . . . . . . . .    7,193,769      7,193,769
Other . . . . . . . . . . . . . . . . . . . .    1,434,996      1,533,198
                                              -------------  -------------
                                                25,656,801     26,713,782
Less accumulated depreciation
    and amortization. . . . . . . . . . . . .    9,650,333      7,160,245
                                              -------------  -------------
                                               $16,006,468    $19,553,537
                                              =============  =============
ACCRUED LIABILITIES

     A summary of accrued liabilities follows:

                                                June 30,     December 31,
                                                  1998           1997
                                              -------------  -------------
Compensation and related benefits . . . . . .   $2,018,664     $2,594,386
Advertising . . . . . . . . . . . . . . . . .    1,039,135        619,101
Deferred Revenue. . . . . . . . . . . . . . .    1,022,397      3,233,681
Lease abandonment . . . . . . . . . . . . . .    1,187,442      1,300,000
Other . . . . . . . . . . . . . . . . . . . .    1,938,970      2,333,336
                                              -------------  -------------
                                                $7,206,608    $10,080,504
                                              =============  =============


(3) Snap! Divestiture

     Pursuant to an agreement dated June 4, 1998 among the Company, NBC 
Multimedia, Inc., a Delaware corporation ("NBC Multimedia"), and Snap! 
LLC, a Delaware limited liability company (the "LLC"), the Company and 
NBC Multimedia agreed to form the LLC to operate the Snap! Internet 
portal service, which was previously operated as a division of the 
Company.  In connection with the formation and initial capitalization 
of the LLC, which was completed on June 30, 1998, the Company 
contributed to the LLC substantially all of its assets used exclusively 
in the operation of the Snap! service.  Initially, the LLC will be 
owned 81% by the Company and 19% by NBC Multimedia, however, NBC 
Multimedia has an option to increase its ownership stake in the LLC to 
60%.  The accompanying financial statements present Snap!'s financial 
results using the equity method of accounting effective January 1, 
1998.

(4) Commitments

        In September 1997, the Company entered into a lease for 
approximately 97,000 square feet of additional office space in San 
Francisco, California. The lease, which commenced on June 1, 1998, has 
a ten year term.  As security against Lessor tenant improvements, the 
Company issued a letter of credit in the amount of $3.3 million.  The 
letter of credit is secured by $3.3 million of the $5.0 million 
operating line of credit. In conjunction with the formation of the 
Snap! LLC the Company assigned the lease to the LLC.  In addition to 
the lease assignment, the LLC has agreed to secure the lease with a 
$3.3 million letter of credit which will replace the Company's letter 
of credit.

(5) BuyDirect Divestiture 

         BUYDIRECT.COM (BuyDirect) was a wholly owned division of the 
Company that distributed electronic software.  On March 31, 1998, the 
Company contributed its ownership in BuyDirect, and net assets related 
to BuyDirect of approximately $600,000, to a new venture that is 
separately owned and operated by BuyDirect's existing management group.  
As part of the transaction, the Company received a 19% ownership 
interest in the new venture.  As a part of the agreement CNET licensed 
certain technology to BuyDirect and also entered into a multi-year 
arrangement with the new venture to provide marketing and promotion in 
exchange for $5.4 million in cash payable through April 30, 2000.  For 
the six months ended June 30, 1998, the Company recognized $830,000 in 
revenues related to advertising purchased by BuyDirect and to the 
licensing of technology.

(6) U.Vision Acquisition

        On May 12, 1998, the Company completed the acquisition of 
U.Vision Inc., a California corporation ("U.Vision"), through a merger 
between U.Vision and a wholly-owned acquisition subsidiary of the 
Company (the "Merger"), in which the Company issued 544,965 shares of 
common stock in exchange for all of the outstanding shares of U.Vision.  
U.Vision owned and operated ComputerESP (www.computeresp.com), a 
pricing and availability engine for buying computer products on the 
Internet.  Subsequent to the merger, the Company relaunched ComputerESP 
as CNET Shopper.com.  The Company recorded this transaction using the 
pooling-of-interests accounting method and recorded the financial 
results of U.Vision in its financial statements effective April 1, 
1998.  The financial statements of the Company prior to April 1, 1998 
have not been adjusted for the financial results of U.Vision as the 
impact was not material.  The shares used in calculating the basic and 
diluted per share data have been adjusted in prior periods to reflect 
the U.Vision transaction.

