Can I change my vote after I return my proxy card?

Yes.     At any time before the vote on a proposal, you can change your vote either by giving our Secretary a written notice revoking your proxy card, by personally appearing at the annual meeting or by signing, dating and returning to us a new proxy card. We will honor the proxy card with the latest date. However, no revocation will be effective unless we receive notice of such revocation at or prior to the annual meeting.

Can I vote in person at the annual meeting rather than by completing the proxy card?

Although we encourage you to complete and return the proxy card to ensure that your vote is counted, you can attend the annual meeting and vote your shares in person.

How are votes counted?

We will hold the annual meeting if holders of a majority of the shares of common stock entitled to vote either sign and return their proxy cards or attend the meeting. If you sign and return your proxy card, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote on any of the proposals listed on the proxy card. If your shares are held in the name of a nominee, and you do not tell the nominee how to vote your shares, these shares will be counted for purposes of determining the presence or absence of a quorum for the transaction of business. However, abstentions or broker non-votes are not counted in the tally of votes FOR or AGAINST a proposal. A WITHHELD vote is the same as an abstention.

What is a “quorum”?

A “quorum” is a majority of the shares of common stock outstanding on the record date. A quorum must be present either in person or represented by proxy for the annual meeting to be held. If a quorum is not present at the annual meeting, the meeting may be adjourned from time to time until a quorum is obtained.

How many votes are required to approve the proposals?

The two directors who receive the most votes will be elected. All other matters will be decided by a majority of votes cast.

Who will count the votes?

Automatic Data Processing, Inc. will count the votes and act as the inspector of election.

Who pays for this proxy solicitation?

CNET Networks, Inc.

Is my vote confidential?

Proxy cards, ballots and voting tabulations that identify individual stockholders are mailed or returned directly to Automatic Data Processing, Inc. and handled in a manner that protects your voting privacy. Your vote will not be disclosed EXCEPT:

In addition, all comments written on the proxy card or elsewhere will be forwarded to management, but your identity will be kept confidential unless you ask that your name be disclosed.

PROPOSALS YOU MAY VOTE ON

_________________

PROPOSAL ONE:
ELECTION OF DIRECTORS

Two persons, John C. “Bud” Colligan and Jarl Mohn, each of whom is currently a Class II Director, are proposed to be re-elected as Class II Directors at the annual meeting. If elected, each of these directors will hold office until the 2007 annual meeting or until his successor is duly elected and qualified.

General Information About Nominees. Each of the nominees is currently a director. Each has agreed to be named in this proxy statement and to serve as a director if elected. For information regarding each of the nominees for Class II Director, see “Information About Executive Officers and Directors.”

Vote Required. The election of directors will be decided by a plurality of the votes entitled to be cast at the annual meeting.

Nominations.     At the annual meeting, we will nominate Messrs. Colligan and Mohn as Class II Directors. Although we do not know of any reason why one of these nominees might not be able to serve, the Board of Directors will propose a substitute nominee if any nominee is not available for election.

THE BOARD URGES STOCKHOLDERS TO VOTE “FOR”
EACH OF THE NOMINEES FOR DIRECTOR SET FORTH ABOVE

PROPOSAL TWO:
APPROVAL OF THE 2004 CNET NETWORKS, INC. INCENTIVE STOCK AWARD PLAN

Our stockholders are being asked to approve the 2004 CNET Networks, Inc. Incentive Stock Award Plan (the “2004 Plan”). On March 11, 2004, our Board approved and adopted the 2004 Plan, subject to approval by our stockholders.

The summary of the provisions of the 2004 Plan that follows is not intended to be complete, and reference is made to the 2004 Plan for complete statements of the terms and provisions. The principal features of the 2004 Plan are summarized below, but the summary is qualified in its entirety by reference to the 2004 Plan itself which is attached to this proxy statement as Appendix A.

Purpose of the 2004 Plan

The purpose of the 2004 Plan is to provide additional incentive for key employees, directors and consultants to further the growth, development and financial success of the company and its subsidiaries by personally benefiting through the ownership of our common stock or other rights which recognize such growth, development and financial success. Our Board also believes that the 2004 Plan will enable us to obtain and retain the services of key employees, directors and consultants that are considered essential to our long range success by offering them an opportunity to own stock and other rights that reflect our financial success.

The 2004 Plan will become effective immediately upon stockholder approval.

