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

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**FORM 10-Q**

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(Mark One)

**[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934**

**For the Quarterly Period Ended March 31, 2002**

**OR**

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

**For the transition period from ________to _________**

**Commission file number 0-20939**

**CNET Networks, Inc.**
(Exact name of Registrant as specified in its Charter)



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

**235 Second StreetSan Francisco, CA    94105**

(Address of Principal Executive Offices including Zip Code)

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

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







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

As of April 30, 2002 there were 138,771,952 shares of the registrant's common
stock outstanding.









**CNET Networks, Inc.

                                TABLE OF CONTENTS**



|**PART I.   Financial Information**                                                                                   | **Page No.**
|--------------------------------------------------------------------------------------------------------------------- | ------------
|                                                                                                                      |             
|Item 1.   Financial Statements
                  (unaudited):                                                         |             
|                                                                                                                      |             
|Condensed Consolidated Balance Sheets at March 31, 2002 and December 31, 2001                                         | 1           
|                                                                                                                      |             
|Condensed Consolidated Statements of Operations for the three months
        
     ended March 31, 2002 and 2001.     | 2           
|                                                                                                                      |             
|Condensed Consolidated Statements of Cash Flows for the three months
        
     ended March 31, 2002 and 2001.     | 3           
|                                                                                                                      |             
|Notes to the Condensed Consolidated Financial Statements                                                              | 5           
|                                                                                                                      |             
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations | 9           
|                                                                                                                      |             
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                  | 17          
|                                                                                                                      |             
|**PART II.  Other Information**                                                                                       |             
|                                                                                                                      |             
|Item 1.   Legal Proceedings                                                                                           | 18          
|                                                                                                                      |             
|Item 2: Changes in Securities and Use of Proceeds                                                                     | 18          
|                                                                                                                      |             
|Item 4: Submission of Matters to a Vote of Security Holders                                                           | 18          
|                                                                                                                      |             
|Item 6.   Exhibits and Reports on Form 8-K                                                                            | 18          
|                                                                                                                      |             
|**Signatures**                                                                                                        | 19          

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**Part 1.  FINANCIAL INFORMATION**

Item 1.   Financial Statements

---

**CNET NETWORKS, INC.

                            CONDENSED CONSOLIDATED BALANCE SHEETS

                                   (UNAUDITED)

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

`March 31,  December 31,
                                                        2002          2001
                                                    ------------  ------------
                              ASSETS
Current assets:
     Cash and cash equivalents . . . . . . . . . . $     57,630  $     93,439
     Investments in marketable debt securities . .       56,933        46,760
     Accounts receivable, net. . . . . . . . . . .       53,637        56,495
     Other current assets. . . . . . . . . . . . .       41,503        11,237
     Deferred income taxes . . . . . . . . . . . .            -        18,235
                                                    ------------  ------------
       Total current assets . . . . . . . . . . .       209,703       226,166

Restricted cash . . . . . . . . . . . . . . . . .        15,762        16,270
Investments in marketable debt securities. . . .         78,430        76,777
Property and equipment, net. . . . . . . . . . . .       77,770        79,043
Other assets . . . . . . . . . . . . . . . . . . .       31,653        41,036
Intangible assets, net . . . . . . .  . . . . . . .      77,100        96,135
Goodwill, net . . . . . . .  . . . . . . . . . . .      286,962       279,353
                                                    ------------  ------------
       Total assets . . . . . . . . . . . . .  . . $    777,380  $    814,780
                                                    ============  ============

            LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable. . . . . . . . . . . . . . . $     11,085  $      7,324
     Accrued liabilities . . . . . . . . . . . . .       69,427        80,224
     Current portion of long-term debt . . . . . .           77            77
                                                    ------------  ------------
        Total current liabilities. . . . . . . . .       80,589        87,625

Noncurrent liabilities:
     Long-term debt . . . . . . . . . . . . . . .       176,427       176,457
     Other liabilities  . . . . . . . . . . . . .         6,611         7,199
                                                    ------------  ------------
        Total liabilities  . . . . . . . . . . . .      263,627       271,281

Stockholders' equity:
     Common stock;  $0.0001 par value; 400,000,000
      shares authorized; 138,770,239 outstanding at
      March 31, 2002 and 138,300,625 outstanding
      at December 31, 2001. . . . . . . . . . . . .          14            14
     Notes receivable from stockholders. . . . . . .       (397)         (563)
     Deferred stock compensation . . . . . . . . . .       (402)         (481)
     Additional paid in capital. . . . . . . . . .    2,698,847     2,695,443
     Other comprehensive income. . . . . . . . . .      (15,117)      (12,789)
     Treasury stock, at cost . . . . . . . . . . .      (30,426)      (30,409)
     Accumulated deficit . . . . . . . . . . . . .   (2,138,766)   (2,107,716)
                                                    ------------  ------------
        Total stockholders' equity . . . . . . . .      513,753       543,499
                                                    ------------  ------------
        Total liabilities and stockholders' equity $    777,380  $    814,780
                                                    ============  ============`

See accompanying notes to the condensed consolidated financial statements

---

**CNET NETWORKS, INC.

                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                  (UNAUDITED)

