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

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**FORM 10-Q**

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(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, 2002**

**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 StreetSan Francisco, CA    94105**

(Address of Principal Executive Offices including Zip Code)

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

(Former name, former address and former fiscal year if changed
 since last report)







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, 2002 there were 138,891,402 shares of the registrant's common
stock outstanding.









**CNET Networks, Inc.

                                TABLE OF CONTENTS**



|**PART I.   Financial Information**                                                                                      | **Page No.**
|------------------------------------------------------------------------------------------------------------------------ | ------------
|                                                                                                                         |             
|Item 1.   Financial Statements
                  (unaudited):                                                            |             
|                                                                                                                         |             
|Condensed Consolidated Balance Sheets at June 30, 2002 and December 31, 2001                                             | 1           
|                                                                                                                         |             
|Condensed Consolidated Statements of Operations for the three and six months
        
     ended June 30, 2002 and 2001. | 2           
|                                                                                                                         |             
|Condensed Consolidated Statements of Cash Flows for the six months
        
     ended June 30, 2002 and 2001.           | 3           
|                                                                                                                         |             
|Notes to the Condensed Consolidated Financial Statements                                                                 | 5           
|                                                                                                                         |             
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations    | 13          
|                                                                                                                         |             
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                     | 23          
|                                                                                                                         |             
|**PART II.  Other Information**                                                                                          |             
|                                                                                                                         |             
|Item 1.   Legal Proceedings                                                                                              | 24          
|                                                                                                                         |             
|Item 2: Changes in Securities and Use of Proceeds                                                                        | 24          
|                                                                                                                         |             
|Item 4: Submission of Matters to a Vote of Security Holders                                                              | 24          
|                                                                                                                         |             
|Item 6.   Exhibits and Reports on Form 8-K                                                                               | 24          
|                                                                                                                         |             
|**Signatures**                                                                                                           | 25          

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**Part 1.  FINANCIAL INFORMATION**

Item 1.   Financial Statements

---

**CNET NETWORKS, INC.

                            CONDENSED CONSOLIDATED BALANCE SHEETS

                                   (UNAUDITED)

                       (000's, except share and per share data)**

`June 30,   December 31,
                                                         2002          2001
                                                     ------------  ------------
                              ASSETS
Current assets:
     Cash and cash equivalents . . . . . . . . . .  $     94,120  $     93,439
     Investments in marketable debt securities . .        39,851        46,760
     Accounts receivable, net. . . . . . . . . . .        46,695        56,495
     Other current assets. . . . . . . . . . . . .        18,674        29,472
                                                     ------------  ------------
       Total current assets . . . . . . . . . . . .      199,340       226,166

Restricted cash . . . . . . . . . . . . . . . . . .       15,762        16,270
Investments in marketable debt securities. . . .  .       73,080        76,777
Property and equipment, net. . . . . . . . . . . .        76,674        79,043
Other assets . . . . . . . . . . . . . . . . . . .        26,634        41,036
Intangible assets, net . . . . . . .  . . . . . . . .     65,051        96,135
Goodwill, net . . . . . . .  . . . . . . . . . . .       294,966       279,353
                                                     ------------  ------------
       Total assets . . . . . . . . . . . . .  . .  $    751,507  $    814,780
                                                     ============  ============

            LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable. . . . . . . . . . . . . . .  $      7,541  $      7,324
     Accrued liabilities . . . . . . . . . . . . .        73,204        80,224
     Current portion of long-term debt . . . . . .            77            77
                                                     ------------  ------------
        Total current liabilities. . . . . . . . .        80,822        87,625

Noncurrent liabilities:
     Long-term debt . . . . . . . . . . . . . . . .      176,886       176,457
     Other liabilities  . . . . . . . . . . . . . .        5,959         7,199
                                                     ------------  ------------
        Total liabilities  . . . . . . . . . . . .       263,667       271,281

Stockholders' equity:
     Common stock;  $0.0001 par value; 400,000,000
      shares authorized; 138,895,099 outstanding at
      June 30, 2002 and 138,300,625 outstanding
      at December 31, 2001. . . . . . . . . . . . . .         14            14
     Notes receivable from stockholders. . . . . . .        (397)         (563)
     Deferred stock compensation . . . . . . . . . .           -          (481)
     Additional paid in capital. . . . . . . . . .     2,698,580     2,695,443
     Other comprehensive income. . . . . . . . . .       (15,345)      (12,789)
     Treasury stock, at cost . . . . . . . . . . .       (30,428)      (30,409)
     Accumulated deficit . . . . . . . . . . . . .    (2,164,584)   (2,107,716)
                                                     ------------  ------------
        Total stockholders' equity . . . . . . . .       487,840       543,499
                                                     ------------  ------------
        Total liabilities and stockholders' equity  $    751,507  $    814,780
                                                     ============  ============`

See accompanying notes to the condensed consolidated financial statements

---

**CNET NETWORKS, INC.

                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                  (UNAUDITED)

                      (000's, except share and per share data)**

`Three Months Ended         Six Months Ended
                                                     June 30,                   June 30,
                                         -------------------------- --------------------------
                                             2002          2001         2002          2001
                                         ------------- ------------ ------------- ------------
Revenues:
   Internet. . . . . . . . . . . . . .  $      44,356 $     59,717  $     87,736 $    126,370
   Publishing . . . . . . . . . . . . .        12,882       11,372        25,154       19,871
                                         ------------- ------------ ------------- ------------
    Total revenues. . . . . . . . . .          57,238       71,089       112,890      146,241

Operating expenses:
   Cost of revenues . . . . . . . . . .        37,177       45,254        74,312       88,016
   Sales and marketing . . . . . . . .         20,230       34,357        40,984       73,548
   General and administrative. . . . .         15,990       10,534        28,749       20,143
   Depreciation. . . . . . . . . . . .          6,766        5,957        13,007       11,553
   Amortization of goodwill and
    intangible assets . . . . . . . . .        12,186      206,794        24,245      412,254
                                         ------------- ------------ ------------- ------------
    Total operating expenses . . . . .         92,349      302,896       181,297      605,514
                                         ------------- ------------ ------------- ------------
    Operating loss . . . . . . . . . .        (35,111)    (231,807)      (68,407)    (459,273)

Non-operating income (expense):
   Realized gains on
    sale of investments . . . . . . . .            98          909         2,434        9,100
   Realized losses on
    sale of investments . . . . . . . .           (47)      (1,442)          (73)      (8,129)
   Realized losses on impairment
     of public investments . . . . . .           (154)      (1,385)         (154)     (26,840)
   Realized losses on impairment
     of private investments . . . . . .          (500)           -        (8,139)     (89,271)
   Interest income.. . . . . .  . . . .         1,267        3,226         2,639        7,419
   Interest expense. . . . . .  . . . .        (2,579)      (4,623)       (5,357)      (9,161)
   Other. . . . . . . . . . . . . . . .          (101)        (290)         (104)        (889)
                                         ------------- ------------ ------------- ------------
    Total non-operating income (expense)       (2,016)      (3,605)       (8,754)    (117,771)
                                         ------------- ------------ ------------- ------------

   Net loss before income taxes. . . .        (37,127)    (235,412)      (77,161)    (577,044)

     Income tax benefit.  . . . . . . .       (11,309)     (17,289)      (20,293)     (42,346)
                                         ------------- ------------ ------------- ------------
   Net loss. . . . . . . . . . . . . .  $     (25,818)$   (218,123) $    (56,868)$   (534,698)
                                         ============= ============ ============= ============