Securities Subject to the 2004 Plan

The aggregate number of common shares subject to options, stock purchase rights, stock appreciation rights, or SARs, restricted stock awards, performance awards, dividend equivalents awards, deferred stock awards, and stock payment awards will be equal to 5,000,000. The closing share price for our common shares on Nasdaq as of the close of business on February 27, 2004 was $9.92. Our Board or a Board-appointed committee shall have the authority in its discretion to appropriately adjust:

if there is any stock dividend, stock split, recapitalization, or other subdivision, combination or reclassification of shares of Common Stock.

Shares subject to expired or canceled options or surrendered or repurchased shares of restricted stock will be available for future grant or sale under the 2004 Plan. In addition, shares which are delivered to us by an optionee or withheld by us upon the exercise of an award in payment of the exercise price or in satisfaction of tax withholding obligations may again be optioned, granted or awarded under the 2004 Plan. No shares may be optioned, granted or awarded under the 2004 Plan, however, if such action would cause an incentive stock option to fail to qualify as an “incentive stock option” under Section 422 of the Code.

Awards Under the 2004 Plan

The 2004 Plan provides that the administrator may grant or issue stock options, stock appreciation rights, or SARs, restricted stock, deferred stock, dividend equivalents, performance awards and stock payments, or any combination thereof. Each award will be set forth in a separate agreement with the person receiving the award and will indicate the type, terms and conditions of the award.

Nonqualified Stock Options, or NQSOs, will provide for the right to purchase common shares at a specified price which may not be less than fair market value on the date of grant, and usually will become exercisable (in the discretion of the administrator) in one or more installments after the grant date, subject to the satisfaction of individual or company performance criteria established by the administrator. NQSOs may be granted for any term specified by the administrator.

Incentive Stock Options, or ISOs, will be designed to comply with the applicable provisions of the Internal Revenue Code, or Code, and will be subject to certain restrictions contained in the Code. Among such restrictions, ISOs must have an exercise price not less than the fair market value of a common share on the date of grant, may only be granted to employees, must expire within a specified period of time following the optionee’s termination of employment, and must be exercised within ten years after the date of grant; but may be subsequently modified to disqualify them from treatment as ISOs. The total fair market value of shares with respect to which an ISO is first exercisable by an optionee during any calendar year cannot exceed $100,000. To the extent this limit is exceeded, the options granted are NQSOs. In the case of an ISO granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all of our classes of stock (a “10% Owner”), the 2004 Plan provides that the exercise price must be at least 110% of the fair market value of a common share on the date of grant and the ISO must expire no later than the fifth anniversary of the date of its grant.

Restricted stock may be sold to participants at various prices or granted with no purchase price, and may be made subject to such restrictions as may be determined by the administrator. Restricted stock, typically, may be repurchased by us at the original purchase price if the conditions or restrictions are not met. In general, restricted stock may not be sold, or otherwise hypothecated or transferred except to certain permitted transferees as set forth in the 2004 Plan, until restrictions are removed or expire. Purchasers of restricted stock, unlike recipients of options, will have voting rights and will receive dividends prior to the time when the restrictions lapse.

Deferred stock may be awarded to participants, typically without payment of consideration, but subject to vesting conditions based on performance criteria established by the administrator. Like restricted stock, deferred stock may not be sold, or otherwise hypothecated or transferred except to certain permitted transferees as set forth in the 2004 Plan, until vesting conditions are removed or expire. Unlike restricted stock, deferred stock will not be issued until the deferred stock award has vested, and recipients of deferred stock generally will have no voting or dividend rights prior to the time when vesting conditions are satisfied.

Stock Appreciation Rights may be granted in connection with stock options or other awards, or separately. SARs granted by the administrator in connection with stock options or other awards typically will provide for payments to the holder based upon increases in the price of our common shares over the exercise price of the related option or other awards. Except as required by Section 162(m) of the Code with respect to a SAR intended to qualify as performance-based compensation as described in Section 162(m) of the Code, there are no restrictions specified in the 2004 Plan on the exercise of SARs or the amount of gain realizable, although restrictions may be imposed by the administrator in the SAR agreements. The administrator may elect to pay SARs in cash, in shares of common stock, or in a combination of both.

Dividend Equivalents represent the value of the dividends per share paid by us (if any), calculated with reference to the number of shares covered by the stock options, SARs or other awards held by the participant.