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

`Three Months Ended
                                                    March 31,
                                        --------------------------
                                            2002          2001
                                        ------------- ------------
Revenues:
   Internet. . . . . . . . . . . . . . $      43,380 $     66,653
   Publishing . . . . . . . . . . . .         12,272        8,499
                                        ------------- ------------
    Total revenues. . . . . . . . . .         55,652       75,152

Operating expenses:
   Cost of revenues . . . . . . . . .         37,135       42,762
   Sales and marketing . . . . . . . .        20,754       39,191
   General and administrative. . . . .        12,759        9,609
   Depreciation. . . . . . . . . . . .         6,241        5,596
   Amortization of goodwill and
    intangible assets . . . . . . . .         12,059      205,460
                                        ------------- ------------
    Total operating expenses . . . . .        88,948      302,618
                                        ------------- ------------
    Operating loss . . . . . . . . . .       (33,296)    (227,466)

Non-operating income (expense):
   Realized gains on sale of investments .     2,336        8,191
   Realized losses on sale of investments .      (26)      (6,687)
   Realized losses on impairment
     of public investments . . . . . .             -      (25,455)
   Realized losses on impairment
     of private investments . . . . .         (7,639)     (89,271)
   Interest income.. . . . . .  . . .          1,372        4,193
   Interest expense. . . . . .  . . .         (2,778)      (4,538)
   Other. . . . . . . . . . . . . . .             (3)        (599)
                                        ------------- ------------
    Total non-operating income (expense)      (6,738)    (114,166)
                                        ------------- ------------

   Net loss before income taxes. . . .       (40,034)    (341,632)

     Income tax benefit.  . . . . . .         (8,984)     (25,057)
                                        ------------- ------------
   Net loss. . . . . . . . . . . . . . $     (31,050)$   (316,575)
                                        ============= ============

Basic and diluted net loss per share.  $       (0.22)$      (2.33)
                                        ============= ============
Shares used in calculating
  basic and diluted per share data . .   138,668,755  135,909,822
                                        ============= ============`

See accompanying notes to the condensed consolidated financial

---

**CNET NETWORKS, INC.

                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

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

`Three Months Ended
                                                                        March 31,
                                                             -------------------------
                                                                 2002         2001
                                                             ------------  -----------
Cash flows from operating activities:
   Net loss. . . . . . . . . . . . . . . . . . . . . . . .  $    (31,050) $  (316,575)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
     Depreciation and amortization. . . . . . . . . . . . .       18,379      212,217
     Noncash interest. . . . . . . . . . . . . . . . . . .           254            -
     Deferred taxes. . . . . . . . . . . . . . . . . . . . .     (14,065)     (15,153)
     Allowance for doubtful accounts. . . . . . . . . . . .        2,574        5,911
     Services exchanged for cost method investments. . . .             -       (3,554)
     (Gain) loss on sale and impairment of marketable
       securities and privately held investments . . . . .         5,355      113,222
     (Gain) loss on sale and impairment of marketable
       debt securities . . . . . . . . . . . . . . . . . .           (26)       3,480
     Foreign currency translation gain (loss). . . . . . .        (1,954)       6,398
     Loss on disposal of fixed assets. . . . . . . . . . .          (126)           -
     Changes in operating assets and liabilities,
       net of acquisitions:
        Accounts receivable . . . . . . . . . . . . . . . .          284       30,285
        Other assets. . . . . . . . . . . . . . . . . . . .        1,836       (8,411)
        Accounts payable. . . . . . . . . . . . . . . . . .        3,761       (7,641)
        Accrued liabilities . . . . . . . . . . . . . . . .      (10,788)     (36,374)
        Other long term liabilities . . . . . . . . . . . .         (547)       1,199
                                                             ------------  -----------
         Net cash used in operating activities . . . . . .       (26,113)     (14,996)
                                                             ------------  -----------
Cash flows from investing activities:
  Purchase of marketable debt securities. . . . . . . . . .      (47,664)     (12,961)
  Proceeds from sale of marketable debt securities. . . . .       36,223       72,244
  Proceeds from sale of marketable equity securities. . . .          114       16,440
  Investments in privately held companies . . . . . . . . .        3,000       (7,050)
  Capital expenditures . . . . . . . . . . . . . . . . . .        (4,842)      (8,470)
                                                             ------------  -----------
         Net cash provided by (used in) investing activities     (13,169)      60,203
                                                             ------------  -----------
Cash flows from financing activities:
  Principal payments on capital leases. . . . . . . . . . .          (50)           -
  Payments received on stockholders' notes. . . . . . . . .          149            -
  Net proceeds from employee stock purchase plan. . . . . .          274          904
  Net proceeds from exercise of options and warrants. . . .        3,130        6,317
  Principal payments on bank debt. . . . . . . . . . . . .            (8)        (981)
                                                             ------------  -----------
         Net cash provided by financing activities. . . . .        3,495        6,240
                                                             ------------  -----------
Net increase in cash and cash equivalents. . . . . . . . .       (35,787)      51,447
Effect of exchange rate changes on cash and
  cash equivalents . . . . . . . . . . . . . . . . . . . . .         (22)           -
Cash and cash equivalents at beginning of period  . . . . .       93,439      167,301
                                                             ------------  -----------
Cash and cash equivalents at end of period  . . . . . . . . $     57,630  $   218,748
                                                             ============  ===========
Supplemental disclosure of cash flow information:
  Interest paid . . . . . . . . . . . . . . . . . . . . . . $      4,323  $     4,334
  Taxes paid. . . . . . . . . . . . . . . . . . . . . . . . $          -  $     5,398`