Basic and diluted net loss per share. . $       (0.19)$      (1.60) $      (0.41)$      (3.93)
                                         ============= ============ ============= ============
Shares used in calculating
  basic and diluted per share data . .    138,772,593  136,516,524   138,720,732  136,018,075
                                         ============= ============ ============= ============`

See accompanying notes to the condensed consolidated financial statements

---

**CNET NETWORKS, INC.

                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

                      (000's, except share and per share data)**

`Six Months Ended
                                                                     June 30,
                                                          -------------------------
                                                              2002         2001
                                                          ------------  -----------
Cash flows from operating activities:
   Net loss. . . . . . . . . . . . . . . . . . . . . . . $    (56,868) $  (534,698)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
     Depreciation and amortization. . . . . . . . . . .        37,256      425,343
     Noncash interest. . . . . . . . . . . . . . . . . .          548        3,078
     Deferred taxes. . . . . . . . . . . . . . . . . . . .      9,557      (39,774)
     Allowance for doubtful accounts. . . . . . . . . .         4,899        8,274
     Services exchanged for cost method investments. . .            -       (4,697)
     (Gain) loss on sale and impairment of marketable
       securities and privately held investments . . . .        6,056      115,140
     (Gain) loss on sale and impairment of marketable
       debt securities . . . . . . . . . . . . . . . . .         (119)           -
     Foreign currency translation gain (loss). . . . . .       (2,618)         920
     Loss on disposal of fixed assets. . . . . . . . . .          128            -
     Changes in operating assets and liabilities,
       net of acquisitions:
        Accounts receivable . . . . . . . . . . . . . .         4,988       32,720
        Other assets. . . . . . . . . . . . . . . . . .         1,495      (14,077)
        Accounts payable. . . . . . . . . . . . . . . .           159       (9,830)
        Accrued liabilities . . . . . . . . . . . . . .        (8,720)     (28,830)
        Other long term liabilities . . . . . . . . . .        (1,068)      (2,050)
        Benefit from exercise of stock options . . . . . .          -        3,602
                                                          ------------  -----------
         Net cash used in operating activities . . . . .       (4,307)     (44,879)
                                                          ------------  -----------
Cash flows from investing activities:
  Purchase of marketable equity securities. . . . . . . .           -      (40,988)
  Purchase of marketable debt securities. . . . . . . .       (94,295)           -
  Proceeds from sale of marketable debt securities. . .       106,835       96,890
  Proceeds from sale of marketable equity securities. .           144       23,941
  Proceeds from sales of (investments in)
   privately held companies . . . . . . . . . . . . . .         3,000       (8,002)
  Net cash acquired (paid for) acquisitions . . . . . . .      (4,022)           -
  Capital expenditures . . . . . . . . . . . . . . . . .      (10,572)     (19,895)
                                                          ------------  -----------
         Net cash provided by  investing activities. . .        1,090       51,946
                                                          ------------  -----------
Cash flows from financing activities:
  Payments received on stockholders' notes. . . . . . .           149            -
  Net proceeds from employee stock purchase plan. . . .           476        1,405
  Net proceeds from exercise of options and warrants. .         3,136       10,001
  Principal payments on borrowings. . . . . . . . . . .          (249)        (862)
                                                          ------------  -----------
         Net cash provided by financing activities. . .         3,512       10,544
                                                          ------------  -----------
Net increase in cash and cash equivalents. . . . . . . .          295       17,611
Effect of exchange rate changes on cash and
  cash equivalents . . . . . . . . . . . . . . . . . . . .        386         (327)
Cash and cash equivalents at beginning of period  . . .        93,439      167,301
                                                          ------------  -----------
Cash and cash equivalents at end of period  . . . . . .  $     94,120  $   184,585
                                                          ============  ===========
Supplemental disclosure of cash flow information:
  Interest paid . . . . . . . . . . . . . . . . . . . .  $      4,323  $     8,036
  Taxes refunded. . . . . . . . . . . . . . . . . . . .  $     31,697  $         -`

See accompanying notes to condensed consolidated financial statements

CNET NETWORKS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2002



(1)	BASIS OF FINANCIAL STATEMENTS

BUSINESS AND BASIS OF PRESENTATION

CNET Networks, Inc. (CNET) is a global media company producing a branded
Internet network, a technology product database, print publications, and radio programming for both
businesses and individuals.  CNET, a Delaware corporation, commenced operations in 1992.

In the opinion of management, the accompanying unaudited condensed consolidated
financial statements present fairly 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.  Additionally, there have been no significant changes in any of CNET's commitments since
CNET's most recent Annual Report on Form 10-K, except as disclosed in footnote 9.

The condensed consolidated results of operations for the three and six months
ended June 30, 2002 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, Gateway Inc., approximate 11% of total
revenues for year-to-date 2002.  Of the revenues from this one customer, approximately 68% are
generated from a custom publishing contract.

INCOME TAXES

Income tax expense has been recorded based on an estimated effective tax
rate for the year ended December 31, 2002.  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 valuation
allowance has been provided against the gross deferred tax assets to properly reflect only
recoverable taxes.

In March 2002, Congress enacted the Job Creation and Worker Assistant Act.
Through the enactment of this act, losses generated in 2001 and 2002 may be carried back over a
five-year period.  The losses generated by CNET in these periods have been carried back to offset
taxes paid in 1999 and 2000.  Approximately $31.7 million of recoverable taxes were refunded to CNET
in the second quarter of 2002.

IMPAIRMENT OF LONG-LIVED ASSETS

In August 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Accounting Standard (SFAS) 144, "Accounting for the Impairment of Long-Lived Assets"
which establishes an accounting model to be used for long-lived assets to be disposed of by sale and
broadens the presentation of discontinued operations to include more disposal transactions. SFAS 144
does not apply to goodwill and other intangible assets that are not amortized. SFAS 144 supercedes
SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of" and APB Opinion 30, "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events".
SFAS 144 eliminates goodwill from its scope, therefore it does not require, as SFAS 121 does,
goodwill to be allocated to the long-lived assets. The statement is effective for fiscal years
beginning after December 15, 2001.  Adoption of SFAS 144 has not had a material effect on CNET's
financial position or results of operations.

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.

GOODWILL AND INTANGIBLE ASSETS

In July 2001, the FASB issued SFAS 141, "Business Combinations", and SFAS
142, "Goodwill and Other Intangible Assets".  SFAS 141 requires that the purchase method of
accounting be used for all business combinations subsequent to June 30, 2001 and specifies criteria
for recognizing intangible assets acquired in a business combination.  SFAS 142 requires that
goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be
tested for impairment at least annually.  Intangible assets with definite useful lives will continue
to be amortized over their respective estimated useful lives.  The implementation of SFAS 141 has
not had a material impact on CNET's consolidated financial position, liquidity or results of
operations.

