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

                                  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, 1999

                                       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, INC.
                 (Exact name of registrant as specified in its charter)

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


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

                         TELEPHONE NUMBER (415) 395-7800
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file reports) and (2) has been subject to such filing
requirements for the past 90 days.

                                 Yes /X/  No / /

As of April 30, 1999 there were 35,614,023 shares of the registrant's common
stock outstanding.

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

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

                                   CNET, INC.
                            CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                                    (in 000's)
<TABLE>
<CAPTION>
                                                    March 31,      December 31,
                                                      1999           1998
                                                   -------------  -------------
<S>                                                <C>            <C>
                              ASSETS
Current assets:
     Cash and cash equivalents . . . . . . . . .       $208,152        $51,534
     Marketable securities . . . . . . . . . . .        194,125            -
     Accounts receivable, net. . . . . . . . . .         16,667         15,074
     Accounts receivable, related party. . . . .            -            1,711
     Other current assets. . . . . . . . . . . .          9,914          1,705
     Restricted cash . . . . . . . . . . . . . .          5,916            945
                                                   -------------  -------------
          Total current assets . . . . . . . . .        434,774         70,969

Property and equipment, net. . . . . . . . . . .         15,337         15,325
Other assets . . . . . . . . . . . . . . . . . .         22,087          2,060
                                                   -------------  -------------
                                                       $472,198        $88,354
                                                   =============  =============

            LIABILITIES AND STOCKHOLDERS' EQUITY 
Current liabilities:
     Accounts payable. . . . . . . . . . . . . .         $3,464         $3,477
     Accrued liabilities . . . . . . . . . . . .          8,946          6,593
     Current portion of long-term debt . . . . .          1,063          1,112
     Deferred tax liability. . . . . . . . . . .         50,300            -
                                                   -------------  -------------
          Total current liabilities. . . . . . .         63,773         11,182

Long-term debt . . . . . . . . . . . . . . . . .        179,118            569
                                                   -------------  -------------
          Total liabilities. . . . . . . . . . .        242,891         11,751

Stockholders' equity:
     Common stock. . . . . . . . . . . . . . . .              4              3
     Additional paid-in capital. . . . . . . . .        130,719        127,770
     Other comphrehensive income . . . . . . . .        127,008            -
     Accumulated deficit . . . . . . . . . . . .        (28,424)       (51,170)
                                                   -------------  -------------
          Total stockholders' equity . . . . . .        229,307         76,603
                                                   -------------  -------------
                                                       $472,198        $88,354
                                                   =============  =============
</TABLE>
          See accompanying notes to condensed consolidated financial statements.

<PAGE>

                                   CNET, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                                  (in 000's)
<TABLE>
<CAPTION>
                                         Three Months Ended
                                            March 31,
                                     ------------------------
                                         1999        1998
                                     ----------- ------------
<S>                                  <C>         <C>
Revenues:
   Internet. . . . . . . . . . . . .    $17,950       $8,009
   Television. . . . . . . . . . . .      1,652        1,752
                                     ----------- ------------
      Total Revenues . . . . . . . .     19,602        9,761

Cost of revenues:
   Internet. . . . . . . . . . . . .      6,838        5,289
   Television. . . . . . . . . . . .      1,607        1,747
                                     ----------- ------------
      Total cost of revenues . . . .      8,445        7,036
                                     ----------- ------------
Gross profit . . . . . . . . . . . .     11,157        2,725

Operating expenses:
   Sales and marketing . . . . . . .      4,920        2,480
   Development . . . . . . . . . . .      1,508          777
   General and administrative. . . .      1,527        1,644
   Amortization of intangible assets        306         -
                                     ----------- ------------
      Total operating expenses . . .      8,261        4,901
                                     ----------- ------------
Operating income(loss) . . . . . . .      2,896       (2,176)

Other income (expense):
   Equity losses . . . . . . . . . .        -         (3,679)
   Gain on investments sales . . . .     19,875         -
   Interest income(expense), net . .        237          199
                                     ----------- ------------
   Total other income (expense). . .     20,112       (3,480)
                                     ----------- ------------
   Net income (loss). . . . . . . . .   $23,008      ($5,656)
                                     =========== ============

Other comprehensive income, net of tax:

   Unrealized holding gains arising 
    during the period. . . . . . . .    127,008         -
                                     ----------- ------------
   Comprehensive income(loss)          $150,016      ($5,656)
                                     =========== ============

Basic net income (loss) per share. .      $0.67       ($0.19)
                                     =========== ============

Diluted net income (loss) per share.      $0.61       ($0.19)
                                     =========== ============

Shares used in calculating
  basic per share data . . . . . . .     34,495       29,570
                                     =========== ============

Shares used in calculating
  diluted per share data . . . . . .     37,977       29,570
                                     =========== ============
</TABLE>
   See accompanying notes to condensed consolidated financial 