See accompanying notes to condensed consolidated financial statements

CNET NETWORKS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002



(1)	BASIS OF FINANCIAL STATEMENTS

BUSINESS AND BASIS OF PRESENTATION

CNET Networks, Inc. (CNET) is a global media company producing a branded
Internet network, a technology product database, print publications, and radio programming for both
businesses and individuals.  CNET operates in one business segment focused on providing technology
related information to both businesses and individuals.

In the opinion of management, the accompanying unaudited condensed consolidated
financial statements reflect all adjustments, consisting only of normal recurring adjustments,
considered necessary for a fair presentation of the financial condition, results of operations and
cash flows for the periods presented.  These condensed financial statements should be read in
conjunction with the audited consolidated financial statements included in CNET's most recent
Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, which contains
additional financial and operating information and information concerning the significant
accounting policies followed by CNET.  Additionally, there have been no significant changes in any
of CNET's commitments since CNET's most recent Annual Report on Form 10-K.

The condensed consolidated results of operations for the three months ended
March 31, 2002 are not necessarily indicative of the results to be expected for the current year or
any other future period.

INCOME TAXES

Income tax expense has been recorded based on an estimated effective tax
rate for the year ended December 31, 2002.  The estimated effective tax rate has taken into account
any change in the valuation allowance for deferred tax assets where the realization of various
deferred tax assets is subject to uncertainty.  Management believes that sufficient uncertainty
exists regarding the future realization of deferred tax assets and, accordingly, a valuation
allowance has been provided against the gross deferred tax assets to properly reflect only
recoverable taxes.

In March 2002, Congress enacted the Job Creation and Worker Assistant Act.
Through the enactment of this act, losses generated in 2001 and 2002 are permitted a five-year
carryback.  The losses generated by CNET in these periods will be carried back to offset taxes paid
in 1999 and 2000.  The amount of recoverable taxes is reflected in the caption other current assets
as prepaid taxes.  Previously this amount had been presented on the balance sheet as deferred tax
assets.

IMPAIRMENT OF LONG-LIVED ASSETS

In August 2001, the Financial Accounting Standards Board issued SFAS
144, "Accounting for the Impairment of Long-Lived Assets" which establishes an accounting model to
be used for long-lived assets to be disposed of by sale and broadens the presentation of
discontinued operations to include more disposal transactions. SFAS 144 does not apply to goodwill
and other intangible assets that are not amortized. SFAS 144 supercedes SFAS 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and APB Opinion
No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events". SFAS 144 eliminates
goodwill from its scope, therefore it does not require, as SFAS 121 does, goodwill to be allocated
to the long-lived assets. The statement is effective for fiscal years beginning after December 15,
2001.  Adoption of SFAS 144 has not had a material effect on CNET's financial position or results
of operations.

CNET reviews its long-lived assets if events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.  Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset to the estimated
undiscounted (and without interest charges) future cash flows expected to be generated by the
asset.  If such assets are considered to be impaired, the impairment to be recognized is measured
by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs
to sell.

GOODWILL AND INTANGIBLE ASSETS

In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Accounting Standard (SFAS) No. 141, "Business Combinations", and SFAS No. 142,
"Goodwill and Other Intangible Assets".  SFAS 141 requires that the purchase method of accounting
be used for all business combinations subsequent to March 31, 2002 and specifies criteria for
recognizing intangible assets acquired in a business combination.  SFAS 142 requires that goodwill
and intangible assets with indefinite useful lives no longer be amortized, but instead be tested
for impairment at least annually.  Intangible assets with definite useful lives will continue to be
amortized over their respective estimated useful lives.  CNET adopted SFAS Nos. 141 and 142
effective January 1, 2002.  CNET does not expect the implementation of SFAS No. 141 to have a
material impact on its consolidated financial position, liquidity or results of operations.  Under
SFAS 142, goodwill is no longer amortized, beginning January 1, 2002. If the non-amortization
provisions of SFAS 142 had been effective in 2001, net loss and basic and diluted net income per
share for the three months ended March 31, 2001, would have been $(123.1) million, $(0.91) and
$(0.91), respectively.

Goodwill and intangible assets of a reporting unit are reviewed for impairment
if events or changes in circumstances indicate that the carrying amount of its goodwill or
intangible assets may not be recoverable.  Impairment of reporting unit goodwill is evaluated based
on a comparison of the reporting unit's book value to the estimated undiscounted (and without
interest charges) future cash flows for that reporting unit.  Conditions that indicate that
impairment of goodwill should be evaluated include a significant decrease in CNET's market value or
a current period cash flow loss combined with a history of cash flow losses.

