**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 September 30, 2002**

**OR**

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

**For the transition period from ________to _________**

**Commission file number 0-20939**

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



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

**235 Second StreetSan Francisco, CA    94105**

(Address of Principal Executive Offices including Zip Code)

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

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







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

As of October 31, 2002 there were 139,060,546 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 September 30, 2002 and December 31, 2001                                             | 1           
|                                                                                                                              |             
|Condensed Consolidated Statements of Operations for the three and nine months
        
     ended September 30, 2002 and 2001 | 2           
|                                                                                                                              |             
|Condensed Consolidated Statements of Cash Flows for the nine months
        
     ended September 30, 2002 and 2001           | 3           
|                                                                                                                              |             
|Notes to the Condensed Consolidated Financial Statements                                                                      | 5           
|                                                                                                                              |             
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations         | 15          
|                                                                                                                              |             
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                          | 26          
|                                                                                                                              |             
|Item 4. Controls and Procedures                                                                                               | 26          
|                                                                                                                              |             
|**PART II.  Other Information**                                                                                               |             
|                                                                                                                              |             
|Item 1.   Legal Proceedings                                                                                                   | 27          
|                                                                                                                              |             
|Item 2. Changes in Securities and Use of Proceeds                                                                             | 27          
|                                                                                                                              |             
|Item 3. Defaults Upon Senior Securities                                                                                       | 27          
|                                                                                                                              |             
|Item 4.  Submission of Matters to a Vote of Security Holders                                                                  | 27          
|                                                                                                                              |             
|Item 5.  Other Information                                                                                                    | 27          
|                                                                                                                              |             
|Item 6. Exhibits and Reports on Form 8-K                                                                                      | 28          
|                                                                                                                              |             
|**Signatures**                                                                                                                | 29          

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**PART 1.  FINANCIAL INFORMATION**

ITEM 1.   Financial Statements

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**CNET NETWORKS, INC.

                            CONDENSED CONSOLIDATED BALANCE SHEETS

                                   (UNAUDITED)

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

`September 30, December 31,
                                                         2002          2001
                                                     ------------  ------------
                              ASSETS
Current assets:
     Cash and cash equivalents . . . . . . . . . .  $     64,751  $     93,439
     Investments in marketable debt securities . .        36,310        46,760
     Accounts receivable, net. . . . . . . . . . .        42,916        56,495
     Other current assets. . . . . . . . . . . . .        17,642        29,472
                                                     ------------  ------------
       Total current assets . . . . . . . . . . . .      161,619       226,166

Restricted cash . . . . . . . . . . . . . . . . . .       18,067        16,270
Investments in marketable debt securities. . . .  .       69,136        76,777
Property and equipment, net. . . . . . . . . . . .        72,966        79,043
Other assets . . . . . . . . . . . . . . . . . . .        23,823        41,036
Intangible assets, net . . . . . . .  . . . . . . .       18,926        96,135
Goodwill, net . . . . . . .  . . . . . . . . . . .        55,831       279,353
                                                     ------------  ------------
       Total assets . . . . . . . . . . . . .  . .  $    420,368  $    814,780
                                                     ============  ============

            LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable. . . . . . . . . . . . . . .  $      5,554  $      7,324
     Accrued liabilities . . . . . . . . . . . . .        59,622        80,224
     Current portion of long-term debt . . . . . .            91            77
                                                     ------------  ------------
        Total current liabilities. . . . . . . . .        65,267        87,625

Noncurrent liabilities:
     Long-term debt . . . . . . . . . . . . . . . .      169,993       176,457
     Other liabilities  . . . . . . . . . . . . . .        4,465         7,199
                                                     ------------  ------------
        Total liabilities  . . . . . . . . . . . .       239,725       271,281

Stockholders' equity:
     Common stock;  $0.0001 par value; 400,000,000
      shares authorized; 139,057,797 outstanding at
      September 30, 2002 and 138,300,625 outstanding
      at December 31, 2001. . . . . . . . . . . . . .         14            14
     Notes receivable from stockholders. . . . . . .        (397)         (563)
     Deferred stock compensation . . . . . . . . . .           -          (481)
     Additional paid in capital. . . . . . . . . .     2,698,727     2,695,443
     Other comprehensive income. . . . . . . . . .       (15,486)      (12,789)
     Treasury stock, at cost . . . . . . . . . . .       (30,428)      (30,409)
     Accumulated deficit . . . . . . . . . . . . .    (2,471,787)   (2,107,716)
                                                     ------------  ------------
        Total stockholders' equity . . . . . . . .       180,643       543,499
                                                     ------------  ------------
        Total liabilities and stockholders' equity  $    420,368  $    814,780
                                                     ============  ============`

See accompanying notes to the condensed consolidated financial statements

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**CNET NETWORKS, INC.

                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                  (UNAUDITED)

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

`Three Months Ended         Nine Months Ended
                                                 September 30,              September 30,
                                          -------------------------- --------------------------
                                              2002          2001         2002          2001
                                          ------------- ------------ ------------- ------------
Revenues:
   Internet. . . . . . . . . . . . . . . $      42,103 $     57,376 $     129,839 $    183,746
   Publishing . . . . . . . . . . . . .         14,163       11,940        39,317       31,811
                                          ------------- ------------ ------------- ------------
    Total revenues. . . . . . . . . .  .        56,266       69,316       169,156      215,557

Operating expenses:
   Cost of revenues . . . . . . . . . .         35,911       50,144       110,223      138,160
   Sales and marketing . . . . . . . . .        17,056       30,179        58,040      103,727
   General and administrative. . . . . .         6,770       31,684        35,519       51,827
   Depreciation. . . . . . . . . . . . .         6,706        6,604        19,713       18,157
   Amortization of goodwill and
    intangible assets . . . . . . . . .          8,917      206,262        33,162      618,516
   Asset impairment . . . . . . . . . .        281,401    1,075,000       281,401    1,075,000
                                          ------------- ------------ ------------- ------------
    Total operating expenses . . . . . .       356,761    1,399,873       538,058    2,005,387
                                          ------------- ------------ ------------- ------------
    Operating loss . . . . . . . . . . .      (300,495)  (1,330,557)     (368,902)  (1,789,830)

Non-operating income (expense):
   Realized gains on
    sale of investments . . . . . . . .            376           10         2,810        9,110
   Realized losses on
    sale of investments . . . . . . . .            (26)        (343)          (99)      (8,472)
   Realized losses on impairment
     of public investments . . . . . . .             -          (26)         (154)     (26,866)
   Losses on impairment
     of private investments . . . . . .         (7,256)     (58,673)      (15,395)    (147,944)
   Interest income.. . . . . .  . . . .          1,380        2,680         4,019       10,099
   Interest expense. . . . . .  . . . .         (2,692)      (4,108)       (8,049)     (13,269)
   Other. . . . . . . . . . . . . . . .          1,510      (10,468)        1,406      (11,357)
                                          ------------- ------------ ------------- ------------
    Total non-operating income (expense)        (6,708)     (70,928)      (15,462)    (188,699)
                                          ------------- ------------ ------------- ------------

   Net loss before income taxes               (307,203)  (1,401,485)     (384,364)  (1,978,529)

     Income tax benefit.  . . . . . . .              -      (27,852)      (20,293)     (70,198)
                                          ------------- ------------ ------------- ------------