<PAGE>

                                   CNET, INC.
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                   (in 000's)
<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                                March 31,
                                                      ---------------------
                                                      1999       1998
                                                      ---------- ----------
<S>                                                   <C>        <C>
Cash flows from operating activities:
   Net income(loss) . . . . . . . . . . . . . . . . .   $23,008    ($5,656)
   Adjustments to reconcile net income(loss) to net
     cash used in operating activities:
     Depreciation and amortization. . . . . . . . . .     1,851      1,617
     Amortization of program costs. . . . . . . . . .     1,949      1,701
     Allowance for doubtful accounts. . . . . . . . .       (80)       199
     Gain on investments . . . . . . . . . . . . .      (19,875)       -
     Changes in operating assets and liabilities:
        Accounts receivable . . . . . . . . . . . . .       332       (250)
        Other current assets. . . . . . . . . . . . .    (9,652)      (249)
        Other assets. . . . . . . . . . . . . . . . .    (3,201)       182
        Accounts payable. . . . . . . . . . . . . . .       (18)      (767)
        Accrued liabilities . . . . . . . . . . . . .     2,981     (1,692)
                                                      ---------- ----------
           Net cash provided by (used in) operating
             activities . . . . . . . . . . . . . . .    (2,705)    (4,915)
                                                      ---------- ----------
Cash flows from investing activities:
  Purchases of equipment, excluding capital leases. .    (1,358)    (1,123)
  Purchases of programming assets . . . . . . . . . .    (2,000)    (1,484)
  Deferred interest . . . . . . . . . . . . . . . . .      (690)       -
  Cash paid for acquisitions. . . . . . . . . . . . .    (6,859)       -
                                                      ---------- ----------
           Net cash used in investing activities. . .   (10,907)    (2,607)
                                                      ---------- ----------
Cash flows from financing activities:
  Net proceeds from issuance of convertible debt. . .   166,943        -
  Net proceeds from employee stock purchase plan. . .       190        222
  Net proceeds from exercise of options . . . . . . .     3,263        784
  Principal payments on capital leases. . . . . . . .       (42)       (87)
  Principal payments on equipment note. . . . . . . .      (124)      (312)
                                                      ---------- ----------
           Net cash provided by financing activities.   170,230        607
                                                      ---------- ----------
Net increase (decrease) in cash and cash equivalents.   156,618     (6,915)
Cash and cash equivalents at beginning of period  . .    51,534     22,554
                                                      ---------- ----------
Cash and cash equivalents at end of period  . . . . .  $208,152    $15,639
                                                      ========== ==========
Supplemental disclosure of cash flow information:
  Interest paid . . . . . . . . . . . . . . . . . . .      $130        $68
                                                      ========== ==========
Supplemental disclosure of noncash transactions:
  Issuance of debt for acquisitions . . . . . . . . .   $50,300     $  -
                                                      ========== ==========
  Equity investments. . . . . . . . . . . . . . . . .  $177,491       $582
                                                      ========== ==========
  Deferred tax liability. . . . . . . . . . . . . . .    $5,098     $  -
                                                      ========== ==========
</TABLE>
         See accompanying notes to condensed consolidated financial statements.
<PAGE>




                                        CNET, INC.

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                        (Unaudited)



(1) Basis of Presentation

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

        The condensed consolidated results of operations for the three 
months ended March 31, 1999 are not necessarily indicative of the results
to be expected for the current year or any other period.

Net Income (Loss) Per Share

        Basic net income per share is computed using the weighted average
number of outstanding shares of common stock and diluted net income
per share is computed using the weighted average number of 
outstanding shares of common stock and common stock equivalents.
Basic and diluted net loss per share are computed using the
weighted average number of outstanding shares of common stock. Net
loss per share for the period ended March 31, 1999 does not include the
effect of the potential conversion of convertible debt to approximately
2,311,312 common shares related to the Convertible Subordinated Debt
offering completed on March 8, 1999,  because their effect is 
anti-dilutive.  Net loss per share for the period ended  March 31,
1998 does not include the effect of approximately 4,286,068 stock options
because their effect is anti-dilutive.

     The following table sets forth the computation of net income
(loss) per share (in thousands, except per share data):

                                             Three Months 
                                           Ended March 31,
                                       -------------------------
                                             1999       1998
                                       --------------  --------
Net income (loss)                           $23,008      ($5,656) 
Basic and diluted:                     ============== ============
 Weighted average common shares
  outstanding used in computing basic        34,495       29,570 
  net income(loss) per share           ============== ============ 
 Basic net income(loss) per share             $0.67       ($0.19)    
                                       ============== ============ 
 Weighted average common shares
  and common stock equivalents 
  outstanding used in computing diluted
  net income(loss) per share                 37,977       29,570    
                                       ============== ============ 
 Diluted net income(loss) per share           $0.61       ($0.19)   
                                       ============== ============ 

Income Taxes

      No income tax provision has been provided as the Company has
sufficient net operating losses for which no benefit has been 
recognized, to cover anticipated taxable income for fiscal 1999.