Performance Awards may be granted by the administrator to employees or consultants based upon, among other things, the contributions, responsibilities and other compensation of the particular employee or consultant.

Generally, these awards will be based on specific performance criteria and may be paid in cash or in shares of common stock, or in a combination of both. Performance Awards may include “phantom” stock awards that provide for payments based upon increases in the price of our common stock over a predetermined period. Performance Awards to consultants and employees may also include bonuses granted by the administrator, which may be payable in cash or in shares of common stock, or in a combination of both.

Stock payments may be authorized by the administrator in the form of common shares or an option or other right to purchase common shares and may, without limitation, be issued as part of a deferred compensation arrangement in lieu of all or any part of compensation, including bonuses, that would otherwise be payable in cash to the employee or consultant.

The administrator may designate employees as “Section 162(m) Participants,” whose compensation for a given fiscal year may be subject to the limit on deductible compensation imposed by Section 162(m) of the Code. The administrator may grant to Section 162(m) Participants restricted stock, deferred stock, SARs, dividend equivalents, performance awards, cash bonuses and stock payments that are paid, vest or become exercisable upon the attainment of company performance criteria which are related to one or more of the following performance goals:

The maximum number of shares which may be subject to options, stock purchase rights, SARs and other awards granted under the 2004 Plan to any individual in any calendar year may not exceed 2,500,000 shares of common stock. In addition, the maximum amount of cash that may be paid as a performance award to any individual in any calendar year is $2,500,000.

Grant and Terms of Options

      Key Employees and Consultants

The administrator shall have the authority under the 2004 Plan to determine:

The administrator may not grant an ISO under the 2004 Plan to any 10% Owner unless the stock option conforms to the applicable provisions of Section 422 of the Code. Only our employees may be granted ISOs under the 2004 Plan. Employees, consultants, and directors may receive NQSOs and restricted stock under the 2004 Plan. Each award will be evidenced by a written agreement.

      Independent Directors

The 2004 Plan provides for grants of options to any director that is a non-employee director, the terms and conditions of which are to be made by our Board pursuant to a written policy or program determined by the Governance Committee of our Board consistent with the 2004 Plan.

      Pricing

The exercise price for the common shares subject to each option will be specified in each option agreement but shall not be less than the fair market value for a common share subject to such option on the date the option is granted as specified in the 2004 Plan. For any options granted to key employees or consultants, the administrator shall set the exercise price at the time the option is granted. In the case of ISOs granted to a 10% Owner, the exercise price may not be less than 110% of the fair market value of a common share subject to such option on the date the option is granted. For purposes of the 2004 Plan, the fair market value of a common share as of a given date shall be the closing price for a common share as reported by Nasdaq on such date or, if such date is not a trading day, on the most recent trading day previous to such date.

      Term of Options

For options granted to our employees, directors and consultants, the term of an option shall be set by the administrator but shall not be more than 10 years from the date the option is granted. In the case of an ISO, the term of the option may not be longer than 10 years from the date the ISO is granted, or if granted to a 10% Owner, five years from the date of the grant. Generally, an option granted to an employee, director or consultant may only be exercised while such person remains our employee, director or consultant, as applicable. However, the administrator may, in the written option agreement related to an option granted to an employee, director or consultant, provide that such outstanding option may be exercised subsequent to the termination of employment, directorship or the consulting relationship, except as limited by the requirements of Section 422 of the Code.

      Vesting of Options

For options granted to our employees and consultants, each option agreement will contain the period during which the right to exercise the option in whole or in part vests in the optionee. At any time after the grant of an option, the administrator may accelerate the period during which such option vests. No portion of an option which is unexercisable at an optionee’s termination of employment or termination of consulting relationship will subsequently become exercisable, except as may be otherwise provided by the administrator either in the agreement relating to the stock option or by action following the grant of the option.

      Exercise of Options

An option may be exercised for any vested portion of the shares subject to the option until the option expires. Only whole common shares may be purchased. An option may be exercised by delivering to our Secretary a written or electronic notice of exercise on a form provided by us, together with full cash payment for the shares in the form of cash or a check payable to us in the amount of the aggregate option exercise price. However, the administrator may in its discretion and subject to applicable laws:

However, no option may be exercised by delivery of a promissory note or by a loan or other credit accommodation from us if such loan or extension of credit is prohibited by law.