   Net loss. . . . . . . . . . . . . . . $    (307,203)$ (1,373,633)$    (364,071)$ (1,908,331)
                                          ============= ============ ============= ============

Basic and diluted net loss per share. .  $       (2.21)$      (9.98)$       (2.62)$     (14.02)
                                          ============= ============ ============= ============
Shares used in calculating
  basic and diluted per share data . . .   138,888,158  137,634,459   138,776,774  136,093,911
                                          ============= ============ ============= ============`

See accompanying notes to the condensed consolidated financial statements

---

**CNET NETWORKS, INC.

                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

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

`Nine Months Ended
                                                                  September 30,
                                                          -------------------------
                                                              2002         2001
                                                          ------------  -----------
Cash flows from operating activities:
   Net loss. . . . . . . . . . . . . . . . . . . . . . . $   (364,071) $(1,908,331)
   Adjustments to reconcile net loss to net
     cash used in operating activities:
     Depreciation and amortization. . . . . . . . . . .        52,875      638,505
     Asset impairment . . . . . . . . . . . . . . . . . .     281,401    1,075,000
     Noncash interest. . . . . . . . . . . . . . . . . .          938        2,498
     Deferred taxes. . . . . . . . . . . . . . . . . . . .      9,273      (53,902)
     Loss (gain) on debt retirement. . . . . . . . . . . .     (3,086)      10,609
     Allowance for doubtful accounts. . . . . . . . . .         2,124        3,242
     Services exchanged for cost method investments. . .            -       (4,697)
     (Gain) loss on sale and impairment of marketable
       securities and privately held investments . . . .       12,838      174,172
     Loss on disposal of fixed assets. . . . . . . . . .          189        7,654
     Changes in operating assets and liabilities,
       net of acquisitions:
        Accounts receivable . . . . . . . . . . . . . .        11,583       38,231
        Other assets. . . . . . . . . . . . . . . . . .        (7,064)     (19,196)
        Accounts payable. . . . . . . . . . . . . . . .        (1,770)     (12,780)
        Accrued liabilities . . . . . . . . . . . . . .       (22,553)     (23,942)
        Other long term liabilities . . . . . . . . . .        (2,526)       5,362
        Benefit from exercise of stock options . . . . .            -        6,281
        Foreign currency translation gain (loss). . . .        (2,986)         909
                                                          ------------  -----------
      Net cash used in operating activities . . . . . .       (32,835)     (60,385)
                                                          ------------  -----------
Cash flows from investing activities:
  Purchase of marketable debt securities. . . . . . . .      (131,373)     (53,862)
  Proceeds from sale of marketable debt securities. . .       153,055      112,734
  Proceeds from sale of marketable equity securities. .           304       36,607
  Proceeds from sales of (investments in)
   privately held companies . . . . . . . . . . . . . .         3,000       (8,055)
  Net cash acquired (paid for) acquisitions . . . . . . .      (7,094)      (9,070)
  Capital expenditures . . . . . . . . . . . . . . . . .      (14,071)     (38,160)
                                                          ------------  -----------
      Net cash provided by  investing activities. . . .         3,821       40,194
                                                          ------------  -----------
Cash flows from financing activities:
  Payments received on stockholders' notes. . . . . . .           149            -
  Net proceeds from employee stock purchase plan. . . .           623        1,789
  Net proceeds from exercise of options and warrants. .         3,136       10,834
  Principal payments on borrowings and
   retirement of debt. . . . . . . . . . . . . . . . . .       (3,941)         (87)
                                                          ------------  -----------
      Net cash provided by (used in) financing activities.        (33)      12,536
                                                          ------------  -----------
Net increase in cash and cash equivalents. . . . . . . .      (29,047)      (7,655)
Effect of exchange rate changes on cash and
  cash equivalents . . . . . . . . . . . . . . . . . . .          359          (23)
Cash and cash equivalents at beginning of period  . . .        93,439      150,780
                                                          ------------  -----------
Cash and cash equivalents at end of period  . . . . . .  $     64,751  $   143,102
                                                          ============  ===========
Supplemental disclosure of cash flow information:
  Interest paid . . . . . . . . . . . . . . . . . . . .  $      8,646  $     8,646
  Taxes refunded. . . . . . . . . . . . . . . . . . . .  $    (31,697) $         -

Supplemental disclosure of noncash transactions:
  Issuance of debt for acquisitions . . . . . . . . . .  $          -  $     7,741`

See accompanying notes to condensed consolidated financial statements

---

CNET NETWORKS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2002



(1)	BASIS OF FINANCIAL STATEMENTS

BUSINESS AND BASIS OF PRESENTATION

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

In the opinion of management, the accompanying unaudited condensed consolidated
financial statements present fairly the financial condition, results of operations and cash flows
for the periods presented.  These condensed financial statements should be read in conjunction with
the audited consolidated financial statements included in CNET's most recent Annual Report on Form
10-K, as filed with the Securities and Exchange Commission, which contains additional financial and
operating information and information concerning the significant accounting policies followed by
CNET.

The condensed consolidated results of operations for the three and nine months
ended September 30, 2002 are not necessarily indicative of the results to be expected for the
current year or any other future period.

CONCENTRATION OF CREDIT RISK

Revenues from one customer, Gateway Inc., approximate 14% and 11% of
total revenues for the three and nine months ended September 30, 2002, respectively.  Of the year-
to-date revenues from this one customer, approximately 74% are generated from a custom publishing
contract.  Approximately 12% of CNET's accounts receivable balance at September 30, 2002 related to
Gateway Inc.

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.

Approximately $31.7 million of recoverable taxes were refunded to CNET in the
second quarter of 2002.  This refund in part related to the utilization of net operating losses that
were recorded as current deferred tax assets as of December 31, 2001.  Additionally, an income tax
benefit of $20.3 million was recorded in 2002 primarily due to the realization of deferred tax
assets in 2002, which were considered not to be recoverable at December 31, 2001.

IMPAIRMENT OF LONG-LIVED ASSETS

In August 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Accounting Standard (SFAS) 144, "Accounting for the Impairment of Long-Lived Assets"
which establishes an accounting model to be used for long-lived assets to be disposed of by sale and
broadens the presentation of discontinued operations to include more disposal transactions. The
statement is effective for fiscal years beginning after December 15, 2001.  Adoption of SFAS 144 has
not had a material effect on CNET's financial position or results of operations.

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

GOODWILL AND INTANGIBLE ASSETS

In July 2001, the FASB issued SFAS 141, "Business Combinations", and SFAS
142, "Goodwill and Other Intangible Assets".  SFAS 141 requires that the purchase method of
accounting be used for all business combinations subsequent to June 30, 2001 and specifies criteria
for recognizing intangible assets acquired in a business combination.  The implementation of SFAS
141 has not had a material impact on CNET's consolidated financial position, liquidity or results of
operations.

Effective January 1, 2002 under SFAS 142, goodwill and intangible assets with
indefinite useful lives are no longer amortized, but instead are to be tested for impairment at
least annually. Intangible assets with definite useful lives will continue to be amortized over
their respective estimated useful lives.  Although the provisions of SFAS 142 were not effective in
their entirety until January 1, 2002, the goodwill acquired in business combinations which occurred
after June 30, 2001 fell under the condition of SFAS 142 requiring no amortization of goodwill
arising from transactions completed after June 30, 2001.  Therefore, goodwill from any such
transactions was not amortized.