Stock Split

        On March 8, 1999, the Company effected a two-for-one split of 
its common stock.  The accompanying consolidated financial statements
for the period ended March 31, 1998 have been adjusted to reflect
the stock split.

Recent Accounting Pronouncements

     The FASB recently issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities."  SFAS No. 133 establishes 
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts (collectively
referred to as derivatives), and for hedging activities.  It requires
that an entity recognize all derivatives as either assets or liabilities
in the statement of financial position and measure those instruments at
fair value.  For a derivative not designated as a hedging instrument,
changes in the fair value of the derivative are recognized in earnings
in the period of change.  The Company must adopt SFAS No. 133 by July 1,
1999.  Management does not believe the adoption of SFAS No. 133 will
have a material effect on the financial position or operations of the
Company.


(2) Comprehensive Income

        The Company has adopted the provisions of SFAS No. 130, 
"Reporting Comprehensive Income," which established standards for 
reporting and disclosures of comprehensive income and its components 
(revenues, expenses, gains and losses) in a full set of general 
purpose financial statements.  Financial statements for earlier
periods have been reclassified for comparative purposes.

        During the first quarter of 1999 the Company reported unrealized
holding gains arising from investments.  The Company has an investment in
Vignette Corporation ("Vignette"), which completed an initial public
offering during the first quarter of 1999. The Company's investment in Vignette
was recorded at market value based on the closing price of Vignette's stock
on March 31, 1999.  In addition, the Company recognized a gain on the
sale of BuyDirect.com ("BuyDirect"), which resulted from the merger
of beyond.com and BuyDirect as a result of the merger, the Company owns
approximately 755,000 shares of beyond.com, a public corporation.
The Company recorded a non-cash gain based on the market value of the
shares received on the date of the merger. At March 31, 1999, the 
increase in value of the beyond.com shares was recorded as other
comprehensive income.

(3) Segment Information

     The Company has adopted the provisions of SFAS No. 131, "Disclosure 
About Segments of an Enterprise and Related Information."  SFAS No. 131
establishes standards for the reporting by public business enterprises
of information about operating segments, products and services, 
geographic areas and major customers.  The method for determining what
information to report is based on the way that management organizes the
operating segments within the Company for making operating decisions and
assessing financial performance.

     The Company's chief operating decision maker is considered to be the
Company's Chief Executive Officer ("CEO").  The CEO reviews financial
information presented on a consolidated basis accompanied by disaggregated
information about revenue and cost of revenue by operating segment for 
purposes of making operating decisions and assessing financial performance.
The consolidated information reviewed by the CEO is identical to the
information presented in the accompanying financial statement of  
operations.  The Company operates in two segments, television and CNET
Online, the Company's Internet operation.


(4) NetVentures Acquisition

        On February 16, 1999, the Company completed the acquisition of 
NetVentures, Inc., a California corporation ("NetVentures"), through a 
merger of NetVentures into the Company.  Pursuant to the merger, 
the Company issued 207,204 shares of common stock in exchange for all
of the outstanding shares of NetVentures.  NetVentures owned and operated 
ShopBuilder, an  online store-creation system.  The Company recorded
this transaction using the pooling-of-interets accounting method and
recorded the financial results of NetVentures in its consolidated financial
statements effective January 1, 1999.  The consolidated financial
statements of the Company prior to January 1, 1999 have not been
adjusted for the consolidated financial results of NetVentures as 
the impact was not material.  

(5) Auctiongate Acquisition

        On February 19, 1999, the Company completed the acquisition of 
AuctionGate Interactive, Inc., a California corporation ("AuctionGate"),
through a merger of AuctionGate into the Company.  Pursuant to the merger, 
the Company issued 107,084 shares of common stock in exchange for all of
the outstanding shares of AuctionGate.  Auctiongate owned and operated
Auctiongate.com, an online auction site specializing in computer products.
The Company recorded this transaction using the pooling-of-interests
accounting method and recorded the financial results of AuctionGate
in its consolidated financial statements effective January 1, 1999.  The
consolidated financial statements of the Company prior to January 1, 1999
have not been adjusted for the consolidated financial results of AuctionGate
as the impact was not material.  

(6) Winfiles Acquisition

         On February 26, 1999, the Company acquired substantially all of
the assets of Winfiles.com, a download service, from Jensesys LLC, a
Washington limited liability company ("Winfiles"), for a total
purchase price of $11.5 million, of which $5.75 million was paid in
cash and a note for $5.75 will be paid August 26, 1999.  The Company recorded
this transaction using the purchase method of accounting and recognized 
$11.0 million in goodwill.  The goodwill is being amortized on a straight-
line basis over a three year period.  The goodwill is reassessed annually to
determine whether any potential impairment exists.

(7) Debt Offering

       On March 8, 1999, the Company completed a private placement with gross
proceeds of $172.9 million of 5% Convertible Subordinated Notes, due 
2006 (the "Notes").  The Notes are convetible into the Company's common stock
after June 7, 1999 at a conversion price of $74.8125 per share, subject 
to adjustments in certain events, at the option of the noteholder.