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

        CNET: The Computer Network is a media company focused on 
providing original Internet content and television programming relating 
to information technology and the Internet. CNET Television includes 
the Digital Domain, a two hour programming block which includes CNET 
Central, The New Edge, Cool Tech and The Web.  CNET Television also 
produces the nationally syndicated program TV.com.  The Company's CNET 
Online division includes the following nine technology-focused Internet 
sites: CNET.com, News.com, Gamecenter.com, Shareware.com, Search.com, 
Builder.com, Download.com, Computers.com and Shopper.com. 

     The Company's revenues, cost of revenues and operating expenses 
have grown substantially since the Company's inception, and the Company 
has incurred net losses of $59.2 million. These losses reflect 
substantial expenditures to develop and launch the Company's various 
Internet sites and television programs.  In addition, the Company 
believes that newly launched services require a certain period of 
growth before they begin to achieve adequate revenues to support their 
operations.  The increase in television programming and Internet sites 
has also required increased sales and marketing expenses as well as 
increased general and administrative costs.  As the Company's audience 
for its Internet sites and television programs grows, management 
believes it will be able to attract additional advertising customers 
and increased advertising revenues. 

        The Company has a limited operating history upon which an 
evaluation of the Company and its prospects can be based. The Company's 
prospects must be considered in light of the risks, expenses and 
difficulties frequently encountered by start-up companies in the 
television programming industry and in the new and rapidly evolving 
market for Internet products, content and services. To address these 
risks, the Company must, among other things, effectively develop new 
relationships and maintain existing relationships with its advertising 
customers, their advertising agencies and other third parties, provide 
original and compelling content to Internet users and television 
viewers, develop and upgrade its technology, respond to competitive 
developments and attract, retain and motivate qualified personnel. 
There can be no assurance that the Company will succeed in addressing 
such risks and the failure to do so could have a material adverse 
effect on the Company's business, financial condition or operating 
results. Additionally, the limited operating history of the Company 
makes the prediction of future operating results difficult or 
impossible, and there can be no assurance that the Company's revenues 
will increase or even continue at their current level or that the 
Company will achieve or maintain profitability or generate cash from 
operations in future periods. Since inception, the Company has incurred 
significant losses and, as of June 30, 1998, had an accumulated deficit 
of $59.2 million. The Company may continue to incur losses in the 
future. 



Results of Operations



Revenues



 Total Revenues

Total revenues were $13.1 million and $8.3 million for the three months 
and $22.8 million and $14.6 million for the six months ended June 30, 
1998 and 1997, respectively. 

 Television Revenues

        Television revenues were $1.9 million and $1.7 million for the 
three months and $3.7 million and $3.5 million for the six months ended 
June 30, 1998 and 1997, respectively. Pursuant to an amended agreement, 
effective July 1, 1996, between the Company and USA Networks, USA 
Networks licensed the right to carry the Digital Domain on its networks 
for an initial one-year term for a fee equal to the cost of production 
of those programs up to a maximum of $5.2 million.  In January 1997, 
USA Networks agreed to extend the agreement for an additional year 
beginning July 1, 1997 and revenues were again limited to the costs of 
producing such programs, subject to a maximum amount of $5.5 million.  
During the second quarter of 1998, the Company and USA Networks entered 
into an agreement for an additional year of programming beginning July 
1, 1998.  The agreement added a fourth program to the Digital Domain 
called Cool Tech and decreased the length of The Web from 60 minutes to 
30 minutes.  Revenues are limited to the costs of production, subject 
to a maximum of $5.9 million.