RECLASSIFICATIONS

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

(2)	LEASE ABANDONMENT

In 2001, CNET performed an evaluation of its domestic and
international real estate requirements.  This evaluation resulted in the consolidation or
abandonment of several leased facilities.  In connection with these abandoned leases, CNET recorded
an expense of $21.3 million for the year ended December 31, 2001, as well as an adjustment to the
ZDNet purchase price allocation of $1.6 million and to the TechRepublic purchase price allocation
of $1.9 million.  The charge of $21.3 million consisted of $19.6 million for U.S. facilities and
$1.7 million for non-U.S. facilities.  These charges were based on the difference between the
expected cash outflows and the expected cash inflows related to these vacated properties.  The net
cash expense was present valued using a discount rate of 6.0%.  In addition, approximately $7.2
million of leasehold improvements and furniture were to be written-off.  During the three-month
period ended March 31, 2002, cash charges of $2.3 million were taken against this accrual, and an
additional $917,000 for international locations was added to the accrual.  At March 31, 2002, a
balance of $13.3 million remained in this accrual.

(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, as well as those
intangible assets not subject to amortization:

`March 31, 2002
                                            ------------------------
                                          Gross Carrying  Accumulated
                                              Amount     Amortization
                                            -----------  -----------

Amortized intangible assets:
 Content. . . . . . . . . . . . . . . . .  $    44,201  $   (21,394)
 Registered Users. . . . . . . . . . . . .      42,719      (20,113)
 Tradename/trademarks. . . . . . . . . . .      28,566      (13,327)
 Subscriptions. . . . . . . . . . . . . .       15,138       (7,266)
 Developed technology. . . . . . . . . . . .     9,222       (4,613)
 Other. . . . . . . . . . . . . . . . . . .      7,648       (3,676)
                                            -----------  -----------
     Total. . . . . . . . . . . . . . . .  $   147,494  $   (70,389)
                                            ===========  ===========`

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

Goodwill

The carrying amount of goodwill has not changed in the three months ended
March 31, 2002, except for the addition of approximately $531,000 for TechRepublic acquisition
costs.

(4)	NET LOSS PER SHARE

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

`Three Months Ended
                                                    March 31,
                                        --------------------------
                                            2002          2001
                                        ------------- ------------

Net loss . . . . . . . . . . . . . . . $     (31,050)$   (316,575)$
                                        ============= ============


 Weighted average common shares
  outstanding used in computing basic and
  diluted loss per share  . . . . . .    138,668,755  135,909,822
                                        ============= ============



Basic and diluted net loss per share . $       (0.22)$      (2.33)$
                                        ============= ============`

Basic net loss per share is computed using the weighted average number of shares of common stock
outstanding during the period.  Diluted net loss per share is computed using the weighted average
number of shares of common stock and dilutive common stock equivalents outstanding during the
period.  Basic and diluted net loss per share for the three months ended March 31, 2002 does not
include the effect of 11,945 shares of unvested restricted stock with an average exercise price of
$1.27 per share because their effect is anti-dilutive.  In addition, diluted net loss per share for
the three months ended March 31, 2002 does not include the effect of 3,153,529 common shares
related to options with an average exercise price of $4.98 per share and 4,622,624 common shares
related to the Convertible Subordinated Debt offering with an average conversion price of $37.40
per share because their effect is anti-dilutive.  Net loss per share for the three months ended
March 31, 2001 does not include the effect of 3,316,209 common shares related to options at an
average exercise price of $8.00 or 386,871 shares of unvested restricted stock with an average
exercise price of $1.90 per share or 4,622,624 common shares related to the Convertible
Subordinated Debt offering with an average conversion price of $37.40 per share because their
effect is anti-dilutive.

(5)	COMPREHENSIVE LOSS

CNET 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.

The changes in the components of other comprehensive income (loss) for the
three months ended March 31, 2002 and 2001 are as follows:

`Three Months Ended
                                                 March 31,
                                          ----------------------
                                             2002        2001
                                          ----------  ----------

Unrealized holding gains (losses) from:
 Marketable debt and equity securities . $     (623) $ (102,720)
 Debt obligations. . . . . . . . . .              -      99,922
Deferred tax asset (liability)
  related to unrealized holding
  gains(losses). . . . . . . . . . .            249     (38,048)
                                          ----------  ----------
                                               (374)    (40,846)
Foreign currency translation
  gain (loss). . . . . . . . . . . .         (1,954)      6,398
                                          ----------  ----------
                                         $   (2,328) $  (34,448)
                                          ==========  ==========`

The components of other comprehensive income
are:

`Three Months Ended
                                                 March 31,
                                       ----------------------
                                          2002        2001
                                       ----------  ----------

Net loss. . . . . . . . . . . . . . . $  (31,050) $ (316,575)
                                       ==========  ==========
Other comprehensive income (loss),
 net of tax:
 Unrealized holding gains arising
  during the period. . . . . . . . .  $       38  $   20,786
 Unrealized holding losses arising
  during the period. . . . . . . . . .      (412)    (61,632)
Foreign currency translation
  gain (loss). . . . . . . . . . . .      (1,954)      6,398
                                       ----------  ----------
Comprehensive loss. . . . . . . . . . $  (33,378) $ (351,023)
                                       ==========  ==========`