Eligibility

Our employees, consultants and directors are eligible to receive awards under the 2004 Plan. As of December 31, 2003, we had approximately 1,700 employees and consultants and five outside directors. The administrator determines which of our employees, consultants and directors will be granted awards. No employee or consultant is entitled to participate in the 2004 Plan as a matter of right nor does any such participation constitute assurance of continued employment. Only those employees and consultants who are selected to receive grants by the administrator may participate in the 2004 Plan.

Administration of the 2004 Plan

The Compensation Committee of our Board will be the administrator of the 2004 Plan unless the Board assumes authority for administration. The Compensation Committee must consist solely of two or more non-employee directors. The administrator has the power to:

Transferability of Awards

Awards generally may not be sold, pledged, transferred, or disposed of in any manner other than pursuant to certain court orders with the administrator’s consent and by will or by the laws of descent and distribution and may be exercised, during the lifetime of the holder, only by the holder or such transferees to whom they have been transferred pursuant to court order with the administrator’s consent.

Amendment and Termination of the 2004 Plan

Our Board may not, without stockholder approval given before or after the Board’s action, amend the 2004 Plan to increase the number of shares of stock that may be issued under the 2004 Plan.

The Board may terminate the 2004 Plan at any time. The 2004 Plan will be in effect until terminated by the Board. However, in no event may any award be granted under the 2004 Plan after May 4, 2014. Except as indicated above, the Board may also modify the 2004 Plan from time to time.

Federal Income Tax Consequences Associated with the 2004 Plan

The following is a general summary under current law of the material federal income tax consequences to participants in the 2004 Plan. This summary deals with the general tax principles that apply and is provided only for general information. Some kinds of taxes, such as state and local income taxes, are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality. The summary does not discuss all aspects of income taxation that may be relevant in light of a holder’s personal investment circumstances. This summarized tax information is not tax advice.

      Non-Qualified Stock Options

For federal income tax purposes, if an optionee is granted NQSOs under the 2004 Plan, the optionee will not have taxable income on the grant of the option, nor will we be entitled to any deduction. Generally, on exercise of NQSOs the optionee will recognize ordinary income, and we will be entitled to a deduction, in an amount equal to the difference between the option exercise price and the fair market value of a common share on the date each such option is exercised. The optionee’s basis for the stock for purposes of determining gain or loss on subsequent disposition of such shares generally will be the fair market value of the common shares on the date the optionee exercises such option. Any subsequent gain or loss will be generally taxable as capital gains or losses.

      Incentive Stock Options

There is no taxable income to an optionee when an optionee is granted an ISO or when that option is exercised. However, the amount by which the fair market value of the shares at the time of exercise exceeds the option price will be an “item of adjustment” for the optionee for purposes of the alternative minimum tax. Gain realized by the optionee on the sale of an ISO is taxable at capital gains rates, and no tax deduction is available to us, unless the optionee disposes of the shares within (1) two years after the date of grant of the option or (2) within one year of the date the shares were transferred to the optionee. If the common shares are sold or otherwise disposed of before the end of the two-year and one-year periods specified above, the difference between the option exercise price and the fair market value of the shares on the date of the option’s exercise will be taxed at ordinary income rates, and we will be entitled to a deduction to the extent the optionee must recognize ordinary income. If such a sale or disposition takes place in the year in which the optionee exercises the option, the income the optionee recognizes upon sale or disposition of the shares will not be considered income for alternative minimum tax purposes. Otherwise, if the optionee sells or otherwise disposes of the shares before the end of the two-year and one-year periods specified above, the maximum amount that will be included as alternative minimum tax income is the gain, if any, the optionee recognizes on the disposition of the shares.

An ISO exercised more than three months after an optionee terminates employment, other than by reason of death or disability, will be taxed as a NQSO, and the optionee will have been deemed to have received income on the exercise taxable at ordinary income rates. We will be entitled to a tax deduction equal to the ordinary income, if any, realized by the optionee.

      Stock Appreciation Rights

No taxable income is generally recognized upon the receipt of a SAR, but upon exercise of the SAR the fair market value of the shares (or cash in lieu of shares) received generally will be taxable as ordinary income to the recipient in the year of such exercise. We generally will be entitled to a compensation deduction for the same amount which the recipient recognizes as ordinary income.