(8) KillerApp Acquisition

       On March 22, 1999, the Company completed the acquisition of 
KillerApp Corporation., a California corporation ("KillerApp"), through a 
merger of KillerApp into the Company.  Pursuant to the merger, the Company
issued 523,400 shares of common stock in exchange for all of the outstanding
shares of KillerApp.  KillerApp owned and operated KillerApp.com, an online
comparison  shopping service for computer and consumer related products. 
The Company recorded this transaction using the pooling-of-interests 
accounting method and recorded the financial results of KillerApp in its
consolidated financial statements effective January 1, 1999.  The
consolidated financial statements of the Company prior to January 1,
1999 have not been adjusted for the consolidated financial results of
KillerApp as the impact was not material.  

(9) BuyDirect Merger

        In March 1999, BuyDirect entered into a merger agreement with
beyond.com that resulted in the Company owning approximately 755,000
shares of beyond.com as a result of the Company's ownership interest in
BuyDirect. The Company recorded a non-cash gain related to the shares received
on the date of the merger.  Our investment in beyond.com is classified as a
marketable security on the balance sheet and fluctuations in the value of this
investment have been recorded as unrecognized gain (loss) on investments
under comprehensive income. 

(11) Subsequent Events

       On April 21, 1999, the Company announced a two-for-one split of
its common stock for common shareholders of record as of May 10, 1999
payable on May 28, 1999.

        On April 30, 1999, the Company acquired Sumo, Inc., a Florida
Corporation ("Sumo") in which the Company issued 234,742 shares of common 
stock to the stockholders of Sumo.  Sumo developed Internet service
directories, including webhostlist.com, webdesignlist.com and webisplist.com.


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

General

        CNET, Inc. (the Company, which may be referred to as we, us or 
our) is a leading media company that provides consumers with 
authoritative information online and on television regarding computers, 
the Internet and digital technologies.  We seek to use our editorial, 
technical, product database and programming expertise to engage 
consumers and attract advertisers.  Based on the volume of traffic over 
our branded online network, we believe that we have an established 
leadership position in our market.  We believe that our online network 
is the most frequently used source of technology information online, 
with an average of approximately 9.5 million pages viewed daily during 
the first quarter of 1999.

Results of Operations


Revenues

Total Revenues

Total revenues were $19.6 million and $9.8 million for the three months 
ended March 31, 1999 and 1998, respectively. 

Internet Revenues

        Total Internet revenues were $18.0 million and $8.0 million for 
the three months ended March 31, 1999 and 1998, respectively. Internet 
revenues consist primarily of revenues derived from the sale of 
advertisements on pages delivered to users of our Internet network.  
Advertising programs are generally delivered on either an "impression" 
based program or a "performance" based program.  An impression based 
program earns revenues when an advertisement is delivered to a user of 
our Internet network.  A performance based program earns revenues when 
a user of our Internet network responds to an advertisement by linking 
to an advertisers Internet network.  Advertising rates vary depending 
upon whether a program is impression or performance based, where 
advertisements are placed and the amount and length of the advertiser's 
commitment.  Advertising revenues are recognized in the period in which 
the advertisements are delivered.  Our ability to sustain or increase 
revenues for Internet advertising will depend on numerous factors, 
which include, but are not limited to, our ability to increase our 
inventory of delivered Internet pages on which advertisements can be 
displayed and our ability to maintain or increase advertising rates.  
In the fourth quarter of 1998 CNET began generating revenue from lead-
based compensation from its shopping services.

      The increase in revenues for CNET Online of $9.9 million for the 
three month period ended March 31, 1999 compared to the same period in 
1998 was attributable to increased pages delivered and increased 
advertisements sold on our network and an increase in our average 
revenue yield per page delivered. Average daily pages delivered on our 
network were approximately 9.5 million for the three months ended March 
31, 1999 as compared to 6.3 million for the three months ended March 
31, 1998, or an increase of 51%.  The increased traffic from the three 
months ended March 31, 1998 to the three months ended March 31, 1999 
was primarily related to an increase in the number of users of our 
network.  In the fourth quarter of 1998, we began generating revenues 
from lead-based advertising on our shopping services.  These lead-based 
programs, which were offered during the three months ended March 31, 1999,
but were not offered during the same period in 1998, contributed to our 
increased average revenue yield per page.

      In addition, Internet revenues included non-advertising revenues 
of $150,000 and $1.0 million for the three months ended March 31, 1999 
and 1998, respectively.  Non-advertising revenues include fees earned 
from Company sponsored trade shows, electronic commerce revenues, 
content licensing revenues, technology licensing and consulting. 

        A portion of our Internet revenues were derived from barter 
transactions whereby we delivered advertisements on our Internet 
channels in exchange for advertisements on the Internet sites of other 
companies.  Barter transactions accounted for $1.2 million and $709,000 
for the three months ended March 31, 1999 and 1998, respectively.

