---

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

# FORM 10-Q

(Mark
One)

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

# For the Quarterly
Period Ended March 31, 2006

# OR

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

# For the transition
period from ________to _________

# Commission file number
0-20939

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

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

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

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

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

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

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

As of May 1, 2006 there were 149,904,257 shares of the registrants common stock
outstanding.

---

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

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

See accompanying notes to the
condensed consolidated financial statements.

---

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

|                                                    | March 31,
2006 | December 31,
2005
|--------------------------------------------------- | -------------- | -----------------
|ASSETS                                              |                |                  
|Current Assets:                                     |               
|Cash and cash equivalents                           |                | $      74,158    
|Investments in marketable debt securities           |                | 52,270           
|Accounts receivable, net                            |                | 64,903           
|Other current assets                                |                | 12,633           
|                                                    |                |                  
|Total current assets                                |                | 203,964          
|Restricted cash                                     |                | 2,248            
|Investments in marketable debt securities           |                | 9,833            
|Property and equipment, net                         |                | 60,289           
|Other assets                                        |                | 16,736           
|Intangible assets, net                              |                | 33,947           
|Goodwill                                            |                | 130,187          
|                                                    |                |                  
|Total assets                                        |                | $    457,204     
|                                                    |                |                  
|LIABILITIES AND STOCKHOLDERS' EQUITY                |               
|Current liabilities:                                |               
|Accounts payable                                    |                | $        8,113   
|Accrued liabilities                                 |                | 45,660           
|Current portion of long-term debt                   |                | 2,629            
|                                                    |                |                  
|Total current liabilities                           |                | 56,402           
|Non-current liabilities:                            |               
|Long-term debt                                      |                | 139,114          
|Other liabilities                                   |                | 761              
|                                                    |                |                  
|Total liabilities                                   |                | 196,277          
|Stockholders' equity:                               |               
|Common stock; $0.0001 par value; 400,000,000 shares |               
|authorized; 149,716,508 outstanding at              |               
|March 31, 2006 and 149,067,597 outstanding          |               
|at December 31, 2005                                |                | 15               
|Additional paid-in-capital                          |                | 2,761,226        
|Accumulated other comprehensive loss                |                | (13,546          
|Treasury stock, at cost                             |                | (30,453          
|Accumulated deficit                                 |                | (2,456,315       
|                                                    |                |                  
|Total stockholders' equity                          |                | 260,927          
|                                                    |                |                  
|Total liabilities and stockholders' equity          |                | $    457,204     
|                                                    |                |                  

See accompanying notes to the
condensed consolidated financial statements.

---

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

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

See accompanying notes to the
condensed consolidated financial statements.

---

# CNET NETWORKS, INC.NOTES
 TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2006

# (1) BASIS OF FINANCIAL
STATEMENTS

BUSINESS AND BASIS OF
PRESENTATION

CNET Networks, Inc. is a worldwide
media company and creator of authentic brand experiences in multiple content categories.
CNET Networks operates websites, each with its own distinct brand, in four content
categories: technology, games and entertainment, business and community. The technology
category is anchored by brands such as CNET, CNET Download.com, and CNET News.com. The
games and entertainment category primarily consists of the GameSpot, TV.com and MP3.com
brands. Industry leading brands such as ZDNet, TechRepublic, BNET and Release 1.0 are
components of the business category. Community is anchored by the Webshots brand. Many of
CNET Networks international sites operate under the same brands as our U.S. sites,
with additional brands represented, such as ZOL, PCHome and Silicon. CNET Networks was
incorporated in the state of Delaware in December 1992.

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

The condensed consolidated results of
operations for the three months ended March 31, 2006 are not necessarily indicative of the
results to be expected for the current year or any other future period.

SIGNIFICANT ACCOUNTING
POLICIES

There have been no significant
changes in CNET Networks significant accounting policies during the three months
ended March 31, 2006 as compared to what was previously disclosed in CNET Networks
Annual Report on 10-K for the year ended December 31, 2005, except as noted below.

CONCENTRATION OF CREDIT
RISK

Financial instruments potentially
subjecting CNET Networks to concentrations of credit risk consist primarily of cash, cash
equivalents, marketable debt securities and trade accounts receivable. CNET Networks
invests excess cash in low risk, liquid instruments. The majority of CNET Networks
accounts receivable is derived from sales to advertising agencies, located in the United
States. CNET Networks closely monitors its outstanding receivable balances on an ongoing
basis.

Revenues from one customer, Google,
Inc., approximated 10% of total revenues for the three months ended March 31, 2006. There
were no revenues exceeding 10% of total revenues for the three months ended March 31,
2005. Approximately 5% of CNET Networks accounts receivable balance at March 31,
2006 is due from Google, Inc.

INCOME TAXES

CNET Networks records a tax provision
for the anticipated tax consequences of the reported results of operations. In accordance
with Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes, the provision for income taxes is computed using the asset and liability
method, under which deferred tax assets and liabilities are recognized for the expected
future tax consequences of temporary differences between the financial reporting and tax
bases of assets and liabilities, and for the operating losses and tax credit
carryforwards. Deferred tax assets and liabilities are measured using the currently
enacted tax rates that apply to taxable income in effect for the years in which those tax
assets are expected to be realized or settled. CNET Networks records a valuation allowance
to reduce deferred tax assets to the amount that is believed more likely than not to be
realized. Management believes that sufficient uncertainty exists regarding the future
realization of deferred tax assets and, accordingly, a full valuation allowance has been
provided against net deferred tax assets. Tax expense has taken into account any change in
the valuation allowance for deferred tax assets where the realization of various deferred
tax assets is subject to uncertainty.

STOCK-BASED COMPENSATION

Prior to the adoption of Statement of
Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment,
(SFAS 123(R)), CNET Networks accounted for stock-based awards to employees and
directors using the intrinsic value method in accordance with Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees (APB
25). Under the intrinsic value method that was used to account for stock-based
awards prior to January 1, 2006, which had been allowed under the original provisions of
Statement 123, no stock compensation expense had been recognized in CNET Networks
statement of operations as the exercise price of CNET Networks stock options granted
to employees and directors equaled the fair market value of the underlying stock at the
date of grant.

On January 1, 2006, CNET Networks
adopted SFAS 123(R) which requires the measurement and recognition of compensation expense
for all share-based awards made to employees and directors, including employee stock
options and employee stock purchases, based on estimated fair values. SFAS 123(R)
supersedes CNET Networks previous accounting for share-based awards under APB 25 for
periods beginning in 2006. In March 2005, the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 107 (SAB 107) relating to SFAS 123(R). CNET
Networks has applied the provisions of SAB 107 in its adoption of SFAS 123(R). CNET
Networks adopted SFAS 123(R) using the modified prospective transition method, which
requires the application of the accounting standard as of the beginning of CNET
Networks current year. CNET Networks financial statements as of and for the
three months ended March 31, 2006 reflect the impact of SFAS 123(R). In accordance with
the modified prospective transition method, CNET Networks financial statements for
prior periods have not been restated to reflect, and do not include, the impact of SFAS
123(R).

Stock compensation expense recognized
during the period is based on the value of share-based awards that are expected to vest
during the period. Stock compensation expense recognized in CNET Networks statement
of operations for 2006 includes compensation expense related to share-based awards granted
prior to January 1, 2006 that vested during the current period based on the grant date
fair value estimated in accordance with the pro forma provisions of SFAS 123. Stock
compensation expense during the current period also includes compensation expense for the
share-based awards granted subsequent to January 1, 2006 based on the grant date fair
value estimated in accordance with the provisions of SFAS 123(R). As stock compensation
expense recognized in the statement of operations is based on awards ultimately expected
to vest, it has been reduced for estimated forfeitures. SFAS 123(R) requires forfeitures
to be estimated at the time of grant and revised, if necessary, in subsequent periods if
actual forfeitures differ from those estimates.In the CNET Networks pro
forma information required under SFAS 123 for the periods prior to 2006, forfeitures were
estimated and factored into the expected term of the options.

CNET Networks determination of
estimated fair value of share-based awards utilizes the Black-Scholes option-pricing
model. The Black-Scholes model is affected by CNET Networks stock price as well as
assumptions regarding a number of highly complex and subjective variables. These variables
include, but are not limited to, CNET Networks expected stock price volatility over
the term of the awards, and actual and projected employee stock option exercise behaviors.

SFAS 123(R) requires the calculation
of the beginning balance of the pool of excess tax benefits (additional paid in capital
pool or APIC pool) available to absorb tax deficiencies recognized subsequent
to its adoption. SFAS 123(R) states that this beginning APIC pool shall include the net
excess tax benefits that would have arisen had the company adopted the original Statement
123. FASB Staff Position (FSP) 123(R)-3 provides a simplified method for
determining this APIC pool, which CNET Networks may elect to adopt up to one year from its
initial adoption of SFAS 123(R). CNET Networks has not yet determined whether to elect the
simplified method for determining its APIC pool as provided in FSP No. 123(R)-3.

NET INCOME (LOSS) PER
SHARE

Basic net income (loss) per share is
computed using the weighted average number of outstanding shares of common stock and
diluted net income (loss) per share is computed using the weighted average number of
outstanding shares of common stock and dilutive potential common shares during the period.
Potential common shares that are anti-dilutive are excluded from the computation of
diluted net income (loss) per share.

Statement of Financial Accounting
Standards No. 128, Earnings per Share, requires that employee equity
share options, nonvested shares and similar equity instruments granted by the CNET
Networks be treated as potential common shares outstanding in computing diluted earnings
per share. Diluted shares outstanding include the dilutive effect of in-the-money options
which is calculated based on the average share price for each fiscal period using the
treasury stock method. Under the treasury stock method, the amount the employee must pay
for exercising stock options, the amount of compensation cost for future service that CNET
Networks has not yet recognized, and the amount of benefits that would be recorded in
additional paid-in capital when the award becomes deductible are assumed to be used to
repurchase shares.