(6)	MARKETABLE EQUITY SECURITIES AND OTHER INVESTMENTS

Marketable Equity Securities

In accordance with Statement of Financial Accounting Standards (SFAS) No.
115, "Accounting for Certain Investments in Debt and Equity Securities," CNET determines the
appropriate classification of debt and equity securities at the time of purchase and reevaluates
such designation as of each balance sheet date.  Investments classified as available for sale are
reported at market value, with the unrealized gains and losses, net of tax, reported as a separate
component of other comprehensive income in stockholders' equity.  Realized gains and losses on
sales of investments and declines in value determined to be other-than-temporary are included in
non-operating expense in the statement of operations.Declines in value of marketable
equity securities are determined to be other-than-temporary when the securities have consistently
traded below original cost for a nine-month period, and general market conditions or specific
circumstances relating to a security indicate that the security will not recover its original cost.
Once an other-than-temporary decline has been identified, the average market price over the
preceding 90-calendar day period is compared to the current carrying value.  The amount of loss,
which is considered to be an other-than-temporary decline, is measured by comparing the cost basis
to the higher of the 90-calendar day average and the current carrying value.  A realized loss is
recognized for the amount of the loss that is considered to be an other-than-temporary decline.
This review and evaluation process is performed on an ongoing basis for all marketable equity
securities owned by CNET.

For the three months ended March 31, 2002 and 2001, CNET recorded losses of
$26,000 and $6.7 million, respectively, on the sale of marketable equity securities.  For the three
months ended March 31, 2002 and 2001, CNET recorded realized gains of $26,000 and $8.2 million,
respectively, on the sale of marketable equity securities. For the three months ended March 31,
2001, CNET recognized impairment losses of $25.5 million for marketable equity securities.

Privately Held Investments

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

CNET recognized impairment losses of $7.6 million and $89.3 million on privately
held investments in the three months ended March 31, 2002 and 2001, respectively.  Additionally, in
the three months ended March 31, 2002, CNET recognized a gain of $2.3 million on the sale of its
share in a joint venture.





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

GENERAL

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

We earn revenues from:

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

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

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

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

Subsequent to the acquisition of ZDNet which occurred in late 2000, we incurred
costs related to integrating the operations of ZDNet with our operations through the integration of
duplicative businesses.  As part of the integration process, we evaluated our staffing requirements
related to a more challenging business environment and focused on increasing efficiencies in our
operations.  We initiated reductions in our global workforce and have incurred additional expenses
as we continued to lower our cost structure through the discontinuance of several non-profitable or
non-growth areas of our Internet and broadcasting operations and the abandonment of certain leases.
We have referred to these costs as "integration costs".  These integration costs amounted to $2.9
million and $4.7 million in the quarters ended March 31, 2002 and 2001, respectively, and are
included in cost of revenues, sales and marketing, and general and administrative expense, as more
fully described below.  We do not anticipate that we will incur additional integration costs in the
future.

Additionally, we have invested in the creation of a standardized, global
technology platform to deliver content and advertising, enable commerce and create universal data
collection and registration systems aimed at long term cost reduction.  This investment is expected
to simplify our operations, build a scalable infrastructure, and create long term cost savings.  We
believe our integration efforts and creation of a standardized, global technology platform will
result in costs savings that will better position us for a quicker return to profitability.

RESULTS OF OPERATIONS

Revenues



Total Revenues

Total revenues were $55.7 million and  $75.2 million for the three months
ended March 31, 2002 and 2001, respectively.  The decrease in revenues of $19.5 million for the
three months ended March 31, 2002 compared to the same period in 2001 was primarily attributable to
the downturn in the economy which began in 2001.  Although the economy had begun to experience a
retraction in early 2001, the full impact was not felt until later in the year and continues into
the current year.  Revenues for the first quarter of 2002 include revenue for TechRepublic, which
was acquired in July 2001.

Internet Revenues

Internet revenues were $43.4 million and  $66.7 million and represented 78%
and 89% of total revenues for the three months ended March 31, 2002 and 2001, respectively.  The
decrease in revenues of $23.3 million for the three months ended March 31, 2002 compared to the
same period in 2001 was primarily due to the downturn in the economy, and particularly related to
technology advertising.

Average daily pages delivered for the three months ended March 31, 2002 and 2001
were approximately 39.7 million for each period.  During the three months ended March 31, 2002 and
2001, we averaged approximately 280,000 and 350,000 leads per day from our shopping services,
respectively.  Internet revenues, page views and leads to merchants for the three months ended
March 31, 2002 included TechRepublic for the full period, whereas the same period of 2001 does not
include any activity for TechRepublic.

Publishing Revenues

Publishing revenues were $12.3 million and $8.5 million and represented 22%
and 11% of total revenues for the three months ended March 31, 2002 and 2001, respectively.  The
increase in revenues over prior year is primarily due to the inclusion of publishing revenues for
our China operations in the first quarter of 2002, whereas in prior year quarter, these operations
had not yet begun.