Effective January 1, 2002 under SFAS 142, goodwill is no longer amortized.
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 June 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.
The following table summarizes net loss adjusted to exclude goodwill amortization as if the non-
amortization provisions of SFAS 142 had been effective in 2001:



`(000's, except per share data)
                         Three Months Ended June 30,  Six Months Ended June 30,
                            ----------------------    ----------------------
                              2002         2001         2002         2001
                            ---------    ---------    ---------    ---------

Reported net loss         $  (25,818)  $ (218,123)  $  (56,868)  $ (534,698)
Goodwill amortization              -      193,280            -      386,724
                            ---------    ---------    ---------    ---------
  Adjusted net loss       $  (25,818)  $  (24,843)  $  (56,868)  $ (147,974)
                            =========    =========    =========    =========

Basic and diluted loss per
  share - as reported     $    (0.19)  $    (1.60)  $    (0.41)  $    (3.93)
                            =========    =========    =========    =========
Basic and diluted loss per
  share - as adjusted     $    (0.19)  $    (0.18)  $    (0.41)  $    (1.09)
                            =========    =========    =========    =========`

As part of the transition provisions of SFAS 142, CNET was
required to review for impairment all previously recognized intangible assets that have been
determined to have indefinite useful lives.  CNET completed this implementation transition
impairment testing during the second quarter of 2002.  For the purpose of the SFAS 142 review, CNET
has identified its reporting units as follows:  U.S. Media (excluding Computer Shopper), Computer
Shopper, Channel Services, Asia and Europe.  CNET has performed the transition impairment tests by
comparing the carrying amount of each reporting unit's net assets, including goodwill, to the fair
value of each reporting unit having goodwill.  In no instance did the carrying amount of a reporting
unit exceed its fair value as of January 1, 2002, and therefore, CNET has determined that there is
no impairment resulting from these transitions tests.  On an ongoing basis, CNET 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.

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 book value to the estimated undiscounted (and without interest
charges) future cash flows for that reporting unit.  Conditions that indicate that impairment of
goodwill should be evaluated include a sustained decrease in CNET's market value or an adverse
change in business climate.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated
with Exit or Disposal Activities".  This statement supercedes Emerging Issues Task Force (EITF)
Issue 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring)".  SFAS 146 requires that a
liability for a cost associated with an exit or disposal activity be recognized and measured
initially at fair value only when the liability is incurred.  Under EITF 94-3, a liability for an
exit cost was recognized at the date of an entity's commitment to an exit plan.  Under SFAS 146, the
FASB has concluded that an entity's commitment to a plan does not necessarily create a present
obligation to others that meets the definition of a liability.  The provisions of SFAS 146 are
effective for exit and disposal activities initiated after December 31, 2002.  CNET is currently
analyzing SFAS 146 to determine its impact on CNET's 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

On April 30, 2002, CNET acquired intellectual property and certain other
assets of Upgradebase.com, Inc., a provider of content specifications for memory and memory
upgrades, as well as other computer products and peripherals, and Vendorbase.com, Inc., a provider
of remarketed IT products.  On May 3, 2002, CNET acquired intellectual property and certain other
assets of Smartshop.com, Inc., a provider of online comparison-shopping infrastructure.  The total
purchase price for all three acquisitions was $5.3 million. A total of $4.0 million was paid in cash
with the remainder outstanding under notes payable that are to be paid within a year of the
acquisitions.  The transactions have been accounted for using the purchase method of accounting.

The aggregate purchase price has been allocated to tangible and intangible assets
based on estimates of their respective fair values. Accordingly, adjustments may be made upon the
completion of the valuations that are in progress.  Based on preliminary estimates, the aggregate
purchase price of $5.3 million was allocated to goodwill of approximately $5.6 million, fixed assets
of approximately $200,000, accounts receivable of approximately $100,000, and assumed liabilities of
approximately $600,000.

In accordance with the provisions of SFAS 142, goodwill arising from these
transactions has not been amortized.

(3)	LEASE ABANDONMENT

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 of $17.4 million.    An additional $1.4 million, primarily for international locations,
was added to the accrual when certain assumptions regarding the timing of subleasing were modified.
As further consolidation of the U.S. facilities took place in the second quarter of 2002 an
additional $1.9 million was added to the accrual.  Cash expenditure reductions to this accrual have
been $8.1 million.  At June 30, 2002, a balance of $12.6 million remained in this accrual.

(4)	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:

`June 30, 2002
                                            ------------------------
                                          Gross Carrying Accumulated
 (000's)                                      Amount     Amortization
                                            -----------  -----------

Amortized intangible assets:
 Content. . . . . . . . . . . . . . . . .  $    44,201  $   (25,067)
 Registered Users. . . . . . . . . . . . .      42,719      (23,664)
 Tradename/trademarks. . . . . . . . . . .      28,808      (15,737)
 Subscriptions. . . . . . . . . . . . . .       15,138       (8,524)
 Developed technology. . . . . . . . . . . .     9,222       (5,380)
 Other. . . . . . . . . . . . . . . . . . .      7,648       (4,311)
                                            -----------  -----------
     Total. . . . . . . . . . . . . . . .  $   147,736  $   (82,683)
                                            ===========  ===========`

Intangibles that are subject to amortization are amortized on a straight-line basis over three
years.

Goodwill

The following table sets forth the changes in goodwill for the six months
ended June 30, 2002:

`(000's)

Balance as of December 31, 2001 $ 279,353
Reclassifications (1)               7,078
                                 ---------
Balance as of January 1, 2002     286,431
Acquisitions and other (2)          8,535
                                 ---------
Balance as of June 30, 2002     $ 294,966
                                 =========`









(5)	NET LOSS PER SHARE

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



`(000's, except share and per share data)
                                              Three Months Ended         Six Months Ended
                                                     June 30,                 June 30,
                                         -------------------------- --------------------------
                                             2002          2001         2002          2001
                                         ------------- ------------ ------------- ------------

Net loss . . . . . . . . . . . . . . .  $     (25,818)$   (218,123)$     (56,868)$   (534,698)
                                         ============= ============ ============= ============


 Weighted average common shares
  outstanding used in computing basic and
  diluted loss per share  . . . . . . .   138,772,593  136,516,524   138,720,732  136,018,075
                                         ============= ============ ============= ============



Basic and diluted net loss per share .  $       (0.19)$      (1.60)$       (0.41)$      (3.93)
                                         ============= ============ ============= ============`

Basic net loss per share is computed using the weighted average number of shares
of common stock outstanding during the period.  Diluted net 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 loss per share for the three months ended June 30, 2002
does not include the effect of 358,912 common shares related to options with an average exercise
price of $3.59 per share or 9,864 shares of unvested restricted stock with an average exercise price
of $1.26 per share because their effect is anti-dilutive.  Net loss per share for the three months
ended June 30, 2001 does not include the effect of 2,362,109 common shares related to options at an
average exercise price of $8.39 or 110,359 shares of unvested restricted stock with an average
exercise price of $1.19 per share because their effect is anti-dilutive.



Basic and diluted net loss per share for the six months ended June 30, 2002 does
not include the effect of 1,756,220 common shares related to options with an average exercise price
of $5.04 per share or 10,903 shares of unvested restricted stock with an average exercise price of
$1.26 per share because their effect is anti-dilutive.  Net loss per share for the six months ended
June 30, 2001 does not include the effect of 3,586,621 common shares related to options at an
average exercise price of $8.48 or 405,241 shares of unvested restricted stock with an average
exercise price of $1.19 per share because their effect is anti-dilutive.

(6)	COMPREHENSIVE LOSS

CNET has adopted the provisions of SFAS 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.