Prior to March 1, 1998, the Company had an agreement with Trans World 
International ("TWI"), whereby the Company produced a television 
program, TV.com, which was exclusively distributed by TWI.  Revenue 
from the distribution of TV.com was first used to offset costs of 
distribution and production, with any excess being shared equally by 
CNET and TWI. Beginning March 1, 1998, the Company assumed 
responsibility for the sale of advertisements on TV.com and began 
paying a distribution fee to TWI.

 Internet Revenues

        Total Internet revenues were $11.2 million and $6.6 million for 
the three months and $19.2 million and $11.2 million for the six months 
ended June 30, 1998 and 1997, respectively. All Internet revenues were 
attributable to the Company's CNET Online division as the Company 
divested a portion of its ownership in Snap! and began accounting for 
Snap!'s financial results under the equity method retroactively to 
January 1, 1998.  Internet revenues consist primarily of revenues 
derived from the sale of advertisements on pages delivered to users of 
the Company's Internet sites.  The delivery of an advertisement is 
recognized by the Company as an "impression."  Advertising revenues are 
derived principally from arrangements with the Company's advertising 
customers that provide for a guaranteed number of impressions.  
Advertising rates vary depending primarily on the particular Internet 
site on which advertisements are placed, the type and total number of 
impressions purchased and the length of the advertiser's commitment.  
Advertising revenues are recognized in the period in which the 
advertisements are delivered.  The Company's ability to sustain or 
increase revenues for Internet advertising will depend on numerous 
factors, which include, but are not limited to, the Company's ability 
to increase its inventory of delivered Internet pages on which 
advertisements can be displayed and its ability to maintain or increase 
its advertising rates.

The increase in revenues for CNET Online of $4.6 million for the three 
month and $8.0 million for the six month periods of 1998 compared to 
the similar periods in 1997 was attributable to increased pages 
delivered and increased advertisements sold on its sites.  Average 
daily pages delivered on the Company's CNET Online sites were 
approximately 6.4 million for each of the three month and six month 
periods ended June 30, 1998 as compared to 3.8 million for the three 
month and 3.5 million for the six month periods ended June 30, 1998, or 
an increase of 68% for the three month and 83% for the six month 
periods.  In addition, Internet revenues include non-advertising 
revenues of $1.0 million and $1.1 million for the three months and $2.1 
million and $1.7 million for the six months ended June 30, 1998 and 
1997, respectively.  Non-advertising revenues include fees earned from 
Company sponsored trade shows, electronic commerce revenues, content 
licensing revenues, technology licensing and consulting. 

        A portion of the Company's Internet revenues were derived from 
barter transactions whereby the Company delivered advertisements on its 
Internet sites in exchange for advertisements on the Internet sites of 
other companies.  Barter transactions accounted for $611,000 and 
$472,000 for the three months and $1.1 million and $496,000 for the six 
months ended June 30, 1998 and 1997, respectively.

        Television operations accounted for 15% and 20% of total revenues 
and Internet operations accounted for 85% and 80% of total revenues for 
the three months ended June 30, 1998 and 1997, respectively.  
Television operations accounted for 16% and 24% of total revenues and 
Internet operations accounted for 84% and 76% of total revenues for the 
six months ended June 30, 1998 and 1997,respectively.  The Company 
expects to experience fluctuations in television and Internet revenues 
in the future that may be dependent on many factors, including demand 
for the Company's Internet sites and television programming, and the 
Company's ability to develop, market and introduce new and enhanced 
Internet content and television programming. 

        Cost of Revenues

Total Cost of Revenues

        Total cost of revenues were $7.6 million and $5.6 million for the 
three months and $14.7 million and $11.1 million for the six months 
ended June 30, 1998 and 1997, respectively.  Cost of revenues includes 
costs associated with the production and delivery of the Company's 
television programming and the production of its Internet sites.  The 
principal elements of cost of revenues for the Company's television 
programming have been the production costs of its television programs, 
which primarily consist of payroll and related expenses for the 
editorial and production staff and costs for facilities and equipment.  
The principal elements of cost of revenues for the Company's Internet 
sites have been payroll and related expenses for the editorial, 
production and technology staff, as well as costs for facilities and 
equipment. 