Had the provisions of SFAS 142 been effective in 2001, CNET's adjusted net loss
and net loss per share would have been as follows:



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

Reported net loss         $ (307,203)  $  (1,373,633)  $ (364,071)  $ (1,908,331)
Goodwill amortization              -         193,326            -        580,050
                            ---------    ------------    ---------    -----------
  Adjusted net loss       $ (307,203)  $  (1,180,307)  $ (364,071)  $ (1,328,281)
                            =========    ============    =========    ===========

Basic and diluted loss per
  share - as reported     $    (2.21)  $       (9.98)  $    (2.62)  $     (14.02)
                            =========    ============    =========    ===========
Basic and diluted loss per
  share - as adjusted     $    (2.21)  $       (8.58)  $    (2.62)  $      (9.76)
                            =========    ============    =========    ===========`

Goodwill and intangible assets of a reporting unit are
reviewed for impairment if events or changes in circumstances indicate that the carrying amount of
its goodwill or intangible assets may not be recoverable.  Impairment of reporting unit goodwill is
evaluated based on a comparison of the reporting unit's book value to the estimated undiscounted
(and without interest charges) future cash flows for that reporting unit.  Conditions that indicate
that impairment of goodwill should be evaluated include a sustained decrease in CNET's market value
or an adverse change in business climate. (See Note 4.)

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections".  This statement
rescinds SFAS 4, "Reporting Gains and Losses from Extinguishment of Debt" wherein the FASB
determined that gains and losses from debt extinguishments were to be recorded as extraordinary
items.  The provisions of SFAS 145 are effective for fiscal years beginning after May 31, 2002, with
earlier adoption encouraged.  During the second quarter of 2002, CNET early adopted SFAS 145 and as
such is no longer presenting gain or loss associated with debt extinguishment as an extraordinary
item.

In the third quarter of 2002, CNET repurchased $6.8 million face value of our 5%
Senior Convertible Notes for $3.7 million.  In connection with this repurchase, CNET recorded a gain
of $3.1 million in other income.  Had CNET not implemented FAS 145 in the second quarter of 2002,
for the three months ended September 30, 2002, CNET's other income would have been other expense of
$1,576,000, net loss before taxes and extraordinary item would have been $310,289,000, and an
extraordinary gain of $3,085,000 would have been presented on the statement of operations.  Had CNET
not implemented FAS 145 in the second quarter of 2002, for the nine months ended September 30, 2002,
CNET's other income would have been other expense of $1,680,000, net loss before taxes and
extraordinary item would have been $387,450,000, and an extraordinary gain of $3,085,000 would have
been presented on the statement of operations.

In conjunction with the accelerated repayment of our TRACES obligations in the
third quarter of 2001, CNET recorded a loss of $10.6 million consisting of $9.0 million of early
repayment interest penalty and a write-off of $1.6 million of capitalized debt issue costs.  As CNET
implemented FAS 145 in the second quarter of 2002, the implementation resulted in a reclassification
of the previously reported extraordinary items.  In the three months ended September 30, 2001 before
reclassification of the extraordinary item to current year presentation, CNET's other income was
$142,000, net income before taxes and extraordinary loss was $1,390,875,000, and tax benefit was
$23,502,000.  In the nine months ended September 30, 2001 before reclassification of the
extraordinary item to current year presentation, CNET's other expense was $747,000, net income
before taxes and extraordinary loss was $1,967,919, and tax benefit was $65,848,000.

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

RECLASSIFICATIONS

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



(2)	MARKETABLE EQUITY SECURITIES AND OTHER INVESTMENTS

MARKETABLE EQUITY SECURITIES

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

CNET recorded losses on the sale of marketable debt and equity securities of
$26,000 and $343,000 in the three months ended September 30, 2002 and 2001, respectively, and
$99,000 and $8.5 million in the nine months ended September 30, 2002 and 2001, respectively.  CNET
recorded realized gains on the sale of marketable debt and equity securities of $376,000 and $10,000
in the three months ended September 30, 2002 and 2001, respectively, and $535,000 and $9.1 million
in the nine months ended September 30, 2002 and 2001, respectively.  CNET recognized impairment
losses for marketable debt and equity securities of $26,000 in the three months ended September 30,
2001, and $154,000 and $26.9 million in the nine months ended September 30, 2002 and 2001,
respectively.  There were no such losses in the three months ended September 30, 2002.

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 $7.3 million and $58.7 million on privately
held investments in the three months ended September 30, 2002 and 2001, respectively.  CNET
recognized impairment losses of $15.4 million and $147.9 million in the nine months ended September
30, 2002 and 2001, respectively.  Additionally, in the nine months ended September 30, 2002, CNET
recognized a gain of $2.3 million on the sale of its share in a joint venture.



(3)	GOODWILL AND INTANGIBLE ASSETS

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

CNET performed its annual goodwill and intangible asset impairment test as of
August 31, 2002.  The fair value of CNET's reporting units was determined using a combination of the
income and the market valuation approaches.  Under the income approach, the fair value of the
reporting unit is based on the present value of estimated future cash flows that the reporting unit
is expected to generate over its remaining life.  Under the market approach, the value of the
reporting unit is based on an analysis that compares the value of the reporting unit to values of
publicly traded companies in similar lines of business.  Other intangible assets were valued using a
combination of the income approach and cost approaches.  Under the cost approach, fair value is
based on an estimate of the current costs to replace the asset with an asset of similar utility.  In
the application of the income, market and cost valuation approaches, CNET was required to make
estimates of future operating trends and judgments on discount rates and other variables.  Actual
future results and other assumed variables could differ from these estimates, including as a result
of changes in the economy, the business in which we operate, and/or own relative performance.

The results of this annual impairment test indicated the carrying value of
goodwill and other intangible assets for the U.S. Media reporting unit exceeded their implied fair
values, and an impairment charge of $239.1 million for goodwill and of $40.5 million for intangible
assets of that reporting unit was recorded in the third quarter of 2002.  Additionally, certain
other assets, including fixed assets, totaling $1.8 million were deemed to be impaired and were
written-off.  The impairment of goodwill and intangible assets from the annual impairment test
resulted in a write-off of the net book value as follows:

`(000's)
                         U.S. Media
                        -------------
 Goodwill              $     239,066
 Content                      16,729
 Registered Users             14,629
 Subscriptions                 3,737
 Developed technology          2,142
 Other                         3,304
                        -------------
                       $     279,607
                        =============`

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



`(000's)
                                            September 30, 2002
                               -----------------------------------
                             Gross Carrying Accumulated  Net Carrying
                                 Amount     Amortization  Amount
                               -----------  -----------  ---------
Amortized intangible assets:
 Tradename/trademarks         $    31,154  $   (17,498) $  13,656
 Registered Users                   2,100         (183)     1,917
 Subscriptions                      4,086       (2,507)     1,579
 Developed technology               2,016         (242)     1,774
                               -----------  -----------  ---------
     Total                    $    39,356  $   (20,430) $  18,926
                               ===========  ===========  =========