RECLASSIFICATIONS

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

(2)
DISCONTINUED OPERATIONS

On February 2, 2006, CNET Networks
sold its Computer Shopper magazine business to SX2 Media Labs LLC. The Computer Shopper
magazine business was part of the U.S. Media segment. In accordance with the provisions of
SFAS 144, CNET Networks has accounted for this disposal as a discontinued operation. The
results of this business in all periods has been reclassified from continuing operations
and shown as discontinued operations on the statement of operations. Upon completion of
the sale in the first quarter of 2006, CNET Networks recorded a gain of $507,000
associated with the sale, which is also included in discontinued operations.

Following is summarized financial
information for Computer Shopper:

|(in thousands)                                           | Three Months Ended March 31,
|-------------------------------------------------------- | ----------------------------
|
|Revenues                                                 |                             
|                                                         |                             
|Net operating income (loss) from discontinued operations |                             
|Gain on sale, net of income tax expense                  |                             
|                                                         |                             
|Income from discontinued operations, net of tax          |                             
|                                                         |                             
|Basic and diluted income                                 |                             
|per share of discontinued operations                     |                             
|                                                         |                             

(3)
GOODWILL AND INTANGIBLE ASSETS

# Acquired Intangible
Assets

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

|(in thousands)               | March 31, 2006 | December 31, 2005
|---------------------------- | -------------- | -----------------
|
|Amortized intangible assets: |                |                  
|Tradename/trademarks         |                | $38,250          
|Existing relationships       |                | 15,411           
|Developed technology         |                | 8,475            
|Content                      |                | 3,358            
|Other                        |                | 2,835            
|                             |                |                  
|Total                        |                | $68,329          
|                             |                |                  

Intangibles that are subject to
amortization are amortized on a straight-line basis and have original estimated useful
lives as follows: tradenames/trademarks over two to fifteen years, existing relationships
over three to seven years, developed technology over three years, content over three
years, and other over two to five years. Useful lives are reviewed regularly to ensure
that a change in circumstances has not occurred that would result in a change in useful
life. Estimated future amortization expense related to other intangible assets at March
31, 2006 is as follows:

|(in thousands)    | 
|----------------- | 
|Remainder of 2006 | 
|2007              | 
|2008              | 
|2009              | 
|2010              | 
|Thereafter        | 
|                  | 
|                  | 
|                  | 

# Goodwill

The following table sets forth the
changes in goodwill for the three months ended March 31, 2006:

|(in thousands)                  | Total | U.S.
Media | Computer
Shopper | Channel
Services | Asia | Europe
|------------------------------- | ----- | ---------- | ---------------- | ---------------- | ---- | ------
|Balance as of December 31, 2005 |       | $ 131,694  |                  | $ 97,819         |      | $ 660 
|Disposals and foreign           |      
|translation adjustments         |       | (1,507     | )                | (876             | )    | (660  
|                                |       |            |                  |                  |      |       
|Balance as of March 31, 2006    |       | $ 130,187  |                  | $ 96,943         |      | $   --
|                                |       |            |                  |                  |      |       

The U.S. Media and Channel Services reporting units operate in
our U.S. Media segment, as well as the Computer Shopper business until its sale in the
first quarter of 2006, and the Asia and Europe reporting units operate in our
International segment. As a result of the sale of the Computer Shopper business, Computer
Shopper will no longer be a reporting unit.

The decrease in goodwill in 2006 is
due to the sale of our Computer Shopper business and the sale of an equity investment.

# (4) EMPLOYEE STOCK
BENEFIT PLANS

EMPLOYEE STOCK PURCHASE
PLAN

In July 1996, CNET Networks adopted
an Employee Stock Purchase Plan that covers substantially all domestic employees, whereby
participants may elect to purchase CNET Networks stock. The purchase price varies
each quarter and is 85% of the lower of the closing price at the beginning of the quarter
and the closing price at the end of the quarter for the first and third quarters of the
year or the lower of the closing price at the beginning of the prior quarter and the
closing price at the end of the current quarter for the second and fourth quarters of the
year. Employee contributions consist of a percentage of their compensation. The maximum
percentage of compensation that an employee may contribute to purchase CNET Networks stock
is 15% subject to a limitation of $25,000 (of total value) in a calendar year. A total of
32,952 shares where purchased for the quarter ended March 31, 2006. The number of shares
available for purchase under the Employee Stock Purchase Plan at March 31, 2006 was
5,041,994.

EMPLOYEE STOCK OPTION
PLANS

Stock Option Program
Description

As of March 31, 2006, CNET Networks
had the following stock option incentive plans:

|Plan Name                          | Number of
Shares
Authorized | Number of
Shares
Outstanding | Number of
Shares Available
for Grant
|---------------------------------- | --------------------------- | ---------------------------- | ------------------------------------
|Shareholder-approved Plans         |                             | 33,400,000                   |                                     
|Plans not approved by shareholders |                             | 8,827,357                    |                                     
|Assumed Plans                      |                             | NA                           |                                     
|                                   |                             |                              |                                     
|Total                              |                             |                              |                                     
|                                   |                             |                              |                                     

Stock options for the 1994 Stock
Option Plan, the CNET 1997 Stock Option Plan, the CNET 2000 Stock Incentive Plan, and the
CNET 2004 Incentive Stock Plan were approved by the shareholders. Stock options for the
2001 CNET Networks, Inc. Stock Incentive Plan and the TwoFold Photos, Inc. 2003 Common
Stock Incentive Plan were not approved by the shareholders. Assumed plans are stock option
plans that CNET Networks assumed in connection with various acquisitions. All stock
options are granted with an exercise price equal to the fair market value at the date of
grant. All stock options have terms of 10 years, except for options issued to employees in
Switzerland which have a term of 12 years, and generally vest and become fully exercisable
four years from the date of grant. The vesting schedule for the stock option plans is
usually as follows: 25% of the grant vests upon one year from date of grant with the
remainder of the grant vesting in 36 equal monthly installments after one year from date
of grant.

General Option Information

The following is a summary of changes
to outstanding stock options during the three months ended March 31, 2006:

|(in thousands, except share and per share data)Options | Number of
Share Options | Weighted Average
Exercise Price | Weighted Average
Remaining
Contractual Term | AggregateIntrinsic
Value
|------------------------------------------------------ | ----------------------- | ------------------------------- | ------------------------------------------- | ------------------------
|Outstanding at December 31, 2005                       |                         | 18,959,448                      |                                             | $9.99                   
|                                                       |                         |                                 |                                             |                         
|Granted                                                |                         | 196,200                         |                                             | 13.87                   
|Exercised                                              |                         | (615,959                        | )                                           | 6.31                    
|Forfeited or expired                                   |                         | (466,960                        | )                                           | 9.77                    
|                                                       |                         |                                 |                                             |                         
|Outstanding at March 31, 2006                          |                         | 18,072,729                      |                                             | $10.16                  
|                                                       |                         |                                 |                                             |                         
|Vested and expected to vest                            |                        
|at March 31, 2006                                      |                         | 16,177,222                      |                                             | $10.10                  
|                                                       |                         |                                 |                                             |                         
|Options exercisable at March 31, 2006                  |                         | 9,982,993                       |                                             | $ 9.73                  
|                                                       |                         |                                 |                                             |                         

The aggregate
intrinsic value of $73.2 million as of March 31, 2006 is based on CNET Networks
closing stock price of $14.21 on that date and represents the total pretax intrinsic
value, which would have been received by the option holders had all option holders
exercised their options as of that date. The total intrinsic value of options exercised
during the three months ended March 31, 2006 was $4.9 million. The total number of
in-the-money options exercisable as of March 31, 2006 was 8,649,106.

As of March 31, 2006, there was $45.8 million
of total unrecognized compensation cost related to nonvested share-based awards granted
under the option plans. That cost is expected to be recognized over a weighted-average
period of 2.8 years.

Valuation and Expense
Information under SFAS 123(R)

The following table summarizes stock
compensation expense related to employee stock options and employee stock purchases under
SFAS 123(R) for the three months ended March 31, 2006 which was incurred as follows:

|(in thousands)                          | Three Months Ended
March 31, 2006
|--------------------------------------- | ---------------------------------
|
|Stock compensation expense included in: |                                  
|Cost of revenue                         |                                  
|Sales and marketing                     |                                  
|General and administrative              |                                  
|                                        |                                  
|Stock compensation expense              |                                  
|                                        |                                  

The weighted-average estimated fair
value of employee stock options granted during the three months ended March 31, 2006 and
2005 was $6.55 and $9.83 per share, respectively, using the Black-Scholes option pricing
model with the following weighted-average assumptions for grants:

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

CNET Networks computation of expected
volatility is based on a combination of historical and implied stock price volatility. The
risk-free interest rate assumption is based upon U.S. Treasury bond rates appropriate for
the term of CNET Networks employee stock options. The dividend yield assumption is
based on CNET Networks history and expectation of dividend payouts.

The expected term of employee stock
options represents the period the stock options are expected to remain outstanding from
date of grant and is based on the historical average holding period of exercised options,
the historical average holding period of post-vesting cancelled shares and the expected
holding period of outstanding shares.