Television Revenues

        Television revenues were $1.7 million and $1.8 million for the 
three months ended March 31, 1999 and 1998, respectively. Pursuant to 
our agreement with USA Networks, USA Networks licensed the right to 
carry the two hour programming block, Digital Domain, on its networks 
for a fee equal to the cost of production of those programs up to a 
maximum of $5.5 million from July 1, 1997 to June 30, 1998 and $5.9 
million from July 1, 1998 to June 30, 1999.  This agreement with USA 
Networks expires on June 30, 1999, but has been extended until 
September 30, 1999.

       We also produce a television program, TV.com, which is 
exclusively distributed by Trans World International ("TWI"). Through 
February 28, 1998, TWI sold the advertisements on TV.com and these 
revenues were used to offset the costs of distribution and production 
of the program.  Beginning March 1, 1998, we assumed responsibility for 
the sale of advertisements on TV.com and began paying a distribution 
fee to TWI.  The decrease in revenues related to our television 
operations was primarily related to decreased revenues for TV.com.

        Television operations accounted for 8% and 18% of total revenues 
and Internet operations accounted for 92% and 82% of total revenues for 
the three months ended March 31, 1999 and 1998, respectively. We expect 
to experience fluctuations in television and Internet revenues in the 
future that may be dependent on many factors, including demand for the 
Company's Internet sites and television programming and our ability to 
develop, market and introduce new and enhanced Internet content and 
television programming. 

        Cost of Revenues

Total Cost of Revenues

        Total cost of revenues were $8.4 million and $7.0 million for the 
three months ended March 31, 1999 and 1998, respectively.  Cost of 
revenues includes costs associated with the production and delivery of 
television programming and the production of our Internet channels.  
The principal elements of cost of revenues for our television 
operations have been the production costs of our television programs, 
which primarily consist of payroll and related expenses for the 
editorial and production staff and costs for facilities and equipment.  
The principal elements of cost of revenues for our Internet operations 
have been payroll and related expenses for the editorial, production 
and technology staff, as well as costs for facilities and equipment.

Cost of Internet Revenues

        Cost of Internet revenues were $6.8 million and $5.3 million for 
the three months ended March 31, 1999 and 1998, respectively, 
representing 38% and 65% of the related revenues, respectively.  The 
increase of $1.5 million for the three months ended March 31, 1999 as 
compared to the same period in 1998 was primarily attributable to 
increases in personnel and personnel related costs.  In addition, costs 
of approximately $400,000 were recognized in the three months ended 
March 31, 1999 related to the acquisition of Shopper.com, which was 
acquired in May 1998 and the acquisitions of NetVentures, AuctionGate,
Winfiles and KillerApp which were all acquired during the three months ended 
March 31, 1999.

Cost of Television Revenues

        Cost of television revenues were $1.6 million and $1.7 million 
for the three months ended March 31, 1999 and 1998, repsectively, 
representing approximately 97% and 100% of the related revenues, 
respectively.

Sales and Marketing

        Sales and marketing expenses consist primarily of payroll and 
related expenses, consulting fees and advertising expenses.  Sales and 
marketing expenses were $4.9 million and $2.5 million for the three 
months ended March 31, 1999 and 1998, respectively, representing 25% of 
total revenues for each of the periods. Sales and marketing expenses 
increased $2.4 million for the three months ended March 31, 1999 
compared to the same period in 1998. This increase was related to 
increased personnel in sales and sales support roles and their related 
expenses of approximately $1.0 million and an increase in marketing 
expenses of $1.4 million.  The increase in marketing expenses was 
primarily related to increased expenses for advertising of $1.1 
million, which included an increase in barter transactions of $245,000. 
We regularly evaluate our marketing efforts and may determine to 
significantly increase our marketing expenditures in the future. 

Development

        Development expenses include expenses for the development and 
production of new Internet channels and for the research and 
development of new or improved technologies to enhance the features and 
functionality of our Internet network, including payroll and related 
expenses for editorial, production and technology staff, as well as 
costs for facilities and equipment.  Costs associated with the 
development of a new Internet channel are no longer recognized as 
development expenses when the new channel begins generating revenue.  

     Development expenses were $1.5 million and $777,000 for the three 
months ended March 31, 1999 and 1998, respectively, representing 8% for 
each of the periods. The increase in development expenses of 
approximately $731,000 for the three months ended March 31, 1999 as 
compared to the same period in 1998 was primarily attributable to 
increased personnel costs related to the enhancement of the 
functionality of our Internet network. 

General and Administrative

        General and administrative expenses consist of payroll and 
related expenses for executive, finance and administrative personnel, 
professional fees and other general corporate expenses.  General and 
administrative expenses were $1.5 million and $1.6 million for the 
three months ended March 31, 1999 and 1998, respectively, representing 
8% and 17% of total revenues, respectively. 