 Cost of Television Revenues

        Cost of television revenues were $1.8 million and $1.7 million 
for the three month period and $3.5 million for each of the six month 
periods ended June 30, 1998 and 1997, representing approximately 94% 
and 100% of the related revenues for the three month period and 97% and 
100% for the six month period ended June 30, 1998. 


 Cost of Internet Revenues

        Cost of Internet revenues were $5.8 million and $3.9 million for 
the three months and $11.1 million and $7.6 million for the six months 
ended June 30, 1998 and 1997, representing 52%, 59%, 58% and 68% of the 
related revenues, respectively.  All Internet cost of revenues were 
attributable to the Company's CNET Online division due to the Company's 
divestiture of Snap!.  The increase of $1.9 million for the three 
months and $3.5 million for the six months ended June 30, 1998 as 
compared to the same periods in 1997 was primarily attributable to $1.6 
million and $2.5 million, respectively, of costs associated with an 
Internet site that was launched in November 1997, and costs associated 
with a Company sponsored trade show held in April 1998.



 Sales and Marketing

        Sales and marketing expenses consist primarily of payroll and 
related expenses, consulting fees and advertising expenses.  Sales and 
marketing expenses were $3.3 million and $2.7 million for the three 
months and $5.7 million and $5.0 million for the six months ended June 
30, 1998 and 1997, representing 25%, 32%, 25% and 34% of total 
revenues, respectively. The increase in sales and marketing expenses 
for the three months and six months ended June 30, 1998 compared to the 
same periods in 1997 were primarily attributable to increases in 
salaries and related expenses and increases in advertising expenses. 

 Development

        Development expenses consist of expenses relating to technology 
and creative design staff who are involved in the research and 
development of new or improved technologies to enhance the performance 
of the Company's Internet sites, as well as expenses incurred in the 
development of new Internet sites.  Development expenses for technology 
and creative design enhancements and for development of new Internet 
sites include payroll and related expenses for editorial, production 
and technology staff, as well as costs for facilities and equipment.  
Costs associated with the development of a new Internet site are 
recognized as development expenses until the new site begins generating 
revenue.  

     Development expenses were $641,000 and $3.7 million for the three 
months and $1.4 million and $6.2 million for the six months ended June 
30, 1998 and 1997, representing 5%, 44%, 6% and 42% of total revenues, 
respectively. The decrease in development expenses of approximately 
$3.0 million for the three months and $4.8 million for the six months 
ended June 30, 1998 as compared to the same period in 1997 was 
primarily attributable to decreased activities related to the 
development of new Internet sites. During 1997, the Company incurred 
development expenses related to the development of Snap! of $2.7 
million for the three month period and $4.6 million for the six month 
period ended June 30, 1997, respectively.

 General and Administrative

        General and administrative expenses consist of payroll and 
related expenses for executive, finance and administrative personnel, 
professional fees and other general corporate expenses.  General and 
administrative expenses were $1.4 million and $1.5 million for the 
three months and $3.1 million and $2.8 million for the six months ended 
June 30, 1998 and 1997, representing 11%, 18%, 13% and 19% of total 
revenues, respectively. 

 Unusual Items

        In January 1997, the Company incurred a one-time, non-cash 
expense of $7.0 million related to an amendment to the warrant 
agreement with USA Networks whereby the Company agreed that the 
warrants held by USA Networks will vest in full on December 31, 2006, 
to the extent that they have not previously vested. Additionally, USA 
Networks exercised its option to extend its agreement with the Company 
to carry the Company's three television programs through June 30, 1998. 