A portion of our revenue was received in the form of securities of our customers
amounting to approximately $3.6 million for the three months ended March 31, 2001.  There were no
such revenues received during the first quarter of 2002.  In addition, for the three months ended
March 31, 2002, approximately $2.7 million of our revenues were derived from barter transactions
compared to $5.3 million for the three months ended March 31, 2001, whereby we delivered
advertisements on our Internet channels in exchange for advertisements on the Internet sites of
other companies. These revenues and marketing expenses were recognized at the fair value of the
advertisements received and delivered, and the corresponding revenues and marketing expenses were
recognized when the advertisements were delivered.

Cost of Revenues

Total cost of revenues was $37.1 million and $42.8 million for the three
months ended March 31, 2002 and 2001, representing approximately 67% and 57% of total revenues,
respectively.  The decrease in cost of revenues is primarily related to the headcount reductions
offset by an increase due to the TechRepublic acquisition in July 2001 and the commencement of
China operations in the second quarter of 2001.  Approximately $100,000 and $3.0 million of
integration costs were included in cost of revenues for the three months ended March 31, 2002 and
2001, respectively.

Sales and Marketing

Sales and marketing expenses were $20.8 million and $39.2 million for the
three months ended March 31, 2002 and 2001, respectively, representing 37% and 52% of total
revenues for each of the periods.  The decrease was primarily due to the headcount reductions in
2001.  The costs reduction associated with the workforce contraction did not impact sales and
marketing expenses until the third quarter of 2001.  Approximately $0.3 million of integration
costs were included in sales and marketing for the three months ended March 31, 2001.

General and Administrative

General and administrative expenses were $12.8 million and $9.6 million for
the three months ended March 31, 2002 and 2001, respectively, representing 23% and 13% of total
revenues for each of the periods, respectively.  Approximately $2.8 million and $1.4 million of
integration costs were included in general and administrative for the three months ended March 31,
2002 and 2001, respectively.  The majority of the integration expense incurred in the first quarter
of 2002 was due to additional lease abandonment charges for our international offices.

Goodwill and Intangible Assets Amortization

Goodwill and intangible assets amortization expenses were $205.5 million for
the three months ended March 31, 2001.  Intangible assets amortization expense was $12.1 million
for the three months ended March 31, 2002.  Effective January 1, 2002, we adopted the provisions of
FAS 142, "Goodwill and Other Intangible Assets".  Under SFAS 142, goodwill is no longer amortized.
If the non-amortization provisions of SFAS 142 had been effective in 2001, net loss and basic and
diluted net loss per share for the three months ended March 31, 2001, would have been $(123.1)
million, $(0.91) and $(0.91), respectively.

Realized Gain and Loss on Sales of Investments

We had a gain on sales of investments of $2.3 million and $8.2 million for
the three months ended March 31, 2002 and 2001, respectively.  We had a loss on the sales of
investments of $26,000 for the three months ended March 31, 2002 as compared to $6.7 million for
the three months ended March 31, 2001. The decrease in realized gain and loss on sales of
investments in the three months ended March 31, 2002 compared to prior year resulted primarily from
a decrease in the amount of securities sold in the present period versus the prior year period.

Realized Loss on Impairment of Investments

We had a realized loss on impairment of public investments of $25.5 million
for the three months ended March 31, 2001 and a realized loss on impairment of privately held
investments of $7.6 million and $89.3 million for the three months ended March 31, 2002 and 2001,
respectively.

Income Taxes

We recorded an income tax benefit of $9.0 million and $25.1 million for the
three months ended March 31, 2002 and 2001, respectively.  Management believes that sufficient
uncertainty exists regarding the future realization of deferred tax assets and, accordingly, a
valuation allowance has been provided against the gross deferred tax assets to properly reflect
only recoverable taxes.

In March 2002, Congress enacted the Job Creation and Worker Assistant Act.
Through the enactment of this act, losses generated in 2001 and 2002 are permitted a five-year
carryback.  The losses generated by us in these periods will be carried back to offset taxes paid
in 1999 and 2000.  The amount of recoverable taxes is reflected in the caption other current assets
as prepaid taxes.  Previously this amount had been presented on the balance sheet as deferred tax
assets.

Net Loss

We recorded a net loss of $31.1 million or $0.22 per diluted share for the
three months ended March 31, 2002 compared to a net loss of $316.6 million or $2.33 per diluted
share for the three months ended March 31, 2001.  The decrease in the current quarter net loss as
compared to the same period of the prior year resulted primarily from the cessation of amortization
of goodwill upon the adoption of SFAS 142 in 2002, the greater realized loss on the impairment of
our privately held investments in prior year quarter, and the realized loss on the impairment of
our marketable equity investments in prior year quarter.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2002, we had cash and cash equivalents of $57.6 million
compared to $93.4 million on December 31, 2001. In addition, on March 31, 2002 we had investments
in short and long-term marketable debt securities of $135.4 million. Net cash used in operating
activities of $26.1 million for the three months ended March 31, 2002 included a net loss of $31.1
million, noncash losses on sales and impairment of investments of $5.3 million and depreciation and
amortization totaling $18.4 million.  Net cash used by operating activities of $15.0 million for
the three months ended March 31, 2001 included a net loss of $316.6 million and noncash losses on
sales and impairment of investments of $116.7 million and depreciation and amortization of $212.2
million.