The changes in the components of other comprehensive income (loss) for the three
and six months ended June 30, 2002 and 2001 are as follows:

`Three Months Ended      Six Months Ended
                                              June 30,                June 30,
                                       ----------------------  ----------------------
 (000's)                                  2002        2001        2002        2001
                                       ----------  ----------  ----------  ----------

Unrealized holding gains (losses) from:
 Marketable debt and equity securities $     727  $  201,115  $      104  $   98,395
 Debt obligations. . . . . . . . . .           -    (197,273)          -     (97,351)
Deferred tax asset (liability)
  related to unrealized holding
  gains(losses). . . . . . . . . . .        (291)     (2,030)        (42)    (40,078)
                                       ----------  ----------  ----------  ----------
                                             436       1,812          62     (39,034)
Foreign currency translation
  gain (loss). . . . . . . . . . . .        (664)     (5,478)     (2,618)        920
                                       ----------  ----------  ----------  ----------
                                       $    (228) $   (3,666) $   (2,556) $  (38,114)
                                       ==========  ==========  ==========  ==========`



The components of other comprehensive income are:

`Three Months Ended      Six Months Ended
                                              June 30,                June 30,
                                       ----------------------  ----------------------
  (000')                                  2002        2001        2002        2001
                                       ----------  ----------  ----------  ----------

Net loss. . . . . . . . . . . . . . . $  (25,818) $ (218,123) $  (56,868) $ (534,698)
                                       ==========  ==========  ==========  ==========
Other comprehensive income (loss),
 net of tax:
 Unrealized holding gains arising
  during the period. . . . . . . . .  $      531  $    3,187  $      569  $   12,633
 Unrealized holding losses arising
  during the period. . . . . . . . . .       (95)     (1,375)       (507)    (51,667)
Foreign currency translation
  gain (loss). . . . . . . . . . . .        (664)     (5,478)     (2,618)        920
                                       ----------  ----------  ----------  ----------
Comprehensive loss. . . . . . . . . . $  (26,046) $ (221,789) $  (59,424) $ (572,812)
                                       ==========  ==========  ==========  ==========`

(7)	MARKETABLE EQUITY SECURITIES AND OTHER
INVESTMENTS

Marketable Equity Securities

In accordance with SFAS 115, "Accounting for Certain Investments in Debt and
Equity Securities," CNET determines the appropriate classification of debt and equity securities at
the time of purchase and reevaluates such designation as of each balance sheet date.  Investments
classified as available for sale are reported at market value, with the unrealized gains and losses,
net of tax, reported as a separate component of other comprehensive income in stockholders' equity.
Realized gains and losses on sales of investments and declines in value determined to be other-than-
temporary are included in non-operating expense in the statement of operations.Declines in
value of marketable equity securities are determined to be other-than-temporary when the securities
have consistently traded below original cost for a nine-month period, and general market conditions
or specific circumstances relating to a security indicate that the security will not recover its
original cost.  Once an other-than-temporary decline has been identified, the average market price
over the preceding 90-calendar day period is compared to the current carrying value.  The amount of
loss, which is considered to be an other-than-temporary decline, is measured by comparing the cost
basis to the higher of the 90-calendar day average and the current carrying value.  A realized loss
is recognized for the amount of the loss that is considered to be an other-than-temporary decline.
This review and evaluation process is performed on an ongoing basis for all marketable equity
securities owned by CNET.

CNET recorded losses on the sale of marketable debt and equity securities of
$47,000 and $1.4 million in the three months ended June 30, 2002 and 2001, respectively, and $73,000
and $8.1 million in the six months ended June 30, 2002 and 2001, respectively.  CNET recorded
realized gains on the sale of marketable debt and equity securities of $98,000 and $909,000 in the
three months ended June 30, 2002 and 2001, respectively, and $124,000 and $9.1 million in the six
months ended June 30, 2002 and 2001, respectively.  CNET recognized impairment losses for marketable
debt and equity securities of $154,000 and $1.4 million in the three months ended June 30, 2002 and
2001, respectively, and $154,000 and $26.8 million in the six months ended June 30, 2002 and 2001,
respectively.

Privately Held Investments

Impairment is assessed routinely on privately held investments based, where
possible, on the pricing of new rounds of financing for the individual company, cash resources,
liquidity, and other subjective factors such as, our estimate of the strength of the underlying
business and assets including technology and intangibles.  If an other-than-temporary decline is
believed to have occurred based on our assessment of these factors, the investment is further
evaluated.  If it appears that there are no funding options for a company, and CNET's evaluation of
their available cash resources results in a determination that they will not be able to sustain
liquidity for a reasonable period of time, then the investment is written-off.  If our assessment
determines that a privately held investment has sufficient liquidity, but that current rounds of
financing for comparable companies are at amounts significantly less than in the past, the
investment will be written-down to reflect current market conditions. However, the extent of any
impairment is evaluated in conjunction with CNET's view of the subjective factors discussed
above.

CNET recognized impairment losses of $500,000 on privately held investments in
the three months ended June 30, 2002.  In the three months ended June 30, 2001, no such losses were
recognized.  CNET recognized impairment losses of $8.1 million and $89.3 million in the six months
ended June 30, 2002 and 2001, respectively.  Additionally, in the six months ended June 30, 2002,
CNET recognized a gain of $2.3 million on the sale of its share in a joint venture.

(8)	SEGMENTS

CNET's reporting structure has changed significantly over the period since
the acquisition of the ZDNet business.  After review of CNET's internal financial reporting
structure once the ZDNet business was fully integrated, it was determined that CNET's primary areas
of measurement and decision-making include three principal business segments.  Based upon the
criteria established by SFAS 131, "Disclosures about Segments of an Enterprise and Related
Information", CNET has determined that its business segments are U.S. Media, International Media and
Channel Services.  U.S. Media consists of an online network including sites providing sources of
technology information, as well as shopping services, a technology print publication, and a radio
broadcast providing technology news and information.  International Media includes the delivery of
online technology information and several technology print publications.  Channel Services includes
a licensed product database and an online technology marketplace for resellers, distributors and
manufacturers.



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

`(000's)                                    Three months ended June 30, 2002
                               -------------------------------------------------------
                                       International  Channel
                               U.S. Media  Media     Services     Other       Total
                               --------- ---------  ----------- ----------  ----------

   Revenues. . . . . . . . . .$  46,730 $   6,747 $      3,761 $        - $    57,238

   Operating expenses . . . .    51,879     8,681        5,094     26,695      92,349
                               --------- ---------  ----------- ----------  ----------
    Operating loss . . . . .  $  (5,149)$  (1,934)$     (1,333)$  (26,695) $  (35,111)
                               ========= =========  =========== ==========  ==========


                                              Three months ended June 30, 2001
                               -------------------------------------------------------
                                       International  Channel
                               U.S. Media  Media     Services     Other       Total
                               --------- ---------  ----------- ----------  ----------

   Revenues. . . . . . . . . .$  59,050 $   8,388 $      3,651 $        - $    71,089

   Operating expenses . . . .    68,596    12,009        6,284    216,007     302,896
                               --------- ---------  ----------- ----------  ----------
    Operating loss . . . . .  $  (9,546)$  (3,621)$     (2,633)$ (216,007) $ (231,807)
                               ========= =========  =========== ==========  ==========`

`Six months ended June 30, 2002
                               -------------------------------------------------------
                                       International  Channel
                               U.S. Media  Media     Services     Other       Total
                               --------- ---------  ----------- ----------  ----------

   Revenues. . . . . . . . . .$  93,833 $  11,827 $      7,230 $        - $   112,890

   Operating expenses . . . .   106,043    16,888       10,443     47,923     181,297
                               --------- ---------  ----------- ----------  ----------
    Operating loss . . . . .  $ (12,210)$  (5,061)$     (3,213)$  (47,923) $  (68,407)
                               ========= =========  =========== ==========  ==========


                                              Six months ended June 30, 2001
                               -------------------------------------------------------
                                       International  Channel
                               U.S. Media  Media     Services     Other       Total
                               --------- ---------  ----------- ----------  ----------

   Revenues. . . . . . . . . .$ 124,561 $  14,387 $      7,293 $        - $   146,241

   Operating expenses . . . .   140,392    22,296       11,044    431,782     605,514
                               --------- ---------  ----------- ----------  ----------
    Operating loss . . . . .  $ (15,831)$  (7,909)$     (3,751)$ (431,782) $ (459,273)
                               ========= =========  =========== ==========  ==========`