Equity Earnings (Losses)

        Equity losses consist of losses accounted for under the equity 
method of accounting from the Company's joint venture with E! 
Entertainment and from the Company's investment in Snap!. Total equity losses 
were $5.0 million and $1.1 million for the three months and $8.6 million and 
$1.8 million for the six months ended June 30, 1998 and 1997, 
respectively. Losses related to the Snap! LLC were recorded using the 
equity method of accounting effective January 1, 1998 and were $5.0 
million for the three month period and $8.6 million for the six month 
period ended June 30, 1998.  The loss for the three month period ended 
June 30, 1998 of $5.0 million for Snap! included $1.0 million in 
revenues, $3.4 million in cost of revenues and $2.6 million in 
operating expenses.  The loss for the six month period ended June 30, 
1998 of $8.6 million included $1.9 million in revenues, $5.8 million in 
cost of revenues and $4.7 million in operating expenses.

Gain On Sale Of Equity Investments

Gain on sale of equity investments consists primarily of gains on the 
sale of the Company's 50% equity position in the joint venture with E! 
Entertainment, which was sold in June 1997, and gain on the sale of a 
portion of the Company's equity interest in Vignette Corporation in 
June 1998. 





Liquidity and Capital Resources

        Net cash used in operating activities of $3.9 million and $5.4 
million for the six months ended June 30, 1998 and 1997, respectively, 
was primarily attributable to net losses in such periods.  Net cash 
used in investing activities of $4.3 million and $10.5 million for the 
six months ended June 30, 1998 and 1997 respectively, was primarily 
attributable to purchases of equipment and programming assets.  Cash 
flows provided by financing activities of $27.3 million for the six 
months ended June 30, 1998 consisted primarily of proceeds from the 
issuance of common stock.

        The Company currently has obligations under notes payable and 
capital leases of $3.1 million. Such obligations were incurred to 
finance equipment purchases and are payable through June 2001. 

        As of June 30, 1998, the Company's principal source of liquidity 
was approximately $41.6 million in cash and cash equivalents. In 
addition, the Company has a $5.0 million line of credit from a bank 
secured by accounts receivable. As of June 30, 1998, the Company had 
used $3.3 million of the operating line of credit as security for a 
letter of credit. The line of credit is subject to certain financial 
covenants. At June 30, 1998, the Company was in compliance with the 
financial covenants.  The Company believes that these funds will be 
sufficient to meet its anticipated cash needs for working capital and 
capital expenditures for at least the next 12 months.  However, any 
projections of future cash needs and cash flows are subject to 
substantial uncertainty.  See "Additional Factors That May Affect 
Future Results" below. If currently available cash and cash generated 
by operations is insufficient to satisfy the Company's liquidity 
requirements, the Company may be required to sell additional equity or 
debt securities. The sale of additional equity or convertible debt 
securities would result in additional dilution to the Company's 
stockholders.  There can be no assurance that financing will be 
available to the Company in amounts or on terms acceptable to the 
Company. 

Seasonality and Cyclicality

        The Company believes that advertising sales in traditional media, 
such as television, are generally lower in the first and third calendar 
quarters of each year than in the respective preceding quarters and 
that advertising expenditures fluctuate significantly with economic 
cycles.  Depending on the extent to which the Internet is accepted as 
an advertising medium, seasonality and cyclicality in the level of 
advertising expenditures generally could become more pronounced for 
Internet advertising.  Seasonality and cyclicality in advertising 
expenditures generally, or with respect to Internet-based advertising 
specifically, could have a material adverse effect on the Company's 
business, financial condition or operating results. 