Pro Forma Information
under SFAS 123 for Period Prior to 2006

The table below reflects pro forma
net income (loss) and diluted net income (loss) per share for the three months ended March
31, 2005 compared to diluted net income (loss) for the three months ended March 31, 2006:

|(in thousands, except per share data)                               | Three Months Ended March 31,
|------------------------------------------------------------------- | ----------------------------
|
|Net income - as reported for the prior period (1)                   |                             
|Stock compensation expense related to employee stock                |                             
|options and employee stock purchases, net of tax (2)                |                             
|                                                                    |                             
|Net income (loss), including the effect of stock compensation       |                             
|expense (3)                                                         |                             
|                                                                    |                             
|Basic and diluted net income (loss) per share:                      |                             
|Diluted net income per share - as reported for the prior period (1) |                             
|Diluted net loss per share, including the effect of stock-based     |                             
|compensation expense (3)                                            |                             

(1)    
          Net income and net income per share prior to fiscal 2006 did not include stock
          compensation expense for employee stock options and employee stock purchases
          under SFAS 123 because CNET Networks did not adopt the recognition provisions of
          SFAS 123. (2) Stock compensation expense prior to 2006 is calculated based on
          the pro forma application of SFAS 123. (3) Net income and net income per share
          prior to 2006 represents pro forma information based on SFAS 123.

# (5) NET INCOME (LOSS)
PER SHARE

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

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

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

Diluted net loss per share for the
three months ended March 31, 2006 does not include the effect of 18,072,729 common shares
related to options (of which 6,864,818 shares were in-the-money with a weighted average
exercise price of $14.31) because their effect is anti-dilutive. Diluted net loss per
share for the three months ended March 31, 2006 also does not include the effect of
8,333,337 common shares related to the 0.75% Convertible Senior Notes with an average
conversion price of $15.00 per share. Diluted net income per share for the three months
ended March 31, 2005 does not include the effect of 4,934,076 common shares related to
options with a weighted average exercise price of $16.06 because their effect is
anti-dilutive. Diluted net income for the three months ended March 31, 2005 also does not
include the effect of 8,333,337 common shares related to the 0.75% Convertible Senior
Notes with an average conversion price of $15.00 per share.

(6)
COMPREHENSIVE INCOME

The components of other comprehensive
income for the three months ended March 31, 2006 and 2005 are as follows:

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

(7)
SEGMENTS

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

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

|(in thousands)         | U.S.
Media | Inter-
national
Media | Other | Total   
|---------------------- | ---------- | --------------------- | ----- | --------
|Three Months Ended     |            |                       |       |         
|March 31, 2006         |           
|Revenues               |            | $67,783               |       | $ 15,585
|Operating expenses     |            | 57,355                |       | 16,835  
|                       |            |                       |       |         
|Operating income(loss) |            | $10,428               |       | $(1,250 
|                       |            |                       |       |         
|Three Months Ended     |           
|March 31, 2005         |           
|Revenues               |            | $58,816               |       | $ 12,408
|Operating expenses     |            | 49,467                |       | 15,518  
|                       |            |                       |       |         
|Operating income(loss) |            | $  9,349              |       | $(3,110 
|                       |            |                       |       |         

Since operating income (loss) before depreciation,
amortization and stock compensation expense is the measure of operating performance that
management uses for making decisions and allocating resources, certain operating costs are
not allocated across segments. These unallocated operating costs, included in
Other in the tables above, represent all depreciation and amortization
expenses, as well as stock compensation expense.

For the three months ended March 31,
2006, Other includes depreciation and amortization expenses of $7.5 million
and stock compensation expense of $4.7 million. For the three months ended March 31, 2005,
Other includes $6.0 million of depreciation and amortization expense.

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

The following table represents
revenues for groups of similar services.

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

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

| | o |  | Licensing, Fees and Users: licensing our product database and online content,
subscriptions to our online services and print publications, and other paid services.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

This report contains forward-looking
statements that are subject to risks and uncertainties that could cause actual results to
differ materially. Further information about these forward-looking statements and risks
associated with our business can be found in ITEM 1A. Risk Factors.

# BASIS OF PRESENTATION

CNET Networks, Inc. is a worldwide
media company and creator of authentic brand experiences in multiple categories. We
operate industry leading websites, each with its own distinct brand, in four content
categories: technology, games and entertainment, business and community.

# Revenues

We have determined that our business
segments are U.S. Media and International Media. U.S. Media consists of an online network
focused on four content categories: technology, games and entertainment, business and
community. International Media includes the delivery of online technology information and
several technology and gaming print publications in non U.S. markets. Within these
business segments, we earn revenues from:

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

| | o |  | Licensing, Fees and Users: licensing our product database and online content,
subscriptions to our online services and print publications, and other paid services.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Expenses

Operating expenses included in our
operating income (loss) before depreciation, amortization and stock compensation expense
consist of cost of revenues, sales and marketing and general and administrative costs,
which are primarily cash related expense activities. The majority of our cash related
expenses are costs associated with employee compensation, benefits and facilities, which
represented approximately 59% and 56% of our total cash operating expenses for the three
months ended March 31, 2006 and 2005, respectively. Noncash related expenses consist of
depreciation, amortization of intangible assets and stock compensation expense and are
included in our operating income.

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

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

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

# Changes in 2006

On January 1, 2006, CNET Networks
adopted Statement of Financial Accounting Standards No. 123 (revised 2004),
Share-Based Payment, (SFAS 123(R)) which requires the measurement
and recognition of compensation expense for all share-based awards made to employees and
directors, including employee stock options and employee stock purchases, based on
estimated fair values. Prior to the adoption of SFAS 123(R), CNET Networks accounted for
stock-based awards to employees and directors using the intrinsic value method in
accordance with Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees. Under the intrinsic value method, which had been allowed
under the original provisions of Statement 123, no stock compensation expense had been
recognized in CNET Networks statement of operations as the exercise price of CNET
Networks stock options granted to employees and directors equaled the fair market
value of the underlying stock at the date of grant.

On February 2, 2006, we sold our
Computer Shopper magazine business. In accordance with the provisions of SFAS 144, we have
accounted for this disposal as a discontinued operation, and thus, all revenues and
expenses, including the gain on sale, related to the Computer Shopper business have been
presented as discontinued operations. This results in a reclassification of revenues and
expenses in 2005 to conform to this presentation.

Explanation of Key
Management Metrics

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

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

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

| | o |  | Net income (loss) and earnings (loss) per share
| | - |  | -----------------------------------------------

We evaluate our liquidity primarily
on the following key measurements:

| | o |  | Net income (loss) and earnings (loss) per share
| | - |  | -----------------------------------------------

| | o |  | Net cash provided by operating
activities
| | - |  | -----------------------------------------

| | o |  | Free cash flow
| | - |  | --------------

We believe that operating
income before depreciation, amortization and stock compensation expense is useful to
management and investors as a supplement to our GAAP (accounting principles generally
accepted in the United States) financial measures for evaluating the ability of the
business to generate cash from operations. Depreciation and amortization are non-cash
items and include within them amounts related to past transactions and expenditures that
are not necessarily reflective of the current cash or capital requirements of the
business. Stock compensation expense is a non-cash item that does not reflect upon the
ability of the business to generate cash from operations.

Management refers to operating
income before depreciation, amortization and stock compensation expense in making
operating decisions and for planning and compensation purposes. A limitation associated
with this measure is that it does not reflect the costs of certain capitalized tangible
and intangible assets used in generating revenue. Management compensates for these
limitations by relying primarily on our GAAP financial measures, such as capital
expenditures, and using operating income before depreciation, amortization and stock
compensation expense only on a supplemental basis. Although depreciation and
amortization are non-cash charges, the capitalized assets being depreciated and amortized
will often have to be replaced in the future, and operating income before
depreciation, amortization and stock compensation expense does not reflect any cash
requirements for such replacements. This measure also does not take into account interest
expense, or the cash requirements necessary to service interest or principal payments on
our debt. Nor does the measure reflect changes in, or cash requirements for, our working
capital needs. Operating income before depreciation, amortization and stock
compensation expense should be considered in addition to, and not as a substitute
for, other measures of financial performance prepared in accordance with GAAP.

We had an average of 116.8 million
unique users per month in the first quarter of 2006, compared to 105.9 million unique
users in the first quarter of 2005, an increase of 10.3%. These users generated over 98.7
million Web page views per day during the first quarter 2006 compared to 94.7 million in
the first quarter of 2005, a 4.2% increase. These increases reflect growth primarily from
most of our properties excluding Webshots, which has experienced increasing competitive
pressure. While increases or decreases in unique users and daily average page views are
not necessarily indicative of increases or decreases in financial results, we believe that
these statistics are helpful because they provide insight into the growth of the Internet
as an advertising medium resulting from increased user adoption and into user demand for
CNET Networks properties in particular.

# RESULTS OF OPERATIONS

# Revenues

The following table sets forth our
revenues for the three months ended March 31, 2006 and 2005;

|(in thousands)               | Three Months Ended March 31,
|---------------------------- | ----------------------------
|
|Revenues:                    |                             
|Marketing services           |                             
|Licensing, fees and user     |                             
|                             |                             
|                             |                             
|                             |                             
|As a Percentage of Revenues: |                             
|Marketing Services           |                             
|Licensing, fees and user     |                             
|                             |                             
|                             |                             
|                             |                             

Total Revenues. Total revenues
were $83.4 million and $71.2 million for the three months ended March 31, 2006 and 2005,
respectively. Total revenues increased 17% for the quarter ended March 31, 2006 primarily
due to growth in our marketing services revenues.

For the three-month periods ended
March 31, 2006 and 2005, approximately $3.5 million and $2.9 million of our revenues were
derived from barter transactions, respectively. Barter transactions occur when we deliver
marketing services for the marketing services of other companies. These revenues and
marketing expenses were recognized at the fair value of the advertisements delivered.

Marketing Services Revenues.Marketing services revenues were $70.9 million and $59.6 million and represented 85%
and 84% of total revenues for the three months ended March 31, 2006 and 2005,
respectively. Marketing services revenues increased by $11.3 million, or 19%, for the
three months ended March 31, 2006 compared to the three months ended March 31, 2005. The
increase in marketing services revenues was driven by growth in branding advertising in
the categories where we have traditionally seen demand, such as computing, consumer
electronics and games, and to a lesser extent from increased advertising from new
categories, such as automobiles, consumer packaged goods, movies and music, reflecting the
expansion of our content offerings and broadening user audiences. The growth in branding
advertising revenue was partially offset by a decrease in transactional activity among our
users, resulting in lower revenue from leads to merchants, as well as a decrease in
advertising in our international print publications.