Goodwill Amortization

        We acquired Winfiles on February 26, 1999 for a total purchase 
price of $11.5 million.  The acquisition was a purchase of assets and 
approximately $11.0 million of the purchase price was attributable to 
goodwill.  We are amortizing the goodwill related to the purchase of 
Winfiles over three years.


Other Income (Expense)

        Total other income (expense) was $20.1 million and $(3.5) million 
for the three months ended March 31, 1999 and 1998, respectively.  
Other income (expense) consists of equity losses, gain on the sale of 
equity investments, interest income and interest expense.  
Equity losses included our interest in SNAP! LLC ("snap.com")  Pursuant 
to an agreement in June 1998 with NBC Multimedia, snap. was formed as a 
limited liability company, of which NBC Multimedia and us share 
control.  We have recorded snap.com's financial results using the 
equity method of accounting effective January 1, 1998.

We had no equity losses for the three months ended March 31, 
1999, and equity losses were $3.7 million for the three months ended 
March 31, 1998.  All of the equity losses in 1998 were related to 
snap.com.

        Gains on the sale of equity investments were $19.9 million for 
the three months ended March 31, 1999 and we had no gains on the sale 
of equity investments for the three months ended March 31, 1998.  The 
gains on sale of equity investments in the first quarter of 1999 relates
to the merger agreement between beyond.com and BuyDirect.com, which resulted
in our owning approximately 755,000 shares of beyond.com due to our ownership 
interest in BuyDirect.  We recorded a non-cash gain related to shares 
we received on the date of the merger.  Our investment in beyond.com is 
classified as marketable securities on our balance sheet and 
fluctuations in the value of this investment will be recorded as 
unrecognized gain (loss) on investments in the comprehensive income 
section of our balance sheet in future quarters until we realize a gain 
or loss on actual sales of the securities. 

Income (Loss)

        We recorded net income of $23.0 million or $0.61 per diluted 
share for the three months ended March 31, 1999 compared to net losses 
of $5.7 million or $0.19 per share for the comparable period in 1998.  
Net income increased $28.7 million for the three months ended March 31, 
1999 as compared to the similar period in 1998. This change was 
attributable to an increase in total revenues of $9.8 million and 
increases to cost of revenues and operating expenses of $4.8 million, 
resulting in an increase to operating profit of $5.1 million.  Other 
income and expense increased $23.6 million due to the gains on sales of 
investments recognized in 1999 and the reduction of equity losses that 
were incurred in 1998.  The increases in operating income combined with 
the increase in other income resulted in an increase in net income of 
$28.7 million.

Liquidity and Capital Resources

        As of March 31, 1999, we had cash and cash equivalents of $208.2
million.  Cash used in operating activities of $2.7 million for the 
three months ended March 31, 1999 was primarily due to an increase in 
other current assets and other assets of $12.9 million which was due 
primarily to an increase in a note receivable, an increase in accrued
liabilities of $3.0 million, increases in prepaid expenses and a
non-cash gain on investments of $19.9 million.  These increases
were partially offset by net income of $23.0 million and 
depreciation and amortization and the amortization of program costs of 
$3.8 million.  Net cash used in operating activities of $4.9 million in 
for the three months ended March 31, 1998 was primarily attributable to 
net losses in such periods.  Net cash used in investing activities of 
$10.9 million for the three months ended March 31, 1999 was primarily 
related to acquisitions and to purchases of equipment and programming 
assets.  Net cash used in investing activities of $2.6 million for the 
three months ended March 31, 1998 was primarily attributable to 
purchases of equipment and programming assets.  Cash flows provided by 
financing activities of $170.2 million for the three months ended March 
31, 1999 consisted primarily of the issuance of convertible debt
and the issuance of common stock through the exercise of stock options.  Cash 
flows provided by financing activities for the three months ended March 
31, 1998 consisted primarily of proceeds from the issuance of common 
stock through the exercise of stock options. We believe that existing 
funds will be sufficient to meet our anticipated cash needs for working 
capital and capital expenditures for at least the next 12 months.

        As of March 31, 1999 we had obligations outstanding under notes 
payable and under certain capital leases and under our convertible debt 
obligation of $180.2 million.  Such obligations were incurred to 
finance equipment purchases, acquire Winfiles.com and to obtain 
proceeds for general corporate purposes, which may include potentially 
significant increases in marketing expenditures and working capital.

Seasonality and Cyclicality

        We believe that advertising sales in traditional media, such as 
television, are generally lower in the first and third calendar 
quarters of each year than in the respective preceding quarters and 
that advertising expenditures fluctuate significantly with economic 
cycles.  Depending on the extent to which the Internet is accepted as 
an advertising medium, seasonality and cyclicality in the level of 
advertising expenditures generally could become more pronounced for 
Internet advertising. Advertising expenditures account for 
substantially all of our revenues, and seasonality and cyclicality in 
advertising expenditures generally, or with respect to Internet-based 
advertising specifically, could therefore have a material adverse 
effect on our business, financial condition or operating results. We 
may also experience seasonality in connection with our shopping 
services, which may reflect seasonal trends in the retail industry.  
The level of consumer retail spending generally decreases in the first 
and third calendar quarters.  