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

(9)	SUBSEQUENT EVENT

In conjunction with the ZDNet acquisition, CNET assumed a guarantee of the
obligations of Ziff Davis Media Inc., an unaffiliated company, under a New York City office lease for a
total of 399,773 square feet.  In connection with that guarantee, CNET also has a letter of credit for
$15.2 million outstanding as a security deposit.  As there is no present obligation to make any payments
in connection with this guarantee, CNET has not recorded any liability for this guarantee in its
financial statements.  This lease expires in 2019. The annual average cost per square foot is
approximately thirty dollars over the remaining term of the lease.  Through a sublease from Ziff
Davis Media Inc., CNET currently occupies 49,140 square feet of the office space covered under this
lease.  Ziff Davis Media Inc. currently occupies 206,176 square feet of this space.  There are two
additional sublessees, The Bank of New York and Softbank (a related party), who collectively occupy
a total of 144,457 square feet.  During the second quarter of 2002, Softbank subleased its 31,000
square feet to The Beanstalk Group.  According to an  August 12, 2002 Ziff Davis Media Inc. press release,
Ziff Davis Media announced that the company had received approval from its bondholders and bank lenders
for its out-of-court financial restructuring plan.  Some of the details of the restructuring plan can be
found at Ziff Davis Media's company website.

CNET also has an agreement with Ziff Davis Media Inc. through March 1, 2003 to
receive certain services (production, distribution, and circulation) related to the publication of
CNET's Computer Shopper print magazine.  CNET could obtain these services from other vendors should
CNET need to do so.





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

GENERAL

CNET Networks, Inc., the global source of technology and
commerce-related services, primarily for the technology industry, produces a branded, global
Internet network, print publications, a technology product database and radio programming for both
businesses and individuals. Using unbiased content as our platform, we have built marketplaces for
technology and consumer products, and, through our CNET Channel division, we are a provider of
information powering the computer and electronics sales and distribution channels.

We earn revenues from:

- sales of interactive messaging, banner and sponsorship advertisements on our
online network
- fees based on the number of our internet network users who click on an
advertisement or text link to visit the websites of our merchant partners, which we refer to as
"leads"
- advertising sales and licensing fees from our print publications and radio
programming
- revenues from licensing our CNET Channel product database
- subscriptions to our ChannelOnline product procurement service

Cost of revenues includes costs associated with the production and delivery of
our Internet channels, print publications, creation of our product database and related technology,
and our radio programming. The principal elements of cost of revenues for our operations are payroll
and related expenses for the editorial, production and technology staff, and costs for facilities
and equipment.

Sales and marketing expenses consist primarily of payroll and related expenses,
consulting fees and advertising expenses.  General and administrative expenses consist of payroll
and related expenses for executive, finance and administrative personnel, professional fees and
other general corporate expenses.

The acquisition of TechRepublic, Inc. (TechRepublic) in July 2001 served to
expand our network and contributed to revenues, cost of revenues and operating expenses beginning
with the third quarter of 2001. This acquisition was accounted for using the purchase method of
accounting, and the financial results of its operations are included in CNET's financial statements
beginning on the date of acquisition.

Subsequent to the acquisition of ZDNet which occurred in late 2000, we incurred
costs related to integrating the operations of ZDNet with our operations through the integration of
duplicative businesses.  As part of the integration process, we evaluated our staffing requirements
related to a more challenging business environment and focused on increasing efficiencies in our
operations.  We initiated reductions in our global workforce and have incurred additional expenses
as we continued to lower our cost structure through the discontinuance of several non-profitable or
non-growth areas of our Internet and broadcasting operations and the abandonment of certain leases.
We have referred to these costs as "integration costs".  These integration costs amounted to $2.9
million in the six months ended June 30, 2002 and were $3.3 million and $8.0 million in the three
and six months ended June 30, 2001, respectively, and are included in cost of revenues, sales and
marketing, and general and administrative expense, as more fully described below.  We do not
anticipate that we will incur additional integration costs in the future related to our past
acquisitions.

Additionally, we have invested in the creation of a standardized, global
technology platform to deliver content and advertising, enable commerce and create universal data
collection and registration systems aimed at long term cost reduction.  This investment is expected
to simplify our operations, build a scalable infrastructure, and create long term cost savings.

During the second quarter of 2002, we took actions to further simply our
organizational structure by realigning our business around key business categories.  Concurrent with
this realignment, we announced a 10% workforce reduction. Costs incurred in connection with this
realignment consist primarily of severance, lease abandonment charges and contract termination costs
and are referred to as "business realignment expenses".  These costs totaled $7.7 million for the
three and six months ended June 30, 2002.  We believe our integration and realignment efforts and
creation of a standardized, global technology platform will result in costs savings that will better
position us for a quicker return to profitability.

RESULTS OF OPERATIONS

Revenues



Total Revenues

Total revenues were $57.2 million and  $71.1 million for the three months
ended June 30, 2002 and 2001, respectively, and $112.9 million and $146.2 million for the six months
ended June 30, 2002 and 2001, respectively.  The decrease in revenues of $13.9 million and $33.4
million for the three and six months ended June 30, 2002, respectively, compared to the same periods
in 2001 was primarily attributable to the downturn in the economy, which began in 2001, and the
resulting market weakness.  In particular, the technology industry has experienced a significant
slowdown in economic activity, resulting in reductions in their advertising and marketing spending,
the primary source of our revenues. Although the economy experienced a retraction in early 2001, the full
impact was not felt until later in the year and continues into the current year.  Revenues for the three
and six months ended June 30, 2002 included revenues for TechRepublic, which was acquired in July
2001.

Internet Revenues

Internet revenues were $44.4 million and  $59.7 million and represented 77%
and 84% of total revenues for the three months ended June 30, 2002 and 2001, respectively, and were
$87.7 million and $126.4 million, representing 78% and 86% of total revenues for the six months
ended June 30, 2002 and 2001, respectively.  The decrease in revenues of $15.4 million and $38.6 for
the three and six months ended June 30, 2002, respectively, compared to the same periods in 2001 was
primarily due to the downturn in the economy, and particularly related to technology
advertising.

Publishing Revenues

Publishing revenues were $12.9 million and $11.4 million and represented 23%
and 16% of total revenues for the three months ended June 30, 2002 and 2001, respectively, and were
$25.2 million and $19.9 million, representing 22% and 14% of total revenues for the six months ended
June 30, 2002 and 2001, respectively.  The increase in revenues for the three months ended June 30,
2002 over the same period of prior year is due to the expansion of our operations in Asia, as well
as custom printing arrangements with Gateway Inc. in our U.S. operations.  The increase in revenues
for the six months ended June 30, 2002 over prior year is primarily due to the inclusion of
publishing revenues for our Asia operations for the full six-month period in 2002, whereas in prior
year quarter, these operations did not begin until the second quarter of 2001.

A portion of our revenues was received in the form of securities of our customers
amounting to approximately $1.1 million and $4.7 million for the three and six months ended June 30,
2001, respectively.  There were no such revenues received during the first half of 2002.  In
addition, for the three and six months ended June 30, 2002, approximately $2.9 million and $5.7
million of our revenues, respectively, were derived from barter transactions compared to $5.1
million and $11.0 million for the three and six months ended June 30, 2001, whereby we delivered
advertisements on our Internet channels in exchange for advertisements on the Internet sites of
other companies. These revenues and marketing expenses were recognized at the fair value of the
advertisements received and delivered, and the corresponding revenues and marketing expenses were
recognized when the advertisements were delivered.