In  the first quarter of 2006, we gained further insight into two industry
transitions  that are occurring
this year, one in our  technology  category and one in our gaming  category,  that have impacted our outlook for our growth rates
for the year, as  communicated  to the  investment  community in our earnings  release  furnished to the  Securities and Exchange
Commission  on Form 8-K on April 24, 2006.  The personal  computing  industry is  experiencing  a transition  to a new  Microsoft
operating  system,  and a delay in that  transition to 2007 was announced in March of 2006.  This is creating  uncertainty in the
marketing and product  development plans of several companies in the personal  computing  industry who are advertisers in our
technology  category,  which we expect to result in the delay or reduction of some  spending on our  properties.  In addition,  a
transition is occurring in the video games industry,  as two large video game hardware  manufacturers  are expected to launch new
platforms  toward  the end of 2006.  During  hardware  transitions,  game  publishers  launch  fewer  games as they  wait for new
platform  availability,  resulting  in a reduction  in  marketing  expenditures  and fewer video game sales.  While our games and
entertainment  category  continues to exhibit  strong  growth,  the reduction in  gaming-related  marketing has resulted in lower
expected growth in our game-related revenues in 2006 compared to 2005.

Licensing, Fees and User.
Licensing, fees and user revenues were $12.4 million and $11.6 million and represented 15%
and 16% of total revenues for the three-month periods ended March 31, 2006 and 2005,
respectively. The $800,000, or 6.9%, increase in the three months ended March 31, 2006
reflects growth from existing operations.

# Operating Expenses

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

Cost of Revenues, Sales and
Marketing, General and Administrative.We refer to cost of revenues, sales and
marketing, and general and administrative expenses (excluding non-cash stock compensation
expense) as cash related expenses. We incurred cash related expenses in
aggregate of $74.2 million and $65.0 million for the three months ended March 31, 2006 and
2005, respectively, representing approximately 89% and 91% of total revenues,
respectively. The majority of our cash related expenses are costs associated with employee
compensation, benefits and facilities, which represented over 59% of our total cash
operating expenses in the first quarter. Total cash related expenses increased
approximately 14% for the three months ended March 31, 2006 when compared to the prior
year. The increase related primarily to an increase in compensation and benefits as our
average headcount increased by approximately 14% from first quarter 2005 to first quarter
2006. We expect expenses to continue to increase as we build new products.

Non-cash stock compensation expense
 was $4.7 million for the three months ended
March 31, 2006. Non-cash stock compensation expense included in cost of revenues was $1.9
million, in sales and marketing was $886,000 and in general and administrative expenses
was $1.9 million. No stock compensation expense was recognized in the three months ended
March 31, 2005.

Depreciation and Amortization.
Depreciation expense was $4.7 million and $3.9 million for the three months ended March
31, 2006 and 2005, respectively. The increase in depreciation expense is due to increased
capital expenditure spending in the past year as we continue to launch new products and
accommodate growth in users and usage.

Intangible assets amortization
expense was $2.7 million and $2.1 million for the three months ended March 31, 2006 and
2005, respectively. Our amortization expense has increased due to the amortization of
intangible assets that were acquired in 2005.

# Operating Income (Loss)

Operating loss for the three months
ended March 31, 2006 was $3.0 million compared to operating income of $233,000 in 2005.

Management also considers operating income
before depreciation, amortization and stock compensation expense in evaluating
performance. The following table sets forth operating income before depreciation,
amortization and stock compensation expense for the periods ended March 31, 2006 and 2005:

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

The lower revenue growth rates
expected in 2006 compared to 2005, combined with our continued focus on investing in the
business and adding new products, services and content categories in order to expand our
audience and customer bases, are expected to translate into lower incremental profit
margins in 2006 compared to 2005. We define incremental profit margin as the percentage of
growth in revenues in the current year over the prior year as compared to the growth in
operating expenses before depreciation, amortization and stock compensation expense in the
current year versus prior year.

# Nonoperating Income and
Expense

Realized Gain/Loss on Sale of
Investments.We recognized a gain of $882,000 and $568,000 during the three months
ended March 31, 2006 and 2005, respectively, from the sale of certain privately-held
investments. Our investments in these companies were purchased by third parties.

Interest Income and Expense.Interest income is derived from our cash and cash equivalents and investments in
marketable debt securities. Interest income increased by approximately $789,000 for the
three months ended March 31, 2006 as compared to the three months ended March 31, 2005 due
to higher cash and investment balances and an increase in interest rates.

# Discontinued Operations

Discontinued operations represents
the results of operations for our Computer Shopper business which was sold on February 2,
2006. Current year results include a gain on sale of $507,000, as well as net operating
loss from discontinued operations of $85,000. Net operating income from discontinued
operations for the three months ended March 31, 2005 was $180,000.

# Net Income

We recorded a net loss of $1.1
million or $0.01 per basic and diluted share for the three months ended March 31, 2006
compared to a net income of $383,000 or $0.00 per basic and diluted share for the three
months ended March 31, 2005. The decrease in the current year earnings as compared to the
prior year was due primarily to an increase in revenues of $12.1 million offset by an
increase in operating costs of $15.4 million which included $4.7 million of non-cash stock
compensation expense.

# Segment Revenues and
Operating Expenses

For the three months ended March 31,
2006 as compared to prior year, revenues have increased for both the U.S. Media segment
and the International Media segment. The increase in revenues for U.S. Media is related to
an increase in marketing services revenue. The increase in revenues for the International
Media segment is from growth due to an increase in interactive advertising revenue and
from acquisitions, offset by lower publishing revenues and exchange rate changes.

For the three months ended March 31,
2006, the U.S. Media segment cash related expenses as a percentage of revenues was
relatively flat as compared to the prior year. The International Media segment cash
related expenses were 106% of revenues in the three months ended March 31, 2006, compared
to 125% of revenues in the three months ended March 31, 2005.

Liquidity and Capital
Resources

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

|(in thousands)                        | March 31, 2006 | December 31,
2005
|------------------------------------- | -------------- | -----------------
|Cash and cash equivalents             |                | $  74,158        
|Short-term marketable debt securities |                | 52,270           
|Long-term marketable debt securities  |                | 9,833            
|Restricted cash                       |                | 2,248            
|                                      |                |                  
|Total cash and investments            |                | $138,509         
|                                      |                |                  

We evaluate our liquidity primarily
on the following key measurements:

| | o |  | Operating income (loss) before
depreciation, amortization and stock compensation expense
| | - |  | ----------------------------------------------------------------------------------------

| | o |  | Net cash provided by operating
activities
| | - |  | -----------------------------------------

| | o |  | Free cash flow
| | - |  | --------------

Other key factors that impact our
liquidity include:

We evaluate our liquidity primarily
on the following key measurements:

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

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

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

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

Operating income before
depreciation, amortization and stock compensation expense. Excluding non-cash charges
consisting of depreciation, amortization and stock compensation expense, our operating
income was $9.2 million and $6.2 million for the three months ended March 31, 2006 and
2005, respectively. Operating income before depreciation, amortization and stock
compensation expense is a key liquidity measurement as it can be one of the primary
drivers of the cash provided by operating activities.

# Net Cash Provided by
Operating Activities

Net cash provided by operating
activities of $28.3 million for the three months ended March 31, 2006 included a net loss
of $1.1 million and non-cash depreciation and amortization charges totaling $7.5 million,
as well as non-cash stock compensation expense of $4.7 million. Net cash provided by
operating activities also included cash generated by a decrease in working capital
requirements, primarily accounts receivable of $19.2 million. Net cash provided by
operating activities of $9.5 million for the three months ended March 31, 2005 included
net income of $383,000, depreciation and amortization totaling $6.1 million, and an
increase in working capital of $2.8 million. We may from time-to-time require cash for
working capital purposes as our business expands.

# Net Cash Used in
Investing Activities

Net cash used in investing activities
of $14.0 million and $6.3 million for the three months ended March 31, 2006 and 2005,
respectively, was primarily due to capital expenditures, purchases of marketable debt
securities and acquisitions and investments.

Capital Expenditures. Capital
expenditures for the three months ended March 31, 2006 were $8.2 million. Capital
expenditures for the full year 2006 are expected to be between $35.0 million and $38.0
million, an increase over prior year due to the continued launch of new products and
growth in users and usage. Capital expenditures for the three months ended March 31, 2005
were $5.2 million.

Acquisitions and Investments.Cash used for acquisitions in the first quarter of 2006, represents payment of
deferred consideration for the 2004 ZOL acquisition. In the first quarter of 2005, we
acquired TVTome, a television guide site. Under the terms of the agreement, we paid $3.0
million in cash and $2.0 million in deferred consideration. We regularly evaluate
investment opportunities, and it is likely that we will make additional investments or
acquisitions.

Free cash flow.Free cash flow is defined as net cash provided by operating activities less capital
expenditures. Free cash flow for the three months ended March 31, 2006 was $20.0 million
(cash provided by operating activities of $28.2 million, less capital expenditures of $8.2
million). This compares to free cash flow for the three months ended March 31, 2005 of
$4.4 million (cash provided by operating activities of $9.5 million, less capital
expenditures of $5.1 million).

We believe that free cash flow
provides useful information about the ability of our business operations to generate cash
after the purchase of property and equipment. A limitation of free cash flow is that it
does not represent the total increase or decrease in the cash balance for the period which
would include activities such as acquisitions and debt or equity transactions. Free cash
flow should be considered in addition to, and not as a substitute for, other measures of
financial performance prepared in accordance with U.S. GAAP.