                                            December 31, 2001
                               -----------------------------------
                             Gross Carrying Accumulated  Net Carrying
                                 Amount     Amortization  Amount
                               -----------  -----------  ---------
Amortized intangible assets:
 Content                      $    44,201  $   (17,459) $  26,742
 Registered Users                  42,719      (16,323)    26,396
 Tradename/trademarks              28,525      (10,956)    17,569
 Subscriptions                     15,138       (5,920)     9,218
 Workforce in place                12,158       (6,080)     6,078
 Developed technology               9,222       (3,743)     5,479
 Other                              7,648       (2,995)     4,653
                               -----------  -----------  ---------
     Total                    $   159,611  $   (63,476) $  96,135
                               ===========  ===========  =========`

Intangibles that are subject to amortization are amortized on a straight-line
basis over three years, except for certain trademarks that are amortized over ten years.  In
conjunction with the valuation of intangible assets as of August 31, 2002, CNET determined that the
useful lives of certain acquired trademarks should be extended to a ten-year life.  Estimated future
amortization expense related to other intangible assets at September 30, 2002 is as follows:

`(000's)

                           4th quarter  of 2002$      1,661
                           2003                       6,035
                           2004                       2,834
                           2005                       2,047
                           2006                       1,389
                           Thereafter                 4,960
                                                 -----------
                                               $     18,926
                                                 ===========`

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

`(000's)

Balance as of December 31, 2001   $ 279,353
Reclassifications (1)                 7,078
                                   ---------
Balance as of January 1, 2002       286,431
Acquisitions and other (2)            8,466
Goodwill impairment (3)            (239,066)
                                   ---------
Balance as of September 30, 2002  $  55,831
                                   =========`



1. Upon the adoption of SFAS 142, certain intangible assets with a carrying
value of $7.1 million were reclassified to goodwill.
2. Acquisitions and other represents approximately $5.5 million of goodwill
related to the acquisitions of Upgradebase, Vendorbase, Smartshop, NewMediary, Silicon.com, and WAAG
Technologies in the current year, and the addition of approximately $2.9 million for TechRepublic
acquisition costs.
3. Goodwill was evaluated on August 31, 2002 and was found to be impaired.



(4)	ACQUISITIONS

THIRD QUARTER 2002

CNET acquired intellectual property and certain other assets of
NewMediary, which operates a white paper directory through the itpapers.com web site, on July 1,
2002; WAAG Technologies, a Japanese IT consulting company, on August 12, 2002; and Silicon.com
located in the UK, which operates web sites providing industry news, analysis and employment
recruitment services targeted toward European IT professionals, on August 14, 2002.



The aggregate purchase price of the three transactions has been allocated to
tangible and intangible assets based on estimates of their respective fair values.  Accordingly,
adjustments may be made upon the completion of the valuation of the assets acquired and liabilities
assumed.  Based on preliminary estimates, the aggregate purchase price of $3.1 million was allocated
to goodwill of approximately $928,000, intangible assets of $2.0 million, fixed assets of $564,000,
current assets of $54,000, and liabilities of $499,000.



SECOND QUARTER 2002

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

The aggregate purchase price has been allocated to tangible and intangible assets
based on estimates of their respective fair values.  Accordingly, adjustments may be made upon the
completion of the valuation of the assets acquired and liabilities assumed.  Based on preliminary
estimates, the aggregate purchase price of $5.3 million was allocated to goodwill of $4.6 million,
intangible assets of $1.0 million, fixed assets of $194,000, accounts receivable of $87,000, and
assumed liabilities of $583,000.



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



(5)	LEASE ABANDONMENT

In 2001, CNET performed an evaluation of its domestic and international real
estate requirements.  This evaluation resulted in the consolidation or abandonment of several leased
facilities.  In connection with these abandoned leases, CNET established an accrual for lease
abandonment of $17.4 million.  An additional $1.4 million, primarily for international locations,
was added to the accrual when certain assumptions regarding the timing of subleasing were modified.
As further consolidation of the U.S. facilities took place in the second quarter of 2002, an
additional $1.9 million was added to the accrual.  Cash expenditure reductions to this accrual have
been $10.4 million.  At September 30, 2002, a balance of $10.3 million remained in this accrual.



(6)	NET LOSS PER SHARE

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

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

Net loss                                 $    (307,203)$ (1,373,633)$    (364,071)$ (1,908,331)
                                          ============= ============ ============= ============

 Weighted average common shares
  outstanding used in computing basic and
  diluted loss per share                   138,888,158  137,634,459   138,776,774  136,093,911
                                          ============= ============ ============= ============


Basic and diluted net loss per share    $        (2.21)$      (9.98)$       (2.62)$     (14.02)
                                          ============= ============ ============= ============`

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 September 30,
2002 does not include the effect of 12,397 common shares related to options with an average exercise
price of $1.28 per share or 6,584 shares of unvested restricted stock with an average exercise price
of $1.18 per share because their effect is anti-dilutive.  Net loss per share for the three months
ended September 30, 2001 does not include the effect of 29,314,372 common shares related to options
at an average exercise price of $18.31 or 28,219 shares of unvested restricted stock with an average
exercise price of $1.23 per share because their effect is anti-dilutive.

Basic and diluted net loss per share for the nine months ended September 30, 2002
does not include the effect of 1,174,946 common shares related to options with an average exercise
price of $3.79 per share or 9,464 shares of unvested restricted stock with an average exercise price
of $1.23 per share because their effect is anti-dilutive.  Net loss per share for the nine months
ended September 30, 2001 does not include the effect of 28,327,385 common shares related to options
at an average exercise price of $19.42 or 246,945 shares of unvested restricted stock with an
average exercise price of $1.20 per share because their effect is anti-dilutive.



(7)	COMPREHENSIVE LOSS

CNET has adopted the provisions of SFAS 130, "Reporting Comprehensive
Income", which established standards for reporting and disclosures of comprehensive income and its
components (revenues, expenses, gains and losses) in a full set of general purpose financial
statements.

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

`Three Months Ended        Nine Months Ended
                                                  September 30,             September 30,
                                        ------------------------  ------------------------
(000's)                                    2002         2001         2002         2001
                                        ----------  ------------  ----------  ------------

Unrealized holding gains (losses) from:
 Marketable debt and equity securities $      552  $        463  $      708  $    (64,593)
Deferred tax asset (liability)
  related to unrealized holding
  gains(losses). . . . . . . . . . . .       (221)         (185)       (283)       25,837
                                        ----------  ------------  ----------  ------------
                                              331           278         425       (38,756)
Foreign currency translation
  gain (loss). . . . . . . . . . . . .       (368)          (11)     (2,986)          909
                                        ----------  ------------  ----------  ------------
                                       $      (37) $        267  $   (2,561) $    (37,847)
                                        ==========  ============  ==========  ============`

The components of other comprehensive are:

`Three Months Ended        Nine Months Ended
                                                  September 30,             September 30,
                                        ------------------------  ------------------------
(000's)                                    2002         2001         2002         2001
                                        ----------  ------------  ----------  ------------