Additional Factors That May Affect Future Results

        The Company's quarterly operating results may fluctuate 
significantly in the future as a result of a variety of factors, many 
of which are outside the Company's control.  Factors that may adversely 
affect the Company's quarterly operating results attributable to its 
Internet operations include the level of use of the Internet, demand 
for Internet advertising, seasonal trends in both Internet use and 
advertising placements, the addition or loss of advertisers, 
advertising budgeting cycles of individual advertisers, the level of 
traffic on the Company's Internet sites, the amount and timing of 
capital expenditures and other costs relating to the expansion of the 
Company's Internet operations, the introduction of new sites and 
services by the Company or its competitors, price competition or 
pricing changes in the industry, technical difficulties or system 
downtime, general economic conditions and economic conditions specific 
to the Internet and Internet media.  Quarterly operating results 
attributable to the Company's television operations are generally 
dependent on the costs incurred by the Company in producing its 
television programming. If the cost of producing television programs 
for USA Networks exceeds the maximum licensing fee payable by USA 
Networks, the Company could incur a gross deficit with respect to its 
television operations.  Further, the size and demographic 
characteristics of the Company's viewing audience may be adversely 
affected by the popularity of competing television programs, including 
special events, the time slots chosen for the Company's programs by the 
cable network carrying such programs and the popularity of programs 
immediately preceding the Company's programs.  As a result of the 
Company's strategy to cross market its television and Internet 
operations, the Company believes that any decrease in the number of 
viewers of its television programs will have a negative effect on the 
usage of its Internet sites.  Accordingly, a decrease in viewership of 
the Company's television programs could have a material adverse effect 
on the Company's business, financial condition or operating results. 

        Due to all of the foregoing factors, it is likely that the 
Company's operating results may fall below the expectations of the 
Company, securities analysts or investors in some future quarter.  In 
such event, the trading price of the Common Stock would likely be 
materially and adversely affected. 

        Certain information in this Quarterly Report may contain 
"forward-looking statements" within the meaning of Section 21E of the 
Securities Exchange Act of 1934, as amended.  All statements other than 
statements of historical fact are "forward-looking statements" for 
purposes of these provisions, including any projections of earnings, 
revenues, expenses or other financial items, any statements of the 
plans and objectives of management for future operations, any 
statements concerning proposed new services, any statements regarding 
future economic conditions or performance, and any statement of 
assumptions underlying any of the foregoing.  Although the Company 
believes that the expectations reflected in its forward-looking 
statements are reasonable, it can give no assurance that such 
expectations or any of its forward-looking statements will prove to be 
correct, and actual results could differ materially from those 
projected or assumed in the Company's forward-looking statements.  The 
Company's future financial condition and results, as well as any 
forward-looking statements, are subject to inherent risks and 
uncertainties, including those summarized in this section.  Additional 
information concerning these and other risk factors is contained in the 
Company's Annual Report on Form 10-K for the fiscal year ended December 
31, 1997, a copy of which may be obtained from the Company upon 
request.



PART II. OTHER INFORMATION

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

        On May 12, 1998, the Company completed the acquisition of 
U.Vision Inc., a California corporation ("U.Vision"), through a merger 
between U.Vision and a wholly-owned acquisition subsidiary of the 
Company.  Pursuant to such merger, the Company issued 544,965 shares of 
its Common Stock to U.Vision's stockholders.  No underwriters were 
involved in the transaction, and the Company 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(2) thereof.

        On June 30, 1998, the Company completed the sale of 812,800 
shares of Common Stock to National Broadcasting Company, Inc. ("NBC") 
pursuant to a Stock Purchase Agreement, dated as of June 4, 1998, 
between the Company and NBC.  The aggregate purchase price for the 
shares sold in such transaction was $26,212,800 ($32.25 per share).  No 
underwriters were involved in the transaction, and the Company did not 
pay any underwriting discounts or commissions.  The sale of shares to 
NBC was exempt from the registration requirements of the Securities Act 
of 1933 pursuant to Section 4(2) thereof.