# Net Cash Provided by
Financing Activities

Cash provided by financing activities
of $4.3 million and $2.9 million for the three months ended March 31, 2006 and 2005,
respectively, was primarily due to the issuance of common stock through the exercise of
stock options and the employee stock purchase plan.

# Debt and Cash Balances

As of March 31, 2006, we had
long-term obligations outstanding under notes payable totaling $139.1 million. Notes
payable included $125.0 million of 0.75% Convertible Senior Notes due in 2024. These notes
are convertible, under certain circumstances, for shares of CNET Networks, Inc. common
stock based on an initial effective conversion price of approximately $15.00 per share.
The notes may be called by us at any time after five years, and may be put to CNET by the
holders in five, ten and fifteen years. Additionally, we have $13.5 million in notes
payable related to acquisitions, all of which are due in 2007.

As of March 31, 2006, our aggregate
cash balances totaled $138.4 million, consisting of $74.1 million cash and equivalents,
$62.1 million of short-term and long-term investments in marketable debt securities as
well as $2.2 million of restricted cash. We believe that existing funds will be sufficient
to meet our anticipated cash needs to cover operations and for working capital
fluctuations and for capital expenditures for the next 12 months. However, any significant
acquisitions completed in the future could reduce our cash balances and may affect our
liquidity and funding needs. As a result, we may determine to raise proceeds for potential
acquisitions through the issuance of debt or equity securities. Our ability to raise such
additional capital will depend on market conditions at the time.

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

CRITICAL ACCOUNTING
POLICIES AND ESTIMATES

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

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

# Revenue recognition

We recognize revenues once the
following criteria are met:

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

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

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

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

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

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

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

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

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

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

# Collectibility of
receivables

We maintain allowances for doubtful
accounts for estimated losses resulting from the inability of our customers to make
required payments. We base our allowances on periodic assessment of our customers
liquidity and financial condition through credit rating agencies reports, financial
statement reviews and historical collection trends. If the financial condition of our
customers were to deteriorate and thereby result in an inability to make payments,
additional allowances would be required. As of March 31, 2006 and December 31, 2005, our
allowance for doubtful accounts was $7.7 million and $7.5 million, respectively.

# Stock compensation
expense

On January 1, 2006, we adopted
Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based
Payment, (SFAS 123(R)) which requires the measurement and recognition of
compensation expense for all share-based awards made to our employees and directors
including employee stock options and employee stock purchases based on estimated fair
values.

We use the Black-Scholes pricing
model in our determination of the compensation expense associated with share-based awards.
Our determination of estimated fair value of share-based awards is affected by our stock
price as well as assumptions regarding a number of highly complex and subjective
variables. These variables include, but are not limited to our expected stock price
volatility over the expected term of the awards, and actual and projected employee stock
option exercise behaviors. The use of an option pricing model requires the use of
extensive actual employee exercise behavior data and the use of a number of complex
assumptions including expected volatility, risk-free interest rate, expected dividends,
and expected life of options.

Our computation of expected
volatility is based on a combination of historical and implied stock price volatility
consistent with SFAS 123(R) and SAB 107. Prior to the first quarter of fiscal 2006, we had
used our historical stock price volatility in accordance with SFAS 123 for purposes of our
pro forma information. The selection of the implied volatility approach was based upon our
assessment that a mix of historical and implied volatility is more representative of
future stock price trends than historical volatility.

The risk-free interest rate
assumption is based upon U.S. Treasury bond rates appropriate for the term of our employee
stock options. The dividend yield assumption is based on our history and expectation of
dividend payouts.

The expected term of employee stock
options represents the weighted-average period the stock options are expected to remain
outstanding and is based on the historical average holding period of exercised options,
the historical average holding period of post-vesting cancelled shares and the expected
holding period of outstanding shares.

If factors change and we employ
different assumptions in the application of SFAS 123(R) in future periods, the
compensation expense that we record under SFAS 123(R) may differ significantly from what
we have recorded in the current period.

# Goodwill and intangibles
impairment

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

# Contingencies

We evaluate whether a liability must
be recorded for contingencies based on whether a liability is probable and estimable. Our
most significant contingency is related to our lease guarantee for office space in New
York City (as described in Note (10) of Item 8  Financial Statements in
our Annual Report on Form 10-K). If the financial condition of any of the sublessees or
the primary lessee were to deteriorate and thereby result in an inability to make their
lease payments, we would be required to make additional lease payments under the
guarantee. As of December 31, 2005, the total lease payments remaining until the end of
the lease term were $158.5 million, excluding the amounts attributable to our sublease
with respect to the floor we occupy.

# ITEM 3. Quantitative and
Qualitative Disclosures about Market Risk

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

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

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

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

# ITEM 4. Controls and
Procedures

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

b)    
          Changes in internal controls. There have not been any changes in our internal
          controls over financial reporting (as such term is defined in Rules 13a-15(f)
          and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that
          have materially affected, or are reasonably likely to materially affect, our
          internal controls over financial reporting.

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

# PART II. OTHER
INFORMATION

# ITEM 1. Legal
Proceedings.

There have been no material
developments in the legal proceedings disclosed in CNET Networks Annual Report on
Form 10-K for the year ended December 31, 2005.

# ITEM 1A. Risk Factors

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

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 and our actual results to differ materially from forecasted or historical results.
They can be affected by inaccurate assumptions we might make or by known or unknown risks
and uncertainties, including those outlined below. Consequently, no forward-looking
statement can be guaranteed. 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.

You should carefully consider the
risks described below before making an investment decision regarding CNET Networks
securities. Our business, financial condition or results of operations could be materially
adversely affected by any of these risks. The trading price of our common stock could
decline due to any of these risks. The risks described below are not the only ones we
face. Additional risks not presently known to us or that we currently deem immaterial may
also impair our business operations.

Our revenues might not
grow in 2006, and they might decrease.

Several factors, many of which are
outside of our control, contribute to our revenue growth. Some scenarios that might impede
our revenue growth in the future are listed below.

|o |  | our failure to maintain existing
marketing customers and to attract new marketing customers due to competition from other
media outlets, dissatisfaction with our services, reduced advertising budgets;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | our loss
of advertising and other marketing opportunities to competitors, especially as other media
companies increase their online presence in areas where we focus;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | our inability to
attract advertisers for our newer websites;
|- |  | ------------------------------------------------------------

|o |  | our inability to respond to ad-blocking
technology might decrease the effectiveness of online advertising;
|- |  | ----------------------------------------------------------------------------------------------------------

|o |  | a loss of revenues
from our publishing operations, as more advertising dollars shift from publishing to the
Internet;
|- |  | ---------------------------------------------------------------------------------------------------------------------

|o |  | weakness in corporate and consumer spending may lead to a decline in
advertising , which is the primary source of our revenues;
|- |  | -------------------------------------------------------------------------------------------------------------------------------

|o |  | a decline in general economic conditions, which could occur as a result of currency
 fluctuations, rising interest rates, or other factors;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------

|o |  | disruption of
our operations due to technical difficulties, system downtime, Internet brownouts,
denial of service, or other similar attacks; and
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | disruption to our operations, employees, partners, customers and facilities caused by
natural disasters, international or domestic terrorist attacks or armed conflict.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

We may not be able to
achieve our targeted incremental profit margins and accordingly we may fail to make
expected improvements in our overall profit margins.

We have identified incremental
profit margins as a useful performance measure. Incremental profit margin is the percent
of each dollar of new revenue that we earn in 2006 as compared to 2005 that flows to
operating income before depreciation, amortization and stock compensation expense. We may
fail to achieve our incremental profit margin targets. Some of the factors that could
cause us not to achieve these targets include:

|o |  | greater than expected expenses due
to a decision to invest in new products, services or websites;
|- |  | -------------------------------------------------------------------------------------------------

|o |  | acquisitions of
businesses that cannot immediately achieve these profit margins;
|- |  | --------------------------------------------------------------------------------

|o |  | a failure to achieve
projected revenue growth, as described in the first risk factor above; or
|- |  | ----------------------------------------------------------------------------------------------

|o |  | a failure to
manage the costs associated with innovation and growth.
|- |  | --------------------------------------------------------------------

We have generated significant
losses in the past and cannot assure you that we will report positive net income in the
future. If our revenues do not increase, we may not be able to adjust spending in a timely
manner to maintain positive net income.

We have generated an operating loss
in eight of the past ten years and have generated a net loss in seven of the past ten
years. Although we generated positive net income in 2005, our ability to generate positive
net income in 2006 may be negatively impacted by:

|o |  | the implementation of Financial
Accounting Standards Board Statement 123(R), Share-Based Payments, which will
require us to begin recognizing expenses for stock options for periods beginning after
January 1, 2006;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | an inability to decrease expenses in a timely manner to offset any
revenue shortfalls or expenses associated with cost-reduction measures, such as severance,
lease termination payments, contract termination costs or impairment charges;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | payments
associated with contingent liabilities, such as litigation or our guarantee of the New
York lease of Ziff-Davis, Inc., as described in more detail in a subsequent risk factor;
or
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | any unusual transactions such as impairments or losses on investments.
|- |  | ----------------------------------------------------------------------

Competition is intense
and we might not compete successfully.