Net cash used by investing activities of $13.2 million for the three months
ended March 31, 2002 was primarily attributable to proceeds from the sale of marketable debt
securities offset by purchases of marketable debt securities and capital expenditures.  Net cash
provided by investing activities of $60.2 million for the three months ended March 31, 2001 was
primarily attributable to the sale of marketable debt and equity securities offset by purchases of
marketable debt and equity securities, investments in privately held companies, and capital
expenditures.

Cash provided by financing activities of $3.5 million and of $6.2 million for
the three months ended March 31, 2002 and 2001, respectively, was attributable to proceeds from the
issuance of common stock through the exercise of options and warrants.

We believe that existing funds will be sufficient to meet our anticipated cash
needs for working capital and capital expenditures for the next 12 months.  We do not anticipate
the need for additional funding in the foreseeable future.  Although we have not presently
identified alternate or additional sources of long-term capital, if our cash needs were to change,
we may consider raising additional capital through debt or equity offerings in the public or
private markets.  As of March 31, 2002 we had obligations outstanding under notes payable totaling
$176.5 million. Notes payable included $172.9 million of 5% Convertible Subordinated Notes, due
March 2006.  Such obligations were incurred to obtain proceeds for general corporate purposes and
to finance acquisitions.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

Revenue recognition

We recognize revenues once the following criteria are met:

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

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

We recognize revenues from the sale of our interactive messaging and banner
advertisements on our online network in the period in which the advertisements are delivered.  The
arrangements are evidenced either by insertion order or contract, which stipulate the types of
advertising to be delivered and pricing.  Our customers are billed based on a discounted list price
with no amounts subject to refund.  When recognizing revenues, the discounts granted are applied to
each type of advertisement purchased based on the relative fair value of each element without
regard to the discount.

We refer to the fees charged to merchants based on the number of users who click
on an advertisement or text link to visit websites of our merchant partners as "leads".  For leads,
the arrangement is evidenced by a contract that stipulates the lead fee.  The fee becomes fixed and
determinable upon delivery of the lead.  These revenues are recognized in the period in which the
leads are delivered to the merchant, and are therefore not subject to refund.

Advertising revenues from our print publications are recognized in the month
that the related publications are sent to subscribers or become available at newsstands.  Revenues
for subscriptions to these publications are recognized on a straight-line basis over the
subscription period.  Newsstand revenue from our print publications is recognized when the
publications are delivered to the newsstand at which time a reserve is recorded against the value
of the publications delivered based on the number of magazines that we expect to be returned.  To
ensure these reserves are adequate, we review the sell-through history of the publications on a
monthly basis.

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

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

We trade advertising on our Internet sites in exchange for advertisements on the
Internet sites of other companies.  These revenues are recognized in the period in which the
advertisements are delivered based on the fair market value of the services delivered.  We
determine the fair market value of the service delivered based upon amounts charged for similar
services in non-trade deals within the previous six-month period.

Collectibility of receivables

We maintain allowances for doubtful accounts for estimated losses resulting
from the inability of our customers to make required payments.  We base our allowances on periodic
assessment of our customer's liquidity and financial condition through credit rating agencies
reports, financial statement reviews and historical collection trends.  If the financial condition
of our customers were to deteriorate and thereby result in an inability to make payments,
additional allowances would be required.

Carrying value of investments

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

Goodwill and intangibles impairment

In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Accounting Standard (SFAS) No. 141, "Business Combinations", and SFAS No. 142,
"Goodwill and Other Intangible Assets".  SFAS 141 requires that the purchase method of accounting
be used for all business combinations subsequent to March 31, 2002 and specifies criteria for
recognizing intangible assets acquired in a business combination.  SFAS 142 requires that goodwill
and intangible assets with indefinite useful lives no longer be amortized, but instead be tested
for impairment at least annually.  Intangible assets with definite useful lives will continue to be
amortized over their respective estimated useful lives.  We adopted SFAS Nos. 141 and 142 effective
January 1, 2002.  We do not expect the implementation of SFAS No. 141 to have a material impact on
our consolidated financial position, liquidity or results of operations.  Under SFAS 142, goodwill
is no longer amortized, beginning January 1, 2002.

Goodwill and intangible assets of a reporting unit are reviewed for impairment
if events or changes in circumstances indicate that the carrying amount of its goodwill or
intangible assets may not be recoverable.  Impairment of reporting unit goodwill is evaluated based
on a comparison of the reporting unit's book value to the estimated undiscounted (and without
interest charges) future cash flows for that reporting unit.  Conditions that indicate that
impairment of goodwill should be evaluated include a significant decrease in our market value or a
current period cash flow loss combined with a history of cash flow losses.