Segment Revenues and Operating Expenses

For the three and six months ended June 30, 2002 as compared to the same
periods of the prior year, revenues have decreased for the U.S. Media and International Media
segments while they have remained relatively flat for Channel Services.  The decrease in revenues
for U.S. Media and International Media is primarily related to economic forces and the resulting
market weakness.  In particular, the technology industry has experienced a significant slowdown in
economic activity, resulting in reductions in their advertising and marketing spending, the primary
source of our revenues.

For the three and six months ended June 30, 2002, all three business segments
have decreased operating costs as compared to the same periods of prior year primarily as an effect
of headcount reductions and other cost saving measures.

Cost of Revenues

Total cost of revenues were $37.2 million and $45.3 million for the three
months ended June 30, 2002 and 2001, representing approximately 65% and 64% of total revenues,
respectively, and were $74.3 million and $88.0 million for the six months ended June 30, 2002 and
2001, representing 66% and 60% of total revenues, respectively.  The decrease in the cost of
revenues is primarily related to the headcount reductions offset by an increase due to the
TechRepublic acquisition in July 2001 and the commencement of Asia publishing operations in the
second quarter of 2001.  Approximately $535,000 of realignment costs and $765,000 million of
integration costs were included in cost of revenues for the three months ended June 30, 2002 and
2001, respectively.  For the six months ended June 30, 2002, $659,000 of business realignment
expenses and integration costs were included in cost of revenues, and for the six months ended June
30, 2001, $3.7 million of integration expenses were included.

Sales and Marketing

Sales and marketing expenses were $20.2 million and $34.4 million for the
three months ended June 30, 2002 and 2001, respectively, representing 35% and 48% of total revenues
for each of the periods, and were $41.0 and $73.5 million representing 36% and 50% of total revenues
for the six months ended June 30, 2002 and 2001, respectively.  The decrease in sales and marketing
expenses in the current year periods as compared to the same periods of prior year was primarily due
to a decrease in marketing spending and headcount reductions.  Approximately $327,000 of business
realignment expenses were included in sales and marketing expenses for the three months ended June
30, 2002 and $174,000 of integration costs were included in sales and marketing for the three months
ended June 30, 2001.  Approximately $339,000 of business realignment expenses and integration costs
were included in sales and marketing expenses for the six months ended June 30, 2002, and $496,000
of integration costs were included in sales and marketing for the six months ended June 30, 2001.

General and Administrative

General and administrative expenses were $16.0 million and $10.5 million for
the three months ended June 30, 2002 and 2001, representing 28% and 15% of total revenues for each
of the periods, respectively, and were $28.7 million and $20.1 million, or 25% and 14% of total
revenues, for the six months ended June 30, 2002, respectively.  Approximately $6.9 million of
business realignment expenses were included in general and administrative expenses for the three
months ended June 30, 2002, and $2.3 million of integration costs were included in general and
administrative for the three months ended June 30, 2001.  Approximately $9.7 million of business
realignment expenses and integration costs and $3.7 million of integration costs were included in
general and administrative for the six months ended June 30, 2002 and 2001, respectively.  The
majority of the business realignment expense incurred in the second quarter of 2002 consisted of
$4.5 million in severance costs and $2.2 million in lease abandonment costs.

Goodwill and Intangible Assets Amortization

Intangible assets amortization expense was $12.2 million and $24.2 million
for the three and six months ended June 30, 2002.  Goodwill and intangible assets amortization
expenses were $206.8 million and $412.3 million for the three and six months ended June 30, 2001,
respectively.  Effective January 1, 2002, we adopted the provisions of Statement of Financial
Accounting Standards (SFAS) 142, "Goodwill and Other Intangible Assets".  Under SFAS 142, goodwill
is no longer amortized.  If the non-amortization provisions of SFAS 142 had been effective in 2001,
net loss and basic and diluted net loss per share for the three months ended June 30, 2001 would
have been $24.8 million and $0.18, respectively, and for the six months ended June 30, 2001 would
have been $148.0 million and $1.09, respectively.

We have completed our adoption of SFAS 142 at our implementation date, and have
concluded that no goodwill impairment existed as of that date.  However, given the recent declines
in the equity markets and in our stock price, we intend to monitor the situation closely.  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.  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.  Should it become
evident that an impairment in goodwill has arisen in some or all of our reporting units as a result
of such a change, an adjustment for goodwill impairment may be required at a future date, the amount
of which has not yet been determined.

Realized Gain and Loss on Sales of Investments

We had a gain on sales of investments of $98,000 and $909,000 for the three
months ended June 30, 2002 and 2001, respectively, and $2.4 million and $9.1 million for the six
months ended June 30, 2002, respectively.  We had a loss on the sales of investments of $47,000 for
the three months ended June 30, 2002 as compared to $1.4 million for the three months ended June 30,
2001. For the six months ended June 30, 2002, loss on sales of investments was $73,000 and $8.1
million, respectively.  The decrease in realized gain and loss on sales of investments in the three
and six months ended June 30, 2002 compared to prior year resulted primarily from a decrease in the
amount of securities sold in the present periods versus the prior year periods.  Approximately $2.3
million of the gain realized in 2002 was from the sale of our share in a joint venture.

Realized Loss on Impairment of Investments

We had a realized loss on impairment of public investments of $154,000 for
both the three and six month periods ended June 30, 2002 and of $1.4 million and $26.8 million for
the three and six months ended June 30, 2001, respectively. We had a realized loss on impairment of
private investments of $500,000 for the three months ended June 30, 2002 and of $8.1 million and
$89.3 million for the six months ended June 30, 2002 and 2001, respectively.

Income Taxes

We recorded an income tax benefit of $11.3 million and $17.3 million for the
three months ended June 30, 2002 and 2001, respectively.  For the six months ended June 30, 2002, we
had an income tax benefit of $20.3 million and $42.2 million.  Management believes that sufficient
uncertainty exists regarding the future realization of deferred tax assets and, accordingly, a
valuation allowance has been provided against the gross deferred tax assets to properly reflect only
recoverable taxes.

In March 2002, Congress enacted the Job Creation and Worker Assistant Act.
Through the enactment of this act, losses generated in 2001 and 2002 may be carried back over a
five-year period.  The losses generated by us in these periods have been carried back to offset
taxes paid in 1999 and 2000.  Approximately $31.7 million of recoverable taxes were refunded to us
in the second quarter of 2002.  As of June 30, 2002, all recoverable taxes have been realized.  No
tax benefit for additional losses experienced in 2002 is expected to be recorded in 2002.

Net Loss

We recorded a net loss of $25.8 million or $0.19 per diluted share and of
$56.9 million or $0.41 per diluted share for the three and six months ended June 30, 2002,
respectively, compared to a net loss of $218.1 million or $1.60 per diluted share and of $534.7
million or $3.93 per share for the three and six months ended June 30, 2001.  The decrease in the
current periods net loss as compared to the same periods of the prior year resulted primarily from
the cessation of amortization of goodwill upon the adoption of SFAS 142 in 2002, the greater
realized loss on the impairment of our privately held investments in prior year, and the realized
loss on the impairment of our marketable equity investments in prior year.

RECENT ACCOUNTING PROUNOUNCEMENTS

In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections".   In addition to
rescinding FASB 4 and 44 and amending existing authoritative pronouncements to make various
technical corrections, clarify meanings, or describe applicability under changed conditions, this
statement amends FASB 13 to eliminate an inconsistency between the required accounting for sale-
leaseback transactions and the required accounting for certain lease modifications that have
economic effects that are similar to sale-leaseback transactions.  The provisions of SFAS 145 are
effective for fiscal years beginning after May 31, 2002.  CNET is currently analyzing SFAS 145 to
determine its impact on CNET's consolidated financial statements.