The media industry is intensely
competitive and rapidly evolving. We compete for advertisers, users and business partners
with numerous companies throughout the world that offer information and content in our
primary areas of focus.

|o |  | Traditional offline media. We have always competed for
consumers and advertisers in our areas of focus with the traditional offline media, such
as television, radio, cable and print. For instance, mainstream business publications,
such as The New York Times, The Wall Street Journal, Fortune, Forbes, and Business Week
and other publications devoted to certain content areas such as games or technology, offer
content that competes with ours. Increasingly, these traditional offline media companies
are developing broader reach by creating alternative channels of distribution for their
content by building more robust Internet sites, acquiring online companies, and partnering
with other media outlets. As the traditional offline media continues to introduce more
multi-media offerings into the market, we will continue to compete with them for consumers
and advertisers in the areas where we focus.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Internet sites. Large general
purpose portals, such as AOL, MSN and Yahoo! are also competitors, especially as these
properties expand their content offerings in our areas of expertise. We also compete with
niche sites focused on the same vertical markets on which we focus. For example, our
gaming properties compete with other gaming sites such as IGN Entertainment, and our
business technology properties compete with smaller, niche sites such as TechTarget. In
addition, many traditional media companies are increasing their online offerings.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Search engines. Search
engines such as Google and Yahoo! complete with us by attracting users looking for goods,
services and content similar to those offered on our websites. They also complete with us
by attracting marketing dollars from companies trying to reach those users.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | o Online comparison shopping
services. Specialized online comparison shopping services such as Shopping.com and
PriceGrabber.com and the online shopping services operated by large general purpose
portals have sought to expand the reviews and information offerings on their sites. They
compete with us for users and the companies trying to reach those users.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Online retail and auction companies. These companies, such as Amazon.com and eBay, offer
goods and services similar to those that can be obtained through our websites. They
compete with us for users and the companies trying to reach those users.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We may have difficulties
with our acquisitions, investments and new product developments.

We intend to pursue new business
opportunities and ventures, including acquisitions, in a broad range of areas. Any
decision by us to pursue a significant business expansion or a new business opportunity
would be accompanied by risks, including, among others:

|o |  | investment of a substantial amount of capital, which could have a material adverse effect on our financial condition
and our ability to implement our existing business strategy;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | issuance of additional equity interests, which would be dilutive to current stockholders;
|- |  | -----------------------------------------------------------------------------------------

|o |  | additional burdens on
our management personnel and financial and operational systems;
|- |  | -------------------------------------------------------------------------------------

|o |  | difficulty assimilating the operations, technology and personnel of the new business;
|- |  | -------------------------------------------------------------------------------------

|o |  | potential disruption of our ongoing business;
|- |  | ---------------------------------------------

|o |  | possible inability to retain key technical and managerial
personnel;
|- |  | --------------------------------------------------------------------

|o |  | additional expenses associated with amortization of purchased intangible
assets;
|- |  | --------------------------------------------------------------------------------

|o |  | additional operating losses and expenses associated with the activities and
expansion of acquired businesses;
|- |  | -------------------------------------------------------------------------------------------------------------

|o |  | possible impairment of relationships with existing
employees and advertising customers;
|- |  | ---------------------------------------------------------------------------------------

|o |  | potential undisclosed liabilities associated with new or acquired businesses; and
|- |  | ---------------------------------------------------------------------------------

|o |  | for foreign acquisitions and investments, additional
risks related to the integration of operations across different cultures and languages,
currency risks, and the particular economic, political, and regulatory risks association
with specific countries.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Acceptance of our brands,
content and services may not continue.

Our future success depends upon the
strength of our brands and our ability to deliver original and compelling content and
services that attract and retain users. We will endeavor to continue building existing
brands such as CNET.com and GameSpot, and introducing new brands, that resonate with their
audiences, but we may not be successful. The specialized nature of certain of our sites
may limit those sites potential user base. Our content and services might not be
attractive to a sufficient number of users to generate revenues consistent with our
estimates. In addition, we might not develop new content or services in a timely or
cost-effective manner. If we are not successful in growing our user base, then our ability
to attract the advertisers who seek to market to the demographic represented by our user
base may be affected which would in turn impact our revenue. Our ability to successfully
develop and produce content and services is subject to numerous uncertainties, including
the ability to:

|o |  | anticipate and successfully respond to rapidly changing consumer tastes
and preferences;
|- |  | ----------------------------------------------------------------------------------------

|o |  | fund new program development;
|- |  | -----------------------------

|o |  | attract and retain qualified editors,
producers, writers, and technical personnel; and
|- |  | --------------------------------------------------------------------------------------

|o |  | successfully expand our content
offerings into new platform and delivery mechanisms.
|- |  | ------------------------------------------------------------------------------------

Some of our sites may
have limited user bases which will affect our ability to attract advertisers.

We believe that our success depends
on our ability to continue to grow our user base and increase user interaction with our
sites.

We may not innovate at a
successful pace.

Our industry
is rapidly adopting new technologies and standards to create and satisfy consumer demand.
It is critical that we continue to innovate, anticipate and adapt to these changes to
ensure that our content-delivery platforms, services and products remain interesting to
our users, advertisers and partners. In addition, we may discover that we must make
significant expenditures to achieve this goal. If we fail to accomplish these goals, we
may lose users and the advertisers that seek to reach those users.

We depend in part on
third parties for traffic who may sever their relationships with us or fail to perform.

We depend in part on third parties
for Internet traffic to our websites and changes to their operations or our failure to
develop and maintain relationships with them could result in decreased traffic. Any
reduction in users of our websites could negatively impact our ability to earn revenue. A
significant portion of our users visit our websites by conducting a search on a search
engine, such as Google, MSN or Yahoo! and following a link displayed in the search
results. Changes in the methodologies used by these search engines to display results
could result in our websites receiving less favorable placements, which could reduce the
number or users who link to our sites from these search engines.

In addition, we rely on the
cooperation of owners and operators of other Internet sites with whom we have syndication
and other arrangements to generate traffic for our Internet sites. Our ability to maintain
these relationships will continue to be critical to the success of our Internet
operations. If we are unable to develop and maintain satisfactory relationships with such
third parties on acceptable commercial terms, or if our competitors are better able to
capitalize on these relationships, we could see a reduction in the numbers of users of our
websites.

Most of our revenue is
derived from short-term contracts which may not be renewed.

Our revenues are derived in large
part from the sale of advertising and we expect that this will continue to be the case for
the foreseeable future. Most of our advertising contracts are short-term and are subject
to termination by the customer at any time on thirty-days prior written notice.
Advertisers who have longer-term contracts may fail to honor their existing contracts or
fail to renew their contracts. If a significant number of advertisers or a few large
advertisers decided not to continue advertising on our websites, we could experience a
rapid decline in our revenues over a relatively short period of time.

We depend on, and
receive, a significant percentage of our revenue from a relatively small number of
advertisers.

A relatively small number of
advertisers contribute a significant percentage of our revenue. Our top one hundred
customers contributed approximately 67% of our U.S. revenue in 2005. These customers may
not continue to use our services to the same extent, or at all, in the future. While we
have made gains in attracting a broader base of advertisers to our sites, our business is
still influenced by changes in the marketing expenditures of key customers within the
technology and gaming industries. Product life cycles, including product launches or
delays, could impact their spending on our sites. A significant reduction in advertising
by one or more of our largest customers could have a material adverse effect on our
financial performance and condition.

A significant percentage
of our revenues are derived from activity-based fees generated from our commerce Internet
sites and we might not be able to attract qualified users for which merchants are
willing to pay us activity-based fees.

We earn fees when users visit the
sites of our merchant partners to view products that are listed on our commerce sites.
There are currently many other businesses that offer similar services, often at lower
prices than the ones we charge. It is very easy for new businesses to begin operations in
this space. In addition, users may prefer to contact merchants directly or through other
shopping or search websites rather than return to our commerce sites to make future
purchases. If we are unable to continue to attract users to our shopping services or to
maintain the fees we charge merchants for sending users to their sites, then our business,
operating results and financial condition may be adversely affected. Most of our
agreements with merchants under which activity-based fees are earned are terminable by
either party on ten to thirty days notice. In addition, the amount of activity based fees
that we earn is highly dependent upon product life cycle, consumer purchasing activity and
trends. A decrease in consumer purchasing activity could result in a decrease in our
activity-based fees.

Our advertising and other
operating revenues may be subject to fluctuations, which could have a material adverse
effect on our business, operating results and financial condition.

We believe that advertising spending
on the Internet, as in traditional media, fluctuates significantly with economic
conditions. Because a majority of our revenues are derived from advertising, fluctuations
in advertising spending generally, or with respect to Internet-based spending
specifically, could adversely impact our revenue. In addition, marketing spending follows
seasonal consumer behavior throughout the calendar year to reflect trends during the
calendar year, with spending historically weighted towards the fourth quarter. Consistent
with industry trends, our revenues in 2005 were weighted toward the end of the year, with
30% of our revenues being earned in the fourth quarter.

Our business may be
affected by events that draw users away from our content.

Our business may be impacted by any
event that decreases the amount of the time that users spend on CNET properties. During
these times, our traffic and revenues may decrease. Some of these factors include
geopolitical events and natural disasters.

An inability to attract
and retain key personnel could adversely affect our operations.

Our success depends to a large extent
on the continued services of our senior management team and qualified skilled employees.
Our success also depends on our ability to identify, attract, develop, retain and motivate
other highly skilled officers, key employees and personnel in a competitive job
environment. We do not have employment agreements with any of our executive officers and
do not maintain key person life insurance policies on any of our officers or
other employees. As the overall industry for interactive content and Internet advertising
grows, our employees are increasingly sought after by competitors. In order to remain
competitive in the employment market, we may need to increase compensation to retain or
attract qualified employees, which could have an adverse effect our financial condition or
operating results. Our inability to attain shareholder approval of equity compensation
plans may affect our ability to attract and retain key employees.

We have limited
protection of our intellectual property and could be subject to infringement claims that
may result in costly litigation, the payment of damages or the need to revise the way
we conduct our business.