Lease abandonment

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

Deferred Income Taxes

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

Contingencies

We evaluate whether a liability must be recorded for contingencies based on
whether a liability is probable and estimable.  Our most significant contingencies are related to
our ongoing mySimon litigation and our lease guarantee for office space in New York City (as
described in Item 3 - " Legal Proceedings" and Note 11 of Item 8 - "Financial Statements" in our
Annual Report on Form 10-K, respectively).   If the financial condition of any of the sublessees or
the primary lessee were to deteriorate and thereby result in an inability to make their lease
payments, we would be required to make additional lease payments under the guarantee.  In regards
to the ongoing mySimon litigation, it is not possible to predict the amount of damages attributable
to corrective advertising that could be awarded in a re-trial; however such amounts, if settled
adversely to us, could be material to our results of operations and financial condition.

Cyclicality

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

Special Note Regarding Forward-Looking Statements and Risk Factors

Certain statements in this Quarterly Report on Form 10-Q contain "forward-
looking statements." Forward-looking statements are any statements other than statements of
historical fact. Examples of forward-looking statements include projections of earnings, revenues
or other financial items, statements of the plans and objectives of management for future
operations, and statements concerning proposed new products and services, and any statements of
assumptions underlying any of the foregoing. In some cases, you can identify forward-looking
statements by the use of words such as "may", "will", "expects", "should", "believes", "plans",
"anticipates", "estimates", "predicts", "potential", or "continue", and any other words of similar
meaning.

Statements regarding our future financial performance or results of operations,
including expected revenue growth, EBITDA growth, growth in leads to merchants, future expenses,
future operating margins and other future or expected performance are subject to the following
risks: that projected cost-reduction initiatives will not be achieved due to implementation
difficulties or contractual spending commitments that cannot be reduced; that the businesses
identified for further integration to achieve cost synergies will not be integrated successfully;
the acquisition of businesses or the launch of new lines of business, which could increase
operating expense and dilute operating margins; the inability to attract new customers for our
Channel Services products; increased competition, which could lead to negative pressure on our
pricing and the need for increased marketing; the inability to maintain, establish or renew
relationships with commerce, advertising, marketing, technology, and content providers, whether due
to competition or other factors; a continued or worsening slowdown in advertising spending on the
Internet in general or on our properties in particular, which could be prompted by a decrease in
consumer spending or the failure of early stage companies who are heavy Internet advertisers to
receive financing or other factors; the inability of CNET to increase the proportion of advertising
from established companies; costs associated with our initiatives to standardize our technology
platforms or our failure to successfully complete those initiatives; the impact of political and
economic conditions due to the recent terrorist attacks in the U.S., the threat of future terrorism
in the U.S. and abroad, and armed conflict in the U.S. and abroad; and the general risks associated
with our businesses.

The following additional factors could also impact our financial results and
cause our forward-looking statements to be inaccurate:

Any shortfall in revenue or earnings compared to analysts' or investors'
expectations could cause, and has in the past, caused an immediate and significant decline in the
trading price of our common stock.  In addition, we may not learn of such shortfalls until late in
the fiscal quarter, which could result in an even more immediate and greater decline in the trading
price of our common stock.

For a more detailed discussion of risks about our business, see CNET Networks,
Inc. Annual Report on Form 10-K for the year ended December 31, 2001 and subsequent Forms 8-K, our
Registration Statement on Form S-3 as filed with the Securities and Exchange Commission on
September 19, 2001, as well as our definitive proxy statement dated May 2, 2002 and other
Securities and Exchange Commission filings, including under the captions "Risk Factors" and
"Management's Discussion and Analysis of Results of Operations."

Any or all of our forward-looking statements in this report and in any other
public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions
we might make or by known or unknown risks and uncertainties. Many factors mentioned in the
discussion in this report will be important in determining future results. Consequently, no
forward-looking statement can be guaranteed. Actual future results may vary materially. We
undertake no obligation to publicly update any forward-looking statements, whether as a result of
new information, future events or otherwise. You are advised, however, to consult any further
disclosures we make on related subjects in our reports to the Securities and Exchange Commission.
Also note that we provide cautionary discussion of risks, uncertainties and possibly inaccurate
assumptions relevant to our businesses. These are factors that we think could cause our actual
results to differ materially from expected and historical results. Other factors besides those
listed here could also adversely affect us. This discussion is provided as permitted by the Private
Securities Litigation Reform Act of 1995.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

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

Interest Rate Risk

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

Investment Risk

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

Foreign Currency Risk

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



PART II.	OTHER INFORMATION

ITEM 1.	Legal Proceedings.

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

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

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

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

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

Current Report on Form 8-K dated February 7, 2002, Item 5 - "Other Items", which
reported CNET's financial results for the fourth quarter and fiscal year ended December 31, 2001.



SIGNATURES





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

|                    | CNET Networks, Inc.                              
|------------------- | -------------------------------------------------
|                    | (Registrant)                                     
|                    |                                                  
|                    | /s/  Douglas N. Woodrum                          
|                    | Douglas N. Woodrum                               
|                    | Executive Vice President,
Chief Financial Officer
|                    |                                                  
|Dated:  May 7, 2002 |                                                  

---