In June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with
Exit or Disposal Activities".  This statement supercedes Emerging Issues Task Force (EITF) Issue 94-
3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)".  SFAS 146 requires that a liability
for a cost associated with an exit or disposal activity be recognized and measured initially at fair
value only when the liability is incurred.  Under EITF 94-3, a liability for an exit cost was
recognized at the date of an entity's commitment to an exit plan.  Under SFAS 146, the FASB has
concluded that an entity's commitment to a plan does not necessarily create a present obligation to
others that meets the definition of a liability.  The provisions of SFAS 146 are effective for exit
and disposal activities initiated after December 31, 2002.  CNET is currently analyzing SFAS 146 to
determine its impact on CNET's consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2002, we had cash and cash equivalents of $94.1 million
compared to $93.4 million on December 31, 2001. In addition, on June 30, 2002 we had investments in
short and long-term marketable debt securities of $112.9 million, as well as restricted cash of
$15.8 million compared to $123.5 million in short and long term marketable debt securities and
restricted cash of $16.3 at December 31, 2001. Net cash used in operating activities of $4.3 million
for the six months ended June 30, 2002 included a net loss of $56.9 million offset by losses on
sales and impairment of investments of $5.9 million and depreciation and amortization totaling $37.3
million.  Net cash used by operating activities of $44.9 million for the six months ended June 30,
2001 included a net loss of $534.7 million offset by losses on sales and impairment of investments
of $115.1 million and depreciation and amortization of $425.3 million.

Net cash provided by investing activities of $1.1 million for the six months
ended June 30, 2002 was primarily attributable to proceeds from the sale of marketable debt
securities offset by purchases of marketable debt and equity securities and capital expenditures.
Net cash provided by investing activities of $51.9 million for the six months ended June 30, 2001
was primarily attributable to the sale of marketable debt and equity securities offset by purchases
of marketable and equity securities, investments in privately held companies, and capital
expenditures.

Cash provided by financing activities of $3.5 million and of $10.5 million for
the six months ended June 30, 2002 and 2001, respectively, was attributable to proceeds from the
issuance of common stock through the exercise of options and warrants.

Capital expenditures are expected to be approximately $20.0 million for 2002.  We
believe that existing funds will be sufficient to meet our anticipated cash needs for working
capital and capital expenditures for the next 12 months.  We do not anticipate the need for
additional funding in the foreseeable future.  Although we have not presently identified alternate
or additional sources of long-term capital, if our cash needs were to change, we may consider
raising additional capital through debt or equity offerings in the public or private markets.  As of
June 30, 2002, we had obligations outstanding under notes payable totaling $177.0 million. Notes
payable included $172.9 million of 5% Convertible Subordinated Notes, due March 2006.  Such
obligations were incurred to obtain proceeds for general corporate purposes and to finance
acquisitions. CNET's obligations with respect to the 5% convertible subordinated notes due 2006 can be
found in the Indenture for such notes filed as Exhibit 10.40 to CNET's Annual Report on 10-K for the year
ended December 31, 1998.

On April 30, 2002, CNET acquired intellectual property and certain other assets
of Upgradebase.com, Inc. and Vendorbase.com, Inc. On May 3, 2002, CNET acquired intellectual
property and certain other assets of Smartshop.com, Inc. The total purchase price for all three
acquisitions was $5.3 million. A total of $4.0 million was paid in cash with the remainder
outstanding under notes payable that are to be paid within a year of the acquisitions.

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 bad debts,
investments, goodwill and intangible assets, lease abandonment, income taxes, contingencies and
litigation.  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:

- Persuasive evidence of an arrangement exists
- Delivery of our obligation to our customer has occurred
- The price to be charged to the buyer is fixed or determinable
- 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.

We recognize revenues from the sale of our interactive messaging and banner
advertisements on our online network in the period in which the advertisements are delivered.  The
arrangements are evidenced either by insertion order or contract, which 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 without regard
to the discount.

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 "leads".  For leads,
the arrangement is evidenced by a contract that stipulates the lead fee.  The fee becomes fixed and
determinable upon delivery of the lead.  These revenues are recognized in the period in which the
leads are delivered to the merchant, and are therefore not subject to refund.

Advertising revenues from our print publications are recognized in the month that
the related publications are sent to subscribers or become available at newsstands.  Revenues for
subscriptions to these publications are recognized on a straight-line basis over the subscription
period.  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.

Customers of CNET Channel enter into contracts that allow access to the product
database and product procurement services for a specified period of time.  Upon execution of a
contract and billing for the services, we record deferred revenue for the entire fee.  This deferred
revenue is recognized on a straight-line basis over the period of the arrangement.   The amounts
under the contract are not refundable after the customer has used the service.

On occasion, we enter into revenue arrangements that involve both customers and
other unrelated third parties.  We determine whether to recognize such revenues on a gross or net
basis depending on whether we are the primary obligor, determine the pricing, bear the financial
risk and other factors outlined in the FASB EITF 99-19, "Reporting Revenue Gross as a Principal
versus Net as an Agent".

We trade advertising on our Internet sites in exchange for advertisements on the
Internet sites of other companies.  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-trade deals within the previous six-month period.

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.

Carrying value of investments

We identify and record impairment losses on investments when events and
circumstances indicate that such decline in fair value is other-than-temporary. This review and
evaluation process is performed on an ongoing basis for all marketable equity securities owned by
us.  Declines in value of marketable equity securities are determined to be other-than-temporary
when the securities have consistently traded below carrying value for a nine-month period, and
general market conditions or specific circumstances relating to a security indicate that the
security will not recover its carrying value.  Additionally, impairment is assessed routinely on
privately held investments based, where possible, on the pricing of new rounds of financing for the
individual company, cash resources, liquidity, and other subjective factors such as, our estimate of
the strength of the underlying business and assets including technology and intangibles.  If an
other-than-temporary decline is believed to have occurred based on our assessment of these factors,
the investment is further evaluated, and if found necessary, an impairment charge is recorded.
Future adverse changes in market conditions or poor operating results of underlying investments
could result in losses or an inability to recover the carrying value of the investments, possibly
requiring an impairment charge in the future.

Goodwill and intangibles impairment

In July 2001, the FASB issued SFAS 141, "Business Combinations", and SFAS
142, "Goodwill and Other Intangible Assets".  SFAS 141 requires that the purchase method of
accounting be used for all business combinations subsequent to June 30, 2002 and specifies criteria
for recognizing intangible assets acquired in a business combination.  SFAS 142 requires that
goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be
tested for impairment at least annually.  Intangible assets with definite useful lives will continue
to be amortized over their respective estimated useful lives.  The implementation of SFAS 141 has
not had a material impact on our consolidated financial position, liquidity or results of
operations.  Effective January 1, 2002 under SFAS 142, goodwill is no longer amortized.  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 June 30, 2001 fell under the condition of
SFAS 142 requiring that no amortization of goodwill arising from transactions completed after June
30, 2001.  Therefore, goodwill arising from any such transaction has not been amortized.