Our success and ability to compete
are dependent in part on the strength of our proprietary rights, on the goodwill
associated with our trademarks, trade names, service marks, and on our ability to use U.S.
and foreign laws to protect them. Our intellectual property includes our original content,
our editorial features, logos, brands, domain names, the technology that we use to deliver
our products and services, the various databases of information that we maintain and make
available through our Internet sites or by license, and the appearance of our Internet
sites. We claim common law protection on certain names and marks that we have used in
connection with our business activities. While we have applied for and obtained
registration of many of our marks in countries outside of the U.S. where we do business,
we have not been able to obtain registration of all of our key marks in such
jurisdictions, in some cases due to opposition by people employing similar marks. In
addition to U.S. and foreign laws, we rely on confidentiality agreements with our
employees and third parties, and protective contractual provisions to protect our
intellectual property.

Policing our intellectual property
rights worldwide is a difficult task and we might not be able to identify infringing
users. We cannot be certain that third party licensees of our content will always take
actions to protect the value of our proprietary rights and reputation. Intellectual
property laws, our agreements and our patents may not be sufficient to prevent others from
copying or otherwise obtaining and using our content or technologies. Others may develop
technologies that are similar or superior to ours. In seeking to protect our trademarks,
copyrights and other proprietary rights, or defending ourselves against claims of
infringement brought by others, with or without merit, we could face costly litigation and
the diversion of our managements attention and resources.

Notwithstanding the efforts that we
have taken to ensure that we have sufficient rights to the intellectual property that we
use, we could still be subject to claims of infringement. For instance, there has been a
recent increase in the granting and attempted enforcement of business process patents that
cover practices that may be widely employed in the Internet industry. We have, on
occasion, been approached by holders of patents alleging that our services infringe on
their patents. Many companies that offer services similar to ours have been approached
and, in some cases, sued by other patent holders alleging patent infringement. We could be
required to enter into costly royalty arrangements with the holders of these patents or to
revise our services to ensure non-infringement or to avoid litigation. If we are
unsuccessful in avoiding litigation, we would incur significant expenses and could be
subject to damage awards, including damages for past infringement and royalties for future
use of the patented method or technology. If we are found to violate any such patent, and
we are unable to enter into a license agreement on reasonable terms, our ability to offer
services could be materially and adversely affected. We do not have insurance for patent
infringement.

In seeking to protect our trademarks,
copyrights and other proprietary rights, or defending ourselves against claims of
infringement brought by others, with or without merit, we could face costly litigation and
the diversion of our managements attention and resources. These claims could result
in the need to develop alternative trademarks, content or technology or to enter into
costly royalty or licensing agreements, which could have a material adverse effect on our
business, results of operations and financial condition.

Our business involves
risks of liability claims for Internet and print content, which could result in
significant costs.

As a publisher and a distributor of
content through the Internet and print publications, we may face potential liability for:

|o |  | defamation/libel;
|- |  | -----------------

|o |  | negligence;
|- |  | -----------

|o |  | copyright, patent or trademark infringement; or
|- |  | -----------------------------------------------

|o |  | other claims based on the nature and content of the materials published or distributed.
|- |  | ---------------------------------------------------------------------------------------

These types of claims have been
brought, sometimes successfully, against online services and publishers of print
publications. In addition, we could be exposed to liability in connection with material
posted to our Internet sites by third parties. For example, many of our sites offer users
an opportunity to post profiles, software, videos, photos, reviews and opinions. Some of
this user-generated content, and the content that appears in our indexes and directories,
may infringe on third party intellectual property rights or privacy rights or may
otherwise be subject to challenge under copyright laws. Although we do not believe that
our listing of any such material should expose us to liability, it is possible that such a
claim may be successfully brought.

Our insurance may not cover potential
claims of defamation, libel, negligence and similar claims, and it may or may not apply to
a particular claim or be adequate to reimburse us for all liability that may be imposed.
Any imposition of liability that is not covered by insurance or is in excess of insurance
coverage could have a material adverse effect on our financial condition.

There are a number of
risks associated with international operations that could adversely affect our business.

We maintain an international presence
through a variety of international structures and business operations. We have
wholly-owned operations in Australia, France, Germany, Japan, Russia, Singapore,
Switzerland and the United Kingdom and majority-owned joint ventures in Korea. We also
have license arrangements in various other countries throughout the world. We
operate our operations in China through a variety of entities some of which
are owned by local employees in order to comply with local ownership and regulatory
licensing requirements. We believe our current ownership structure complies with all
existing Chinese laws. It is possible, however, that the Chinese government may change the
applicable laws or take a different interpretation of existing laws. If we were found to
be in violation of any existing or future Chinese laws or regulations, we could be subject
to fines and other financial penalties, have our licenses revoked, or be forced to
discontinue our business entirely.

There are additional risks inherent
in doing business in international markets, such as the following:

|o |  | weak economic conditions in foreign markets, especially in the business sector;
|- |  | -------------------------------------------------------------------------------

|o |  | uncertainty of product acceptance in different countries,
|- |  | ---------------------------------------------------------

|o |  | longer collection cycles in some countries;
|- |  | -------------------------------------------

|o |  | current, and unforeseen changes in, legal and regulatory requirements;
|- |  | ----------------------------------------------------------------------

|o |  | difficulties in staffing and managing multinational operations;
|- |  | ---------------------------------------------------------------

|o |  | currency exchange-rate fluctuations, which could reduce our revenues
as determined under U.S. GAAP, increase our expenses, and dilute our
operating margins;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | difficulties in finding appropriate foreign licensees or joint venture partners;
|- |  | --------------------------------------------------------------------------------

|o |  | potential adverse tax requirements;
|- |  | -----------------------------------

|o |  | distance, language and cultural differences in doing business with foreign entities; and
|- |  | ----------------------------------------------------------------------------------------

|o |  | foreign political and economic uncertainty.
|- |  | -------------------------------------------

Changes in regulations
could adversely affect the way that we operate.

It is possible that new laws and
regulations in the U.S. and elsewhere will be adopted covering issues affecting our
business, including:

|o |  | privacy and use of personally identifiable information;
|- |  | -------------------------------------------------------

|o |  | copyrights, trademarks and domain names;
|- |  | ----------------------------------------

|o |  | obscene or indecent communications;
|- |  | -----------------------------------

|o |  | pricing,
characteristics and quality of Internet products and services;
|- |  | -----------------------------------------------------------------------

|o |  | marketing practices, such
as direct marketing or adware;
|- |  | --------------------------------------------------------

|o |  | the ability of children to access our services; and
|- |  | ---------------------------------------------------

|o |  | taxation of Internet usage and transactions.
|- |  | --------------------------------------------

Increased government regulation, or
the application of existing laws to online activities, could:

|o |  | decrease the growth rate
of the Internet;
|- |  | -----------------------------------------

|o |  | reduce our revenues;
|- |  | --------------------

|o |  | increase our operating expenses; and
|- |  | ------------------------------------

|o |  | expose us to significant liabilities.
|- |  | -------------------------------------

We cannot be sure what effect any
future material noncompliance by us with these laws and regulations or any material
changes in these laws and regulations could have on our business, operating results and
financial condition.

We may be subject to
system disruptions, which could adversely affect our revenues.

Our ability to attract and maintain
relationships with users, advertisers, and strategic partners will depend on the
satisfactory performance, reliability and availability of our Internet infrastructure. Our
Internet advertising revenues relate directly to the number of advertisements and other
marketing opportunities delivered to our users. System interruptions or delays that result
in the unavailability of Internet sites or slower response times for users would reduce
the number of impressions and leads delivered. This could reduce revenue as the
attractiveness of our sites to users, strategic partners and advertisers decreases. Our
insurance policies provide only limited coverage for service interruptions and may not
adequately compensate us for any losses that may occur due to any failures or
interruptions in our systems. Further, we do not have multiple site capacity for all of
our services in the event of any such occurrence. We may experience service disruptions
for the following reasons:

|o |  | occasional scheduled maintenance;
|- |  | ---------------------------------

|o |  | equipment failure;
|- |  | ------------------

|o |  | when traffic volumes to our sites increase beyond our infrastructures capacity;
|- |  | --------------------------------------------------------------------------------

|o |  | due to natural disasters, telecommunications failures, power failures, other system failures,
maintenance, viruses, hacking or other events.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------

Our networks may be
vulnerable to unauthorized persons accessing our systems, which could disrupt our
Internet operations and result in the theft of our proprietary information.

A party who is able to circumvent our
security measures could misappropriate either our proprietary information or the personal
information of our users and customers or cause interruptions or malfunctions in our
Internet operations. We may be required to expend significant capital and resources to
protect against the threat of security breaches or to alleviate problems caused by
breaches in security. For example, so-called spiders have and can be used in
efforts to copy our databases, including our database of technology products and prices.

Our activities and the activities of
third party contractors involve the storage and transmission of proprietary and personal
information, such as computer software or credit card numbers. Accordingly, security
breaches could expose us to a risk of loss or litigation and possible liability. We cannot
assure you that contractual provisions attempting to limit our liability in these areas
will be successful or enforceable, or that other parties will accept such contractual
provisions as part of our agreements.

Our business, operating
results and financial condition may be impacted by certain contingencies related to our
guarantee of certain lease obligations.

In conjunction with the ZDNet
acquisition in 2000, we assumed a guarantee of the obligations of Ziff Davis Media Inc.,
an unaffiliated company and primary lessee, under a New York City office lease for a total
of 399,773 square feet. This lease expires in 2019. The annual average cost per square
foot is approximately thirty dollars over the remaining term of the lease. Ziff Davis
Media Inc. currently occupies 144,682 square feet of this space. Ziff Davis Media Inc.
subleases 205,951 square feet to The Bank of New York, FOJP Risk Management and Softbank,
collectively. In addition, we currently sublease and occupy 49,140 square feet of the
office space from Ziff Davis Media Inc. These leases and subleases fully cover the current
monthly lease payments.

As of December 31, 2005, the total
lease payments remaining until the end of the lease term were $158.5 million, excluding
the amounts attributable to our sublease with respect to the floor we occupy. If the
financial condition of any of the sublessees or the primary lessee were to deteriorate and
thereby result in their inability to make lease payments, we would be required to make
their lease payments under the guarantee. In addition, any expiration of any sublease, the
potential resulting vacancy and the inability of Ziff Davis Media Inc. to make the primary
lease payments could result in us being required to make lease payments on these
vacancies.