Net loss. . . . . . . . . . . . . . . .$ (307,203) $ (1,373,633) $ (364,071) $ (1,908,331)
                                        ==========  ============  ==========  ============
Other comprehensive income (loss),
 net of tax:
 Unrealized holding gains arising
  during the period. . . . . . . . . . $      456  $        561  $    1,401  $     13,194
 Unrealized holding losses arising
  during the period. . . . . . . . . . .     (125)         (283)       (976)      (51,950)
Foreign currency translation
  gain (loss). . . . . . . . . . . . .       (368)          (11)     (2,986)          909
                                        ----------  ------------  ----------  ------------
Comprehensive loss. . . . . . . . . . .$ (307,240) $ (1,373,366) $ (366,632) $ (1,946,178)
                                        ==========  ============  ==========  ============`



(8)	SEGMENTS

CNET's primary areas of measurement and decision-making include three
principal business segments.  Based upon the criteria established by SFAS 131, "Disclosures about
Segments of an Enterprise and Related Information", CNET has determined that its business segments
are U.S. Media, International Media and Channel Services.  U.S. Media consists of an online network
including sites providing sources of technology information, as well as shopping services, a
technology print publication, and a radio broadcast providing technology news and information.
International Media includes the delivery of online technology information and several technology
print publications in non-U.S. markets.  Channel Services includes a product database licensing
business and an online technology marketplace for resellers, distributors and manufacturers.

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

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

   Revenues               $  46,525 $    5,968 $      3,773 $        - $    56,266

   Operating expenses        48,029      7,199        4,509    297,024     356,761
                           ---------  ---------  ----------- ----------  ----------
    Operating loss        $  (1,504)$   (1,231)$       (736)$ (297,024) $ (300,495)
                           =========  =========  =========== ==========  ==========


                                      Three months ended September 30, 2001
                           --------------------------------------------------------
                                       Inter-
                             U.S.     national     Channel
                             Media      Media     Services     Other       Total
                           ---------  ---------  ----------- ----------  ----------

   Revenues               $  58,521 $    6,818 $      3,977 $        -  $     69,316

   Operating expenses        67,403     10,173        5,778   1,316,519    1,399,873
                           ---------  ---------  ----------- ----------   ----------
    Operating loss        $  (8,882)$   (3,355)$     (1,801)$(1,316,519)$( 1,330,557)
                           =========  =========  =========== =========== ============`

`Nine months ended September 30, 2002
                           --------------------------------------------------------
                                       Inter-
                             U.S.     national     Channel
                             Media      Media     Services     Other       Total
                           ---------  ---------  ----------- ----------  ----------

   Revenues               $ 140,358 $   17,795 $     11,003 $        - $   169,156

   Operating expenses       154,072     24,087       14,952    344,947     538,058
                           ---------  ---------  ----------- ----------  ----------
    Operating loss        $ (13,714)$   (6,292)$     (3,949)$ (344,947) $ (368,902)
                           =========  =========  =========== ==========  ==========


                                      Nine months ended September 30, 2001
                           --------------------------------------------------------
                                       Inter-
                             U.S.     national     Channel
                             Media      Media     Services     Other       Total
                           ---------  ---------  ----------- ----------  ----------

   Revenues               $ 183,082 $   21,205 $     11,270  $        - $   215,557

   Operating expenses       207,795     32,469       16,822   1,748,301   2,005,387
                           ---------  ---------  ----------- ----------  ----------
    Operating loss        $ (24,713)$  (11,264)$     (5,552)$(1,748,301)$(1,789,830)
                           =========  =========  =========== =========== ===========`



Since operating income (loss) before depreciation and amortization is the measure
of operating performance that management uses for making decisions and allocating resources, certain
operating costs are not allocated across segments.  These unallocated operating costs, included in
"Other" in the tables above, represent all costs related to the integration and realignment of
CNET's business and all depreciation and amortization expenses, as well as asset impairment charges.
Assets are not allocated to segments for internal reporting purposes.  Segment operating income
(loss) before depreciation and amortization should not be considered a substitute for operating
income, cash flows or other measures of financial performance prepared in accordance with accounting
principles generally accepted in the United States of America.



(9)	COMMITMENTS AND CONTINGENCIES

In conjunction with the ZDNet acquisition, CNET assumed a guarantee of the
obligations of Ziff Davis Media Inc., an unaffiliated company, under a New York City office lease
for a total of 399,773 square feet.  In connection with that guarantee, CNET also has a letter of
credit for $15.2 million outstanding as a security deposit.  As there is no present obligation to
make any payments in connection with this guarantee, CNET has not recorded any liability for this
guarantee in its financial statements.  This lease expires in 2019. The annual average cost per
square foot is approximately thirty dollars over the remaining term of the lease.  Through a
sublease from Ziff Davis Media Inc., CNET currently occupies 49,140 square feet of the office space
covered under this lease.  Ziff Davis Media Inc. currently occupies 206,176 square feet of this
space.  There are two additional sublessees, The Bank of New York and Softbank (a related party),
who collectively occupy a total of 144,457 square feet.  During the second quarter of 2002, Softbank
subleased its 31,000 square feet to The Beanstalk Group.  According to an August 12, 2002 Ziff Davis
Media Inc. press release, Ziff Davis Media announced that the company had received approval from its
bondholders and bank lenders for its out-of-court financial restructuring plan.  Some of the details
of its restructuring plan can be found at Ziff Davis Media's company website. There have been no significant changes in any of CNET's other material commitments since
CNET's most recent Annual Report on Form 10-K.

In December 2000 and February 2001, two groups of former employees of Ziff-Davis
filed similar lawsuits in the United States District Court for the District of Massachusetts under
the titles Beach et al v. Softbank Corp and Drebin and Lane v. Softbank Corp.  The lawsuits name as
defendants Softbank Corp, Softbank Holdings and Ziff-Davis, Inc.  The complaints allege (a)
violations of Section 10(b) and Section 20 of the Securities Exchange Act, (b) violations of state
laws against fraud and negligent misrepresentation and (c) breach of fiduciary duty in connection
with the exchange of the plaintiffs' options to purchase Softbank shares for options to purchase
shares of Ziff-Davis in 1999, prior to CNET's acquisition of ZDNet.  The complaints do not specify
an amount of damages.  Defendants' motion to dismiss was denied by the court in the second quarter
of 2002, and discovery is now underway.  Softbank America has agreed to indemnify CNET against these
claims to the extent not covered by insurance.

In July 2001, three former employees of ZDNet filed a complaint against ZD, Inc.,
ZDNet, Inc., CNET Networks, Inc. and Dan Rosensweig in the Superior Court of the State of California
for the County of San Francisco under the caption Rapport et al v. ZD, Inc.  The remaining claims
allege that the defendants engaged in fraud and negligent misrepresentation in not disclosing to
plaintiffs that ZDNet was in negotiations with CNET regarding a potential merger.  Plaintiffs allege
that had they known about the merger discussions, they would not have voluntarily terminated their
employment with ZDNet prior to the merger and would have recognized an increase in the value of the
stock options.  Plaintiffs seek damages in an amount equal to at least $1.5 million.  Discovery is
underway in the case and a trial is set for March 2003.  CNET intends to vigorously defend the
litigation.