Year 2000 Compliance 

        We are aware of the issues associated with the programming code 
and embedded technology in existing systems as the year 2000 approaches.  
The "year 2000 issue" arises from the potential for computers to fail or 
operate incorrectly because their programs incorrectly interpret the two 
digit date fields "00" as 1900 or some other year, rather than the year 
2000.  The year 2000 issue creates risk for us from unforeseen problems 
in our computer systems and from third parties, including our customers, 
vendors and manufacturers.  Failures of our and/or third parties' 
computer systems could result in an interruption in, or a failure of, 
our normal business activities or operations.  Such failures could 
materially and adversely affect our business prospects, financial 
condition and operating results.

        To mitigate this risk, we have established a formal year 2000 
program to oversee and coordinate the assessment, remediation, testing 
and reporting activities related to this issue. We ares currently in 
the assessment phase of our year 2000 program.  As part of this 
assessment, we will review the following systems to determine if they 
are year 2000 compliant:

    * our application systems (financial systems, various custom-           
      developed business applications)

    * technology infrastructure (networks, servers, desktop   
      equipment)

    * facilities (security systems, fire alarm systems)

    * vendors/partners and products.

This review will include:

    * the collection of documentation from software and hardware
      manufacturers

    * the detailed review of programming code for custom applications

    * the physical testing of desktop equipment using software         
      designed to test for year 2000 compliance

    * the examination of key vendors'/partners' year 2000 programs 

    * the ongoing testing of our products as part of normal quality
      assurance activities. 

       We anticipate that we will complete the assessment and
remediation phase and begin the testing phase of our year 2000 program 
by the third quarter of 1999.  We have not made estimates for the costs 
associated with completing our year 2000 program, but will do so after 
completion of the assessment phase of the project.  Costs incurred to 
date, including costs of personnel, have not been material.  We can 
offer no assurance that we will not experience serious unanticipated 
negative consequences and/or additional material costs caused by 
undetected errors or defects in the technology used in our internal 
systems, or by failures of our vendors/partners to address their year 
2000 issues in a timely and effective manner.

        Should miscalculations or other operational errors occur as a 
result of the year 2000 issue, we or the parties on which we depend may 
be unable to produce reliable information or to process routine 
transactions. Furthermore, in the worst case, we or the parties on 
which we depend may be incapable of conducting critical business 
activities which include, but are not limited to, the production and 
delivery of our Internet channels, invoicing customers and paying 
vendors, which could have a material adverse effect on our business, 
prospects, financial condition and operating results.


Special Note Regarding Forward-Looking Statements and Risk Factors

       Certain statements in this Quarterly Report on Form 10-Q contain 
"forward-looking statements."  Forward-looking statements are any 
statements other than statements of historical fact.  Examples of 
forward-looking statements include projections of earnings, revenues or 
other financial items, statements of the plans and objectives of 
management for future operations, statements concerning proposed new 
products or services, statements regarding future economic conditions 
or performance and any statement 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. 

       The risks, uncertainties and other factors to which forward-
statements are subject include, among others, those set forth under the 
caption "Risk Factors" in our Annual Report on Form 10-K for the fiscal 
year ended December 31, 1998, which is available from us, from the 
SEC at prescribed rates and at the web-site www.sec.gov.  Such factors
include, without limitation, the following: limited operating history;
fluctuations in quarterly operating results; failure to compete; risks
associated with anticipated growth; risks related to potential Year 2000
problems; risks associated with technological change; availability of key 
personnel and changes in governmental regulations. All subsequent 
written or oral forward-looking statements attributable to us or 
persons acting on our behalf are expressly qualified in their entirety 
by such factors.

       Any or all of our forward-looking statements in this report and 
in any other public statements we make may turn out to be wrong. They 
can be affected by inaccurate assumptions we might make or by known or 
unknown risks and uncertainties. Many factors mentioned in the 
discussion in this report will be important in determining future 
results. Consequently, no forward-looking statement can be guaranteed. 
Actual future results may vary materially. We undertake no obligation 
to publicly update any forward-looking statements, whether as a result 
of new information, future events or otherwise. You are advised, 
however, to consult any further disclosures we make on related subjects 
in our reports to the SEC.  

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

Interest Rate Risk

     Our exposure to market rate risk for changes in interest rates relates
primarily to our investment portfolio.  We have not used derivative
financial instruments in our investment portfolio.  We invest our excess
cash in debt instruments of the U.S. Government and its agencies, and in
high-quality corporate issuers and, 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.

       Investment in both fixed rate and floating rate interest earning
instruments carries 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
which have declined in market value due to changes in interest rates.