In connection with that guarantee, we
have a letter of credit for $15.0 million outstanding as a security deposit. As there is
no present obligation to make any payments in connection with this guarantee, we have not
recorded any liability for this guarantee in its financial statements.

Our business could be
adversely impacted if we have deficiencies in our disclosure controls and procedures or
internal control over financial reporting.

The design and effectiveness of our
disclosure controls and procedures and internal control over financial reporting may not
prevent all errors, misstatements or misrepresentations. As part of managements
review of our accounting policies and internal control over financial reporting for the
year ended December 31, 2004 pursuant to Section 404 of the Sarbanes-Oxley Act of 2002,
management concluded that there was a material weakness in our internal control over
financial reporting related to the lack of adequate staffing in the area of financial
reporting resulting in managements inability to consistently follow some its
internal control over financial reporting related to (a) the timely preparation of
comprehensive documentation supporting managements analysis of the appropriate
accounting treatment for non-routine and complex items and (b) the conducting of a
critical secondary review of this supporting documentation by internal staff or outside
advisors to determine its completeness and the accuracy of the conclusions. We concluded
that we have remediated this material weakness as of December 31, 2005. While management
will continue to review the effectiveness of our disclosure controls and procedures and
internal control over financial reporting, we can not assure you that our disclosure
controls and procedures or internal control over financial reporting will be effective in
accomplishing all control objectives all of the time. Other deficiencies, particularly a
material weakness in internal control over financial reporting, which may occur in the
future could result in misstatements of our results of operations, restatements of our
financial statements, a decline in our stock price, or otherwise materially adversely
affect our business, reputation, results of operation, financial condition or liquidity.

Accounting rules
regarding goodwill could make our reported results more volatile.

Goodwill is tested for impairment
annually or when an event occurs indicating the potential for impairment. The evaluation
is prepared based on our current and projected performance for the identified reporting
units. The fair value of our reporting units is determined using a combination of the cash
flow and market comparable approaches. If we conclude at any time that the carrying value
of our goodwill and other intangible assets for any of our reporting units exceeds its
implied fair value, we will be required to recognize an impairment, which could materially
reduce operating income and net income in the period in which such impairment is
recognized.

In the application of these
methodologies, we were required to make estimates of future operating trends and judgments
on discount rates and other variables. Actual future results and other assumed variables
could differ from these estimates, including changes in the economy, the business
environment in which we operate, and/or our own relative performance. Any differences in
actual results compared to our estimates could result in further future impairments.
Accordingly, our future earnings may be subject to significant volatility, particularly on
a period-to-period basis.

We will record
substantial expenses related to our issuance of stock-based compensation which may have a
material negative impact on our operating results for the foreseeable future.

Effective January 1, 2006, we adopted
the SFAS No. 123 (R) for stock-based employee compensation. Our stock compensation
expenses are expected to be significant in future periods, which will have an adverse
impact on our operating income and net income. Our option-pricing model requires the input
of highly subjective assumptions, including the options expected life and the price
volatility of the underlying stock. Changes in the subjective input assumptions can
materially affect the amount of our stock compensation expense. Our estimated stock
compensation expenses for 2006 may also be greater than expected if the fair value of our
stock increases. In addition, an increase in the competitiveness of the market for
qualified employees could cause us to issue more stock-based compensation than expected,
which would increase our estimated expenses for 2006.

Our debt obligations
expose us to risks that could adversely affect our financial condition.

We have a substantial level of debt
and interest expense. At December 31, 2005 we had approximately $141.8 million of
outstanding indebtedness. The level of our indebtedness, among other things, could:

|o |  | make it difficult for us to make payments on our debt as described below;
|- |  | -------------------------------------------------------------------------

|o |  | make it difficult for us to obtain any necessary financing in the future for
working capital, capital expenditures, debt service, acquisitions or general
corporate purposes;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | limit our flexibility in planning for or reacting to changes in our business;
|- |  | -----------------------------------------------------------------------------

|o |  | reduce funds available for use in our operations;
|- |  | -------------------------------------------------

|o |  | place us at a possible competitive disadvantage relative to less leveraged
competitors and competitors that have better access to capital resources;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | impair our ability to incur additional debt because of financial and other
restrictive covenants; and
|- |  | -----------------------------------------------------------------------------------------------------

|o |  | make us more vulnerable in the event of a downturn in our
business or an increase in interest rates.
|- |  | ----------------------------------------------------------------------------------------------------

If we experience a decline in
revenues due to any of the factors described in this Risk Factors section or otherwise, we
could have difficulty paying interest and principal amounts due on our indebtedness. If we
are unable to generate sufficient cash flow or otherwise obtain funds necessary to make
required payments, or if we fail to comply with the various requirements of our
indebtedness, we would be in default, which would permit the holders of our indebtedness
to accelerate the maturity of the indebtedness and could cause defaults under our other
indebtedness. Any default under our indebtedness could have a material adverse effect on
our financial condition. If we do not achieve and sustain positive net income, we could
have difficulty repaying or refinancing our outstanding debt.

Changes in our tax rate
could affect our future results.

Our future effective tax rates could
be unfavorably affected by changes in the valuation of our deferred tax assets and
liabilities, changes in the mix of earnings in countries with differing statutory tax
rates, or by changes in tax laws or their interpretations. In addition, we are subject to
the continuous examination of our tax returns by the Internal Revenue Service and other
tax authorities. We regularly assess the likelihood of adverse outcome resulting from
these examinations to determine the adequacy of our provision for income taxes. The
outcomes from examinations may have an adverse effect on our business, operating results
and financial condition.

The trading value of our
common stock may be volatile and decline substantially.

The trading price of our common stock
is subject to wide fluctuations, which are a result of a number of events and factors,
including:

|o |  | quarterly variations in operating results;
|- |  | ------------------------------------------

|o |  | announcements of innovations requiring significant expenditures;
|- |  | ----------------------------------------------------------------

|o |  | new products, strategic developments or business
combinations by us or our competitors;
|- |  | ---------------------------------------------------------------------------------------

|o |  | changes in our financial estimates or that of securities analysts;
|- |  | ------------------------------------------------------------------

|o |  | our sale of common stock or other securities in the future;
|- |  | -----------------------------------------------------------

|o |  | changes in recommendations of securities analysts;
|- |  | --------------------------------------------------

|o |  | the operating and securities price performance of other companies that
investors may deem comparable to us; and
|- |  | ---------------------------------------------------------------------------------------------------------------

|o |  | news reports, including those relating to trends in the Internet.
|- |  | -----------------------------------------------------------------

In addition, the stock market in
general, and the market prices for Internet-related companies in particular, have
experienced extreme volatility that often has been unrelated to the operating performance
of these companies. These broad market and industry fluctuations may adversely affect the
trading price of our common stock. These fluctuations may make it more difficult to use
stock as currency to make acquisitions that might otherwise be advantageous, or to use
stock options as a means to attract and retain employees.

Any shortfall in revenue or earnings
compared to our or 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 or delays 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.

Provisions of our
certificate of incorporation, bylaws and Delaware law could deter takeover attempts.

Some provisions in our certificate of
incorporation and bylaws could delay, prevent or make more difficult a merger, tender
offer, proxy contest or change of control. Our stockholders might view any transaction of
this type as being in their best interest since the transaction could result in a higher
stock price than the current market price for our common stock. Among other things, our
certificate of incorporation and bylaws:

|o |  | authorize our board of directors to
issue preferred stock with the terms of each series to be fixed by our board of directors;
|- |  | ------------------------------------------------------------------------------------------------------------------------------

|o |  | divide our board of directors into three classes so that only approximately one-third of
the total number of directors is elected each year;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------

|o |  | permit directors to be removed only
for cause; and
|- |  | --------------------------------------------------

|o |  | specify advance notice requirements for stockholder proposals and
director nominations
|- |  | --------------------------------------------------------------------------------------

In addition, with some exceptions,
the Delaware General Corporation Law restricts or delays mergers and other business
combinations between us and any stockholder that acquires 15% or more of our voting stock.

A substantial number of
shares of common stock may be sold, which could affect the trading price of our common
stock.

We have a substantial number of
shares of common stock subject to stock options. As of December 31, 2005, we had 3,001,450
shares of common stock available for future grant under our employee stock option plans,
18,959,448 issuable upon the future conversion of outstanding stock options and 8,333,337
shares of common stock issuable upon conversion of our 0.75% Convertible Senior Notes due
2024. In addition, as of December 31, 2005, we have approximately 250 million shares of
authorized but unissued shares of our common stock that are available for future sale. We
have an effective Registration Statement on Form S-3 registering the sale of up to $300
million of securities, which we may use in the future to offer equity securities. We
cannot predict the effect, if any, that future sales of shares of our common stock, or the
availability of shares of our common stock for future sale, will have on the market price
of our common stock. Sales of substantial amounts of our common stock, including shares
issued in connection with acquisitions, upon the exercise of stock options or warrants or
the conversion of debt securities, or the perception that such sales could occur, may
adversely affect prevailing market prices for our common stock.

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

ITEM 3.    
 Defaults Upon Senior Securities.  None.

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

ITEM 5.    
Other Information.  None.

ITEM 6.    
Exhibits.

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

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

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

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

---

# SIGNATURES

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

| |  | CNET Networks, Inc.(Registrant)BY: /s/ George E. MazzottaGeorge E. MazzottaExecutive Vice President, Chief Financial Officer
| |  | ------------------------------------------------------------------------------------------------------------------------------------------

Dated: May 9, 2006

---

# EXHIBIT INDEX

# Exhibit

# Number Description

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

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

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

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

* Filed herein.