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

GENERAL



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

We earn revenues from:

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



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

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

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

Subsequent to the acquisition of ZDNet which occurred in late 2000, we incurred
costs related to integrating the operations of ZDNet with our operations through the integration of
duplicative businesses.  As part of the integration process, we evaluated our staffing requirements
related to a more challenging business environment and focused on increasing efficiencies in our
operations.  We initiated reductions in our global workforce and have incurred additional expenses
as we continued to lower our cost structure through the discontinuance of several non-profitable or
non-growth areas of our Internet and broadcasting operations and the abandonment of certain leases.
We have referred to these costs as "integration costs".  These integration costs amounted to $2.9
million in the nine months ended September 30, 2002 and were $28.7 million and $36.6 million in the
three and nine months ended September 30, 2001, respectively, and are included in cost of revenues,
sales and marketing, and general and administrative expense, as more fully described below.  The
integration costs in the third quarter of 2001 primarily related to a charge taken in connection
with the abandonment of several leased facilities.  We do not anticipate that we will incur
additional integration costs in the future related to our past acquisitions.

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

RESULTS OF OPERATIONS

Revenues



Total Revenues

Total revenues were $56.3 million and  $69.3 million for the three months
ended September 30, 2002 and 2001, respectively, and $169.2 million and $215.6 million for the nine
months ended September 30, 2002 and 2001, respectively.  The decrease in revenues of $13.0 million
and $46.4 million for the three and nine months ended September 30, 2002, respectively, compared to
the same periods in 2001 was primarily attributable to a decrease in advertising and marketing
spending.  The downturn in the economy, which began in 2001, has resulted in an overall market
weakness in advertising.  In particular, slowdown in the technology industry has resulted in a
decrease in technology marketing, our primary source of revenues.  The market weakness has continued
for an extended period that has exceeded original economic projections.  This prolonged effect on
the economy has continued to put downward pressure on revenues.  Revenues for the nine months ended
September 30, 2001 included three months of revenues for TechRepublic, which was acquired in July
2001.

Internet Revenues

Internet revenues were $42.1 million and  $57.4 million and represented
75% and 83% of total revenues for the three months ended September 30, 2002 and 2001, respectively,
and were $129.8 million and $183.7 million, representing 77% and 85% of total revenues for the nine
months ended September 30, 2002 and 2001, respectively.  The decrease in revenues of $15.3 million
and $53.9 million for the three and nine months ended September 30, 2002, respectively, compared to
the same periods in 2001 was primarily due to a decrease in advertising and marketing spending.  The
prolonged downturn in the economy, and in particular the slowdown in the technology industry has
resulted in a decrease in technology marketing, our primary source of revenues.

Publishing Revenues

Publishing revenues were $14.2 million and $11.9 million and represented
25% and 17% of total revenues for the three months ended September 30, 2002 and 2001, respectively,
and were $39.3 million and $31.8 million, representing 23% and 15% of total revenues for the nine
months ended September 30, 2002 and 2001, respectively.  The increase in revenues for the three and
nine months ended September 30, 2002 over the same period of prior year is due to the expansion of
our operations in Asia, as well as custom printing arrangements with Gateway Inc. in our U.S.
operations.

A portion of our revenues was received in the form of securities of our customers
amounting to approximately $4.7 million for the nine months ended September 30, 2001.  There were no
such revenues received in the third quarter ended September 30, 2001 or in the three and nine months
ended September 30, 2002.  In addition, for the three and nine months ended September 30, 2002,
approximately $3.0 million and $8.6 million of our revenues, respectively, were derived from barter
transactions compared to $3.9 million and $14.9 million for the three and nine months ended
September 30, 2001, whereby we delivered advertisements on our Internet channels in exchange for
advertisements on the Internet sites of other companies.  These revenues and marketing expenses were
recognized at the fair value of the advertisements received and delivered, and the corresponding
revenues and marketing expenses were recognized when the advertisements were delivered.

Segment Revenues and Operating Expenses

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

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

Cost of Revenues

Total cost of revenues were $35.9 million and $50.1 million for the three
months ended September 30, 2002 and 2001, representing approximately 64% and 72% of total revenues,
respectively, and were $110.2 million and $138.2 million for the nine months ended September 30,
2002 and 2001, representing 65% and 64% of total revenues, respectively.  The decrease in the cost
of revenues in the three and nine months ended September 30, 2002 is primarily related to the
headcount reductions with an offset to the year-to-date  total cost of revenue by an increase due to
the TechRepublic acquisition in July 2001 and the commencement of Asia publishing operations in the
second quarter of 2001.  For the nine months ended September 30, 2002, $659,000 of business
realignment expenses and integration costs were included in cost of revenues.  For the three and
nine months ended September 30, 2001, $4.8 million and $8.5 million of integration expenses were
included, respectively, were included in cost of revenues.

Sales and Marketing

Sales and marketing expenses were $17.1 million and $30.2 million for the
three months ended September 30, 2002 and 2001, respectively, representing 30% and 44% of total
revenues for each of the periods, and were $58.0 million and $103.7 million representing 34% and 48%
of total revenues for the nine months ended September 30, 2002 and 2001, respectively.  The decrease
in sales and marketing expenses in the current year periods as compared to the same periods of the
prior year was primarily due to a decrease in marketing spending and headcount reductions.
Approximately $339,000 of business realignment expenses and integration costs were included in sales
and marketing expenses for the nine months ended September 30, 2002.  Approximately $1.3 million and
$1.8 million of business realignment expenses were included in sales and marketing expenses for the
three and nine months ended September 30, 2001, respectively.

General and Administrative

General and administrative expenses were $6.8 million and $31.7 million for
the three months ended September 30, 2002 and 2001, representing 12% and 46% of total revenues for
each of the periods, respectively, and were $35.5 million and $51.8 million, or 21% and 24% of total
revenues, for the nine months ended September 30, 2002, respectively.  Approximately $9.7 million of
business realignment expenses and integration costs were included in general and administrative for
the nine months ended September 30, 2002.  The majority of the business realignment expense incurred
in 2002 consisted of $4.5 million in severance costs and $2.2 million in lease abandonment costs.
Approximately $22.8 million and $26.3 million of integration costs were included in general and
administrative expenses for the three and nine months ended September 30, 2001, respectively.  Of
these costs in the three and nine months ended September 30, 2001, $19.6 million were related to
lease abandonment charges.

Goodwill and Intangible Assets Amortization

Intangible assets amortization expense was $8.9 million and $33.2 million for
the three and nine months ended September 30, 2002.  Goodwill and intangible assets amortization
expenses were $206.3 million and $618.5 million for the three and nine months ended September 30,
2001, respectively.  Effective January 1, 2002, we adopted the provisions of Statement of Financial
Accounting Standards (SFAS) 142, "Goodwill and Other Intangible Assets".  Under SFAS 142, goodwill
is no longer amortized.  If the non-amortization provisions of SFAS 142 had been effective in 2001,
net loss and basic and diluted net loss per share for the three months ended September 30, 2001
would have been $1.2 billion and $8.58, respectively, and for the nine months ended September 30,
2001 would have been $1.3 billion and $9.76, respectively.

Asset Impairment

We have performed our annual evaluation of goodwill and intangible assets
impairment as of August 31, 2002.  Given the recent declines in the equity markets and in our stock
price, the results of this annual impairment test indicated the carrying value of goodwill and other
intangible assets for the U.S. Media reporting unit exceeded their implied fair values and an
impairment charge of $239.1 million for goodwill and $40.5 million for intangible assets of that
reporting unit was recorded in the third quarter of 2002.  Additionally, certain other assets,
including fixed assets, totaling $1.8 million were deemed to be impaired and were written-off.