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

        On May 20, 1998, the Company held its annual meeting of 
stockholders (the "Annual Meeting").  At the Annual Meeting, the 
Company submitted the following matters to a vote of its stockholders: 
(i) the election of John C. Colligan and William Savoy as Class II 
directors to serve until the expiration of their terms and until their 
successors are elected and qualified; (ii) the approval of an amendment 
to the Company's Certificate of Incorporation to increase the number of 
authorized shares of Common Stock, $.0001 par value per share ("Common 
Stock"), from 25,000,000 shares to 50,000,000 shares (the "Charter 
Amendment"); (iii) the approval of an amendment to the CNET, Inc. 1997 
Stock Option Plan to increase the number of shares of Common Stock 
authorized for issuance thereunder from 1,000,000 shares to 2,500,000 
shares (the "Plan Amendment"); and (iv) the ratification of the 
selection of KPMG Peat Marwick LLP as the Company's independent 
auditors for fiscal year 1998.  At the Annual Meeting, the stockholders 
elected the Class II directors noted above, approved the Charter 
Amendment, approved the Plan Amendment and ratified the selection of 
KPMG Peat Marwick LLP as the Company's independent auditors.  The vote 
of the stockholders with respect to each such matter was as follows:

        (i)     Election of Class II directors:

                John C. Colligan - 9,433,117 votes for; 1,745 votes 
                withheld.
                William Savoy - 9,433,117 votes for; 1,745 votes withheld.

        (ii)    Approval of the Charter Amendment:

                8,719,344 votes for; 715,518 votes against; no abstentions.

        (iii)   Approval of the Plan Amendment:

                9,171,437 votes for; 259,575 votes against; 3,850 
                abstentions.

        (iv)    Ratification of selection of independent auditors:

                9,433,621 votes for; 1,241 votes against; no abstentions.

A proper proposal submitted by a stockholder of the Company in 
accordance with applicable rules and regulations for presentation at the 
Company's 1999 annual meeting that is received at the Company's principal 
executive office by December 24, 1998 will be included in the Company's proxy 
statement and form of proxy for such meeting.  Proxies solicited by the Company 
with respect to such meeting will confer discretionary authority to vote on 
any matter as to which the Company has not received notice by March 16, 
1999.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.


  4.1       --Certificate of Amendment of Certificate of Incorporation 
              of CNET, Inc.
 10.1       --CNET, Inc. Amended and Restated 1997 Stock Option Plan.

 10.2       --Agreement and Plan of Merger, dated as of May 7, 1998, by and 
              among CNET, Inc., CNET Acquisition Corp., U.Vision Inc. 
              and the stockholders of U.Vision Inc. (filed as Exhibit 2.1
              to the Company's Current Report on Form 8-K filed May 22, 
              1998).
 10.3       --Contribution Agreement, dated as of June 4, 1998, by and among
              the Company, NBC and Snap! LLC (filed as Exhibit 2.1 to the
              Company's Current Report on Form 8-K filed July 15, 1998).
 10.4       --Amended and Restated Limited Liability Company Agreement of
              Snap! LLC, dated as of June 30, 1998, by and among the Company 
              and NBC Multimedia, Inc. (filed as Exhibit 2.2 to the
              Company's Current Report on Form 8-K filed July 15, 1998).
 10.5       --Stock Purchase Agreement, dated as of June 4, 1998, by and 
              between the Company and NBC (filed as Exhibit 10.1 to the 
              Company's Current Report on Form 8-K filed July 15, 1998).
 10.6       --Agreement, dated as of July 1, 1998, between USA Networks 
              and the Company.
   27       --Financial Data Schedules


(b) Reports on Form 8-K

        On May 22, 1998, the Company filed a Current Report on Form 8-K 
in connection with the acquisition of U.Vision Inc.

        On June 15, 1998, the Company filed a Current Report on Form 8-K 
in connection with its announcement of the agreement with NBC and NBC 
Multimedia, Inc. related to the formation of Snap! LLC.

        On July 15, 1998, the Company filed a Current Report on Form 8-K 
with respect to the closing of its transaction with NBC and NBC 
Multimedia, Inc. related to Snap! LLC and  the sale of Common Stock to 
NBC.




<PAGE>
                                   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, INC.
                                        (Registrant)

                                        /s/ Douglas N. Woodrum
                                        ________________________
                                        Douglas N. Woodrum
                                        Executive Vice President,
                                        Chief Financial Officer

August 13, 1998

Date