As part of the transition provisions of SFAS 142, we were required to review for
impairment all previously recognized intangible assets that have been determined to have indefinite
useful lives.  As of June 30, 2002, we have completed this transition impairment testing.  We have
identified our reporting units as follows:  U.S. Media (excluding Computer Shopper), Computer
Shopper, Channel Services, Asia and Europe.  We have performed the transition impairment tests by
comparing the carrying amount of each reporting unit's net assets, including goodwill, to the fair
value of each reporting unit having goodwill.  In no instance did the carrying amount of a reporting
unit exceed its fair value as of January 1, 2002, and therefore, we have determined that there is no
impairment resulting from these transitions tests.  On an ongoing basis, CNET 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.

Additionally, 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 book value to the estimated undiscounted (and without
interest charges) future cash flows for that 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.

Lease abandonment

During the third and fourth quarters of 2001, we completed an evaluation of
our real estate requirements taking into account the workforce reductions that had occurred, the
completion of our new facility in San Francisco, and redundant facilities elsewhere within the U.S
and internationally.  This evaluation resulted in the consolidation or abandonment of several leased
facilities.  Due to the decline in the commercial real estate markets in these locations, it is
expected that these leased facilities will be vacant for several quarters, and once they are
subleased, it will be at rates below current contractual requirements.  We recorded a charge related
to the abandonment, based on the difference between the expected cash outflows and the expected cash
inflows related to these vacated properties.If there is a further decline in the commercial
real estate markets, if it takes longer to sublet the facilities than expected, if these facilities
when sublet are subleased at rates lower than our current estimates or if additional properties are
abandoned, the amounts we will ultimately realize could be materially different from the amounts
assumed in arriving at our estimate of the costs of the lease abandonment.

Deferred Income Taxes

We record a valuation allowance to reduce our deferred tax assets to the
amount that is more likely than not to be realized based on our estimate of future taxable income
and prudent and feasible tax planning strategies.  If events were to occur in the future, which are
currently not contemplated in our current estimates, that would allow us to realize more of our
deferred tax assets than the presently recorded net amount, an adjustment to the deferred tax asset
would increase income when those events occurred.  Conversely, if we were to determine that we would
not be able to realize all or part of our net deferred tax asset in the future, an adjustment to the
deferred tax asset would result in a charge to income in the period in which such determination was
made.

Contingencies

We evaluate whether a liability must be recorded for contingencies based on
whether a liability is probable and estimable.  Our most significant contingencies are related to
our ongoing mySimon litigation and our lease guarantee for office space in New York City (as
described in Item 3 - " Legal Proceedings" and Note 11 of Item 8 - "Financial Statements" in our
Annual Report on Form 10-K, respectively, also see Note 9 "Subsequent Event" herein).  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.  In regards to the ongoing mySimon litigation, it is not possible to
predict whether the jury's damages award will be reinstated on appeal or the amount of damages
attributable to corrective advertising that could be awarded in a re-trial; however such amounts, if
settled adversely to us, could be material to our results of operations and financial condition.

Cyclicality

We believe that advertising sales on the Internet, as well as in traditional
media fluctuate significantly with economic cycles and during the calendar year with spending being
weighted towards the fourth quarter. Advertising expenditures account for a majority of our
revenues.  Fluctuations in advertising expenditures generally, or with respect to Internet-based
advertising specifically, could therefore have a material adverse effect on our business, financial
condition or operating results. We may also experience fluctuations during the calendar year in
connection with our lead-based shopping services, which may reflect trends in the retail
industry.

Special Note Regarding Forward-Looking Statements and Risk Factors

Certain statements in this Quarterly Report on Form 10-Q contain "forward-
looking statements." 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 to merchants, future
expenses, future operating margins and other future or expected performance are subject to the
following risks: a continued or worsening slowdown in advertising spending on the Internet in
general, especially in the technology sector, or on CNET's properties in particular, which could be
prompted by continuing weakness in corporate or consumer spending or other factors; failure of
existing advertisers to meet their advertising commitments; the need for further costs reductions,
which could increase severance costs and negatively impact operating income; the risk that projected
cost-reduction initiatives will not be achieved due to implementation difficulties or contractual
spending commitments that cannot be reduced; the risk that cost reduction efforts will result in a
loss of revenues due to a decrease in resources dedicated to generating revenues; the further
weakening of the U.S. dollar, which could increase operating losses; the acquisition of businesses
or the launch of new lines of business, which could decrease our cash position and increase
operating expense and dilute operating margins; the inability to attract new customers for our
Channel Services products; disruption of our service due to the failure of key infrastructure
providers or in connection with the transfer of our systems to new providers; the failure of CNET's
users to adopt new paid service offerings; costs associated with our initiatives to standardize our
technology platforms or our failure to successfully complete those initiatives; the impact of
political and economic conditions due to the recent terrorist attacks in the U.S., the threat of
future terrorism in the U.S. and abroad, and armed conflict in the U.S. and abroad; 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, 2001 and subsequent Forms 8-K, our
Registration Statement on Form S-3 as filed with the Securities and Exchange Commission on September
19, 2001, as well as our definitive proxy statement dated May 2, 2002 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 U.S. 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

Certain forecasted transactions and assets are exposed to foreign currency
risk.  We monitor our foreign currency exposures regularly to assess our risk and to determine if we
should hedge our currency positions.



PART II.	OTHER INFORMATION

ITEM 1.	Legal Proceedings.

There have been no significant developments in our legal proceedings as disclosed
in Item 3 -  "Legal Proceedings" of our Annual Report on Form 10-K.

ITEM 2.	Changes in Securities and Use of Proceeds.  None.

ITEM 4.	Submission of Matters to a Vote of Security Holders.

On June 12, 2002, CNET held its annual meeting of stockholders at which Mitchell
Kertzman and Randall Mays were re-elected as Class III directors. 124,454,638 votes were cast for
Mitchell Kertzman and 3,067,765 votes were withheld.  123,911,711 votes were cast for Randall Mays
and 3,610,692 votes were withheld.  Shelby Bonnie, John "Bud" Colligan, Eric Hippeau and Eric
Robinson continued as directors following the meeting.



109,122,014 votes were cast in favor of the amendment of CNET's stock option
plans to permit the exchange of options having a strike price greater than $12.00 per share for a
lesser number of new options to be granted at least six months and one day from the cancellation of
surrendered options, 17,891,863 votes were cast against, and 508,526 votes abstained.



126,410,236 votes were cast in favor of the ratification of the appointment of
KPMG LLP, 1,068,899 votes were cast against, and 43,268 votes abstained.

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

1. Exhibits
2. Reports on Form 8-K.

Current Report on Form 8-K dated April 24, 2002 was filed on April 24, 2002, Item
5. - "Other Items", which reported the resignation of Dan Rosensweig as president and director of
CNET.



Current Report on Form 8-K dated April 30, 2002 was filed on May 2, 2002, Item 5.
- "Other Items", which reported CNET's financial results for the quarter ended March 31, 2002 and
provided guidance for the fiscal year 2002.



Current Report on Form 8-K dated June14, 2002 was filed on June 14, 2002, Item 5.
- "Other Items", which reported stockholder's approval of the amendment of CNET's stock option
plans.



Current Report on Form 8-K dated June 27, 2002 was filed on June 28, 2002, Item
9. - "Regulation FD Disclosure", which reported CNET's alignment of its organization around six key
business categories and a concurrent approximate ten percent reduction of global workforce and
provided revised financial guidance for the second quarter of 2002.







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. Woodrum                               
|                        | Executive Vice President,
Chief Financial Officer
|                        |                                                  
|Dated:  August 13, 2002 |                                                  











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EXHIBIT INDEX

|Exhibit Number | Title                                   
|-------------- | ----------------------------------------
|99.1           | Certification of Chief Executive Officer
|Exhibit Number | Title                                   
|99.2           | Certification of Chief Financial Officer

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