In the third quarter of 2001, due to the significant decline in CNET's stock
price once trading reopened after the events of September 11th, the overall continued
decline in market values of businesses in the media industry, and the continued further decline in
the overall markets, we evaluated the recoverability of our enterprise-wide goodwill.  This
recoverability analysis indicated that there had been impairment to our enterprise-wide goodwill.
Therefore, a charge of $1.1 billion was taken during the third quarter of 2001 to adjust the
carrying value of these assets to their fair value.

Realized Gain and Loss on Sales of Investments

We had a gain on sales of investments of $376,000 and $10,000 for the three
months ended September 30, 2002 and 2001, respectively, and of $2.8 million and $9.1 million for the
nine months ended September 30, 2002, respectively.  We had a loss on the sales of investments of
$26,000 for the three months ended September 30, 2002 as compared to $343,000 for the three months
ended September 30, 2001. For the nine months ended September 30, 2002, loss on sales of investments
was $99,000 and $8.5 million, respectively.  The decrease in realized gain and loss on sales of
investments in the three and nine months ended September 30, 2002 compared to prior year resulted
primarily from a decrease in the amount of securities sold in the present periods versus the prior
year periods.  Approximately $2.3 million of the gain realized in 2002 was from the sale of our
share in a joint venture.

Realized Loss on Impairment of Investments

We had a realized loss on impairment of private investments of $7.3 million
and $58.7 million for the three months ended September 30, 2002 and 2001, respectively, and of $15.4
million and $147.9 million for the nine months ended September 30, 2002 and 2001, respectively.  We
had a realized loss on impairment of public investments of $154,000 for the nine months ended
September 30, 2002 and of $26,000 and $26.9 million for the three and nine months ended September
30, 2001, respectively.

Other Income/Loss

In the third quarter of 2002, we repurchased $6.8 million face value of our
5% Senior Convertible Notes for $3.7 million.  In connection with this repurchase, we recorded a
gain of $3.1 million.

In conjunction with the accelerated repayment of our TRACES obligations in the
third quarter of 2001, we recorded a loss of $10.6 million consisting of $9.0 million of early
repayment interest penalty and a write-off of $1.6 million of capitalized debt issue costs.

Income Taxes

We recorded an income tax benefit of $27.9 million for the three months ended
September 30, 2001; there was no tax benefit or tax provision in the same period of 2002.  For the
nine months ended September 30, 2002 and 2001, we had an income tax benefit of $20.3 million and
$70.2 million, 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.

Approximately $31.7 million of recoverable taxes were refunded to CNET in the
second quarter of 2002.  This refund in part related to the utilization of net operating losses that
were recorded as current deferred tax assets as of December 31, 2001.  Additionally, an income tax
benefit of $20.3 million was recorded in 2002 primarily due to the realization of deferred tax
assets in 2002, which were considered not to be recoverable at December 31, 2001.  No tax benefit
for additional losses experienced in 2002 is expected to be recorded in 2002.

Net Loss

We recorded a net loss of $307.2 million or $2.21 per diluted share and of
$364.1 million or $2.62 per diluted share for the three and nine months ended September 30, 2002,
respectively, compared to a net loss of $1.4 billion or $9.98 per diluted share and of $1.9 billion
or $14.02 per share for the three and nine months ended September 30, 2001.  The decrease in the
current year periods net loss as compared to the same periods of the prior year resulted primarily
from the cessation of amortization of goodwill upon the adoption of SFAS 142 in 2002, the greater
realized loss on the impairment of assets and of our privately held investments in prior year, and
the realized loss on the impairment of our marketable equity investments in prior year.



RECENT ACCOUNTING PROUNOUNCEMENTS

In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections".  This statement
rescinds SFAS 4, "Reporting Gains and Losses from Extinguishment of Debt" wherein the FASB
determined that gains and losses from debt extinguishments were to be recorded as extraordinary
items.  The provisions of SFAS 145 are effective for fiscal years beginning after May 31, 2002, with
earlier adoption encouraged.  During the third quarter of 2002, CNET adopted SFAS 145 and as such is
no longer presenting gain or loss associated with debt extinguishment as an extraordinary item.  See
Note 1 to the financial statements for the three and nine months ended September 30, 2002.

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



LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2002, we had cash and cash equivalents of $64.8
million compared to $93.4 million on December 31, 2001. In addition, on September 30, 2002 we had
investments in short and long-term marketable debt securities of $105.4 million, as well as
restricted cash of $18.1 million compared to $123.5 million in short and long term marketable debt
securities and restricted cash of $16.3 at December 31, 2001. Net cash used in operating activities
of $32.8 million for the nine months ended September 30, 2002 included a net loss of $364.1 million
offset by a charge for asset impairment of $281.4 million, losses on sales and impairment of
investments of $12.8 million, and depreciation and amortization totaling $52.9 million.  Also
included in net cash used in operating activities for the nine months ended September 30, 2002 is a
payment of $8.0 million to the landlord of our headquarters in San Francisco.  This payment was paid
in connection with a lease amendment entered into effective August 1, 2002, whereby the rent on the
lease will be reduced by an aggregate amount of $45.1 million over the remaining term of the lease
in exchange for this $8.0 million payment and the posting of a $2.0 million letter of credit for
three years. Net cash used by operating activities of $60.4 million for the nine months ended
September 30, 2001 included a net loss of $1.9 billion offset by an asset impairment charge of $1.1
billion, losses on sales and impairment of investments of $174.2 million, and depreciation and
amortization of $638.5 million.

Net cash provided by investing activities of $3.8 million for the nine months
ended September 30, 2002 was primarily attributable to proceeds from the sale of marketable debt
securities offset by purchases of marketable debt and equity securities, acquisitions, and capital
expenditures.  Net cash provided by investing activities of $40.2 million for the nine months ended
September 30, 2001 was primarily attributable to the sale of marketable debt and equity securities
offset by purchases of marketable and equity securities, investments in privately held companies,
acquisitions, and capital expenditures.

Cash used by financing activities for the nine months ended September 30, 2002
was $33,000.  Financing activities in 2002 included the repayment of $6.8 million face value of
notes for $3.7 million.  Debt repayments were offset in part by proceeds from employee stock plan
purchases and the exercise of options.  Cash provided by financing activities of $12.5 million for
the nine months ended September 30, 2001 was attributable to proceeds from the issuance of common
stock through the exercise of options and warrants.

Capital expenditures are expected to be no greater than $20.0 million for 2002.
We believe that existing funds will be sufficient to meet our anticipated cash needs for working
capital and capital expenditures for the next 12 months.  Management intends to consider using cash
to optimize our capital structure, which could include the repurchase, from time to time, of a
portion of our outstanding debt securities or equity securities.  Any such repurchases or
exchanges may be made in the open market, in privately negotiated transactions or
otherwise.  Any purchases of common stock in the open market will be conducted in accordance with
Rule10b-18.  Depending upon a variety of circumstances, the amounts involved may be material.
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 September 30, 2002, we had obligations outstanding under notes payable
totaling $170.0 million. Notes payable included $166.1 million of 5% Convertible Subordinated Notes,
due March 2006.  Such obligations were incurred to obtain proceeds for general corporate purposes
and to finance acquisitions.  CNET's obligations with respect to the 5% convertible subordinated
notes due 2006 can be found in the indenture for such notes filed as Exhibit 10.40 to CNET's Annual
Report on 10-K for the year ended December 31, 1998.  As discussed above, during the third quarter
of 2002, we paid $3.7 million to repurchase $6.8 million face value of our 5% Convertible
Subordinated Notes.  Additionally, subsequent to the third quarter-end of 2002, we repurchase $9.0
million face value of our 5% Convertible Subordinated Notes for approximately $5.0 million.