Investment Risk

       We invest in equity instruments of information technology companies
for business and strategic purposes.  These investments are included in 
marketable securities and are accounted for under the cost method when
ownership is less than 20%. Such investments, which are in the Internet
industry, are subject to significant fluctuations in fair market value
due to the volatility of the stock market.


PART II. OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

       On February 16, 1999, we completed the acquisition of Netventures 
through a merger of Netventures into the Company.  Pursuant to the 
merger, we issued 207,204 shares of common stock to Netventures' 
stockholders.  No underwriters were involved in the transaction, and we 
did not pay any underwriting discounts or commissions. The issuance of 
shares in this transaction was exempt from the registration 
requirements of the Securities Act of 1933 pursuant to Section 4(2) 
thereof.

        On February 19, 1999, we completed the acquisition of AuctionGate 
through a merger of AuctionGate into the Company.  Pursuant to the 
merger, we issued 107,084 shares of common stock to AuctionGate's 
stockholders.  No underwriters were involved in the transaction, and we 
did not pay any underwriting discounts or commissions. The issuance of 
shares in this transaction was exempt from the registration 
requirements of the Securities Act of 1933 pursuant to Section 4(2) 
thereof.

        On March 8, 1999, we completed the sale of a new issue of 
$172,915,000 aggregate principal amount of 5% Convertible Subordinated 
Notes due 2006 (the "Notes").  The Notes are convertible into common 
stock any time after June 7, 1999 at a conversion price of $74.8125 per 
share, subject to adjustments in certain events.  The Notes were sold 
by us to Salomon Smith Barney Inc., BancBoston Robertson Stephens Inc. 
and Volpe Brown & Company, LLP, as representatives of the initial 
purchasers (collectively, the "Initial Purchasers") in an unregistered 
private placement.  The discount to the Initial Purchasers was 3.0% of 
the $172,915,000 principal amount of the Notes purchased (or an 
aggregate of $5,187,450).  We have been advised that the Initial 
Purchasers resold the Notes in the United States to "qualified 
institutional buyers" in reliance on Rule 144A under the Securities Act 
of 1933, as amended.

       On March 22, 1999, we completed the acquisition of KillerApp 
through a merger of KillerApp into the Company.  Pursuant to the 
merger, we issued 523,400 shares of its common stock to KillerApp's 
stockholders. The issuance of shares in this transaction was exempt 
from the registration requirements of the Securities Act of 1933 
pursuant to Section 4(2) thereof.  


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

2.1   Agreement and Plan of Merger, dated as of February 2, 1999, 
      by and among CNET, Inc., Netventures, Inc. and the 
      stockholders of Netventures, Inc. (filed as Exhibit 2.1 to 
      the Company's Current Report on Form 8-K filed March 1, 1999).

2.2   Agreement and Plan of Merger, dated as of February 19, 
      1999, by and among CNET, Inc., AuctionGate Interactive, 
      Inc. and the stockholders of AuctionGate Interactive, Inc. 
      (filed as Exhibit 2.2 to the Company's Current Report on 
      Form 8-K filed March 1, 1999).

2.3   Purchase Agreement, dated as of December 18, 1998, by and 
      among CNET, Inc., Jenesys LLC and Steve Jenkins  (filed as 
      Exhibit 2.3 to the Company's Current Report on Form 8-K 
      filed March 1, 1999).

2.4   Amendment No.1 to Purchase Agreement, dated as of January 
      22, 1999, by and among CNET, Inc., Jenesys LLC and Steve 
      Jenkins  (filed as Exhibit 2.4 to the Company's Current 
      Report on Form 8-K filed March 1, 1999).

2.5  Amendment No. 2 to Purchase Agreement, dated as of February 
     11, 1999, by and among CNET, Inc., Jenesys LLC and Steve 
     Jenkins.  (filed as Exhibit 2.5 to the Company's Current 
     Report on Form 8-K filed March 1, 1999).

2.6  Agreement and Plan of Merger, dated as of March 22, 1999, 
     by and among CNET, Inc., KillerApp Corporation and Benjamin 
     Chiu, majority shareholder of KillerApp Corporation (filed 
     as Exhibit 2.1 to the Company's Current Report on Form 8-K 
     filed April 1, 1999).

27*     Financial Data Schedule

____________________
*Filed herewith

(b) Reports on Form 8-K

    On March 1, 1999, the Company filed a Current Report on Form 8-K 
    with respect to the acquisitions of AuctionGate Interactive, Inc. 
    and Netventures, Inc., and with respect to the acquisition of the 
    assets of Winfiles.com from Jenesys LLC.

    On March 1, 1999, the Company filed a Current Report on Form 8-K 
    with respect to its intention to raise $150 million (excluding 
    any over-allotments) through a Rule 144A offering of convertible 
    subordinated notes.

    On March 17, 1999, the Company filed a Current Report on Form 8-K 
    with respect to the pricing of its previously announced Rule 144A 
    offering of convertible subordinated notes.


                                   SIGNATURES

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

                                        CNET, INC.
                                        (Registrant)

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

March 17, 1999

Date