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

On April 30, 2002, CNET acquired intellectual property and certain other assets
of Upgradebase.com, Inc. and Vendorbase.com, Inc. On May 3, 2002, CNET acquired intellectual
property and certain other assets of Smartshop.com, Inc.  CNET acquired intellectual property and
certain other assets of NewMediary on July 1, 2002; WAAG Technologies on August 12, 2002; and
Silicon.com on August 14, 2002.  The total purchase price for all six acquisitions was $8.4 million.
A total of $7.1 million was paid in cash with the remainder outstanding under notes payable that are
to be paid within a year of the acquisitions.



CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

Revenue recognition

We recognize revenues once the following criteria are met:

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

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

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

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

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

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

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

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

Collectibility of receivables

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

Carrying value of investments

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

Goodwill and intangibles impairment

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

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

We have performed our annual evaluation of goodwill and intangible assets
impairment as of August 31, 2002.  The fair value of our reporting units was determined using a
combination of the income and the market valuation approaches.  In the application of the income,
market and cost valuation approaches, we were required to make estimates of future operating trends
and judgments on discount rates and other variables.  Actual future results and other assumed
variables could differ from these estimates.  The results of this annual impairment test indicated
the carrying value of goodwill and other intangible assets for the U.S. Media reporting unit
exceeded their implied fair values and an impairment charge of $239.1 million for goodwill and of
$40.5 million for intangible assets of that reporting unit was recorded in the third quarter of
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 sustained decrease in our market value or an adverse change
in business climate.  On an ongoing basis, we will review goodwill for impairment on at least an
annual basis with a valuation date of August 31 having been established as the date on which this
annual review will take place.

Lease abandonment

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

Deferred Income Taxes

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

Contingencies

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



CYCLICALITY

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



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS

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

Statements regarding our future financial performance or results of operations,
including expected revenue growth, operating income growth, growth in leads to merchants, future
expenses, future operating margins and other future or expected performance are subject to the
following risks: a continued or worsening slowdown in advertising spending on the Internet in
general, especially in the technology sector, or on CNET's properties in particular, which could be
prompted by continuing weakness in corporate or consumer spending or other factors; failure of
existing advertisers to meet their advertising commitments; loss of advertising revenue to CNET's
competitors; the need for further costs reductions, which could increase severance costs and
negatively impact operating income; the risk that projected cost-reduction initiatives will not be
achieved due to implementation difficulties or contractual spending commitments that cannot be
reduced; the risk that cost reduction efforts will result in a loss of revenues due to a decrease in
resources dedicated to generating revenues; weakening of the U.S. dollar, which could increase
operating losses; the acquisition of businesses or the launch of new lines of business, which could
decrease our cash position and increase operating expense and dilute operating margins; future
impairment of our assets or the need to increase our reserve attributable to abandoned real estate;
disruption of our service due to the failure of key infrastructure providers or in connection with
the transfer of our systems to new providers; the failure of CNET's users to adopt new paid service
offerings; costs associated with our initiatives to standardize our technology platforms or our
failure to successfully complete those initiatives; the impact of political and economic conditions
due to the recent terrorist attacks in the U.S., the threat of future terrorism in the U.S. and
abroad, and armed conflict in the U.S. and abroad; and the general risks associated with our
businesses.

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

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

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



ITEM 3. Quantitative and Qualitative Disclosure 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.



ITEM 4.	Controls and Procedures

1. Evaluation of disclosure controls and procedures.  Our chief executive
officer and our chief financial officer, after evaluating the effectiveness of our "disclosure
controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-
14(c) as of a date (the Evaluation Date) within 90 days before the filing date of this quarterly
report, have concluded that as of the Evaluation Date our disclosure controls and procedures were
adequate and designed to ensure that material information relating to us and our consolidated
subsidiaries would be made known to them by others within those entities.
2. Changes in internal controls.  There were no significant changes in our
internal controls or, to our knowledge, in other factors that could significantly affect our
disclosure controls and procedures subsequent to the Evaluation Date.



PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings.



In December 2000 and February 2001, two groups of former employees of Ziff-Davis
filed similar lawsuits in the United States District Court for the District of Massachusetts under
the titles Beach et al v. Softbank Corp and Drebin and Lane v. Softbank Corp.  The lawsuits name as
defendants Softbank Corp, Softbank Holdings and Ziff-Davis, Inc.  The complaints allege (a)
violations of Section 10(b) and Section 20 of the Securities Exchange Act, (b) violations of state
laws against fraud and negligent misrepresentation and (c) breach of fiduciary duty in connection
with the exchange of the plaintiffs' options to purchase Softbank shares for options to purchase
shares of Ziff-Davis in 1999, prior to CNET's acquisition of ZDNet.  The complaints do not specify
an amount of damages.  Defendants' motion to dismiss was denied by the court in the second quarter
of 2002, and discovery is now underway.  Softbank America has agreed to indemnify CNET against these
claims to the extent not covered by insurance.

In July 2001, three former employees of ZDNet filed a complaint against ZD, Inc.,
ZDNet, Inc., CNET Networks, Inc. and Dan Rosensweig in the Superior Court of the State of California
for the County of San Francisco under the caption Rapport et al v. ZD, Inc.  The remaining claims
allege that the defendants engaged in fraud and negligent misrepresentation in not disclosing to
plaintiffs that ZDNet was in negotiations with CNET regarding a potential merger.  Plaintiffs allege
that had they known about the merger discussions, they would not have voluntarily terminated their
employment with ZDNet prior to the merger and would have recognized an increase in the value of the
stock options.  Plaintiffs seek damages in an amount equal to at least $1.5 million.  Discovery is
underway in the case and a trial is set for March 2003.  CNET intends to vigorously defend the
litigation.





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

Item 3.	Defaults Upon Senior Securities.  None.

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

Item 5.	Other Information.  None.

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

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

Current Report on Form 8-K dated July 23, 2002 was filed on July 24, 2002, Item
5. - "Other Items", which reported CNET's financial results for the quarter ended June 30, 2002 and
provided guidance for the fiscal year 2002.

Current Report on Form 8-K dated August 2, 2002 was filed on August 2, 2002, Item
9. - "Regulation FD Disclosure", which reported that CNET had issued a press release to European
media outlets announcing that it had acquired certain assets of U.K.-based Silicon Media Group.

Current Report on Form 8-K dated September 9, 2002 was filed on September 9,
2002, Item 5. - "Other Items", which reported that CNET had entered into an amendment to its office
lease relating to its headquarters in San Francisco.





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:  November 4, 2002 |                                                  











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EXHIBIT INDEX

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

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