      Restricted Stock and Deferred Stock

An employee to whom restricted or deferred stock is issued generally will not recognize taxable income upon such issuance and we generally will not then be entitled to a deduction unless, with respect to restricted stock, an election is made by the participant under Section 83(b) of the Code. However, when restrictions on shares of restricted stock lapse, such that the shares are no longer subject to a substantial risk of forfeiture, the employee generally will recognize ordinary income and we generally will be entitled to a deduction for an amount equal to the excess of the fair market value of the shares at the date such restrictions lapse over the purchase price. If a timely election is made under Section 83(b) with respect to restricted stock, the participant generally will recognize ordinary income on the date of the issuance equal to the excess, if any, of the fair market value of the shares at that date over the purchase price therefore, and we will be entitled to a deduction for the same amount. Similarly, when deferred stock vests and is issued to the participant, the participant generally will recognize ordinary income and we generally will be entitled to a deduction for the amount equal to the fair market value of the shares at the date of issuance. A Section 83(b) election is not permitted with regard to the grant of deferred stock.

      Dividend Equivalents

A recipient of a dividend equivalent award generally will not recognize taxable income at the time of grant, and we will not be entitled to a deduction at that time. When a dividend equivalent is paid, the participant generally will recognize ordinary income, and we will be entitled to a corresponding deduction.

      Performance Awards

A participant who has been granted a performance award generally will not recognize taxable income at the time of grant, and we will not be entitled to a deduction at that time. When an award is paid, whether in cash or common shares, the participant generally will recognize ordinary income, and we will be entitled to a corresponding deduction.

      Stock Payments

A participant who receives a stock payment in lieu of a cash payment that would otherwise have been made will generally be taxed as if the cash payment has been received, and we generally will be entitled to a deduction for the same amount.

      Deferred Compensation

Participants who defer compensation generally will recognize no income, gain or loss for federal income tax purposes when NQSOs are granted in lieu of amounts otherwise payable, and we will not be entitled to a deduction at that time. When and to the extent such NQSOs are exercised, the rules regarding NQSOs outlined above will generally apply.

      Section 162(m) of the Code

In general, under Section 162(m), income tax deductions of publicly-held corporations may be limited to the extent total compensation (including base salary, annual bonus, stock option exercises and non-qualified benefits paid) for specified executive officers exceeds $1 million (less the amount of any “excess parachute payments” as defined in Section 280G of the Code) in any one year. However, under Section 162(m), the deduction limit does not apply to certain “performance-based compensation” as provided for by the Code and established by an independent compensation committee which is adequately disclosed to, and approved by, stockholders. In particular, stock options and SARs will satisfy the “performance-based compensation” exception if the awards are made by a qualifying compensation committee, the underlying plan sets the maximum number of shares that can be granted to any person within a specified period and the compensation is based solely on an increase in the stock price after the grant date (i.e., the option exercise price is equal to or greater than the fair market value of the stock subject to the award on the grant date). Performance or incentive awards granted under the 2004 Plan may qualify as “qualified performance-based compensation” for purposes of Section 162(m) if such awards are granted or vest upon the pre-established objective performance goals described above.

We have attempted to structure the 2004 Plan in such a manner that the Compensation Committee can determine the terms and conditions of stock options, SARs and performance and incentive awards granted thereunder such that remuneration attributable to such awards will not be subject to the $1,000,000 limitation. We have not, however, requested a ruling from the Internal Revenue Service or an opinion of counsel regarding this issue. This discussion will neither bind the Internal Revenue Service nor preclude the Internal Revenue Service from adopting a contrary position.

Stockholder Approval

Approval of the 2004 Plan requires the affirmative vote of the holders of a majority of the shares of our common stock present, in person or by proxy, and entitled to vote on the matter. An abstention will have the same effect as a vote against the proposal.

THE BOARD OF DIRECTORS
RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE 2004 CNET NETWORKS, INC. INCENTIVE
STOCK AWARD PLAN

PROPOSAL THREE:
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

KPMG LLP served as independent auditors for us for the fiscal year ended December 31, 2003 and reported on our financial statements. The Board of Directors, upon the recommendation of the Audit Committee, has selected KPMG LLP as our independent auditors for the 2004 fiscal year and recommends that the stockholders ratify this selection. Before selecting KPMG, the Audit Committee considered the firm’s qualifications as independent auditors and concluded that based on its prior performance and its reputation for integrity and competence, it was qualified. The committee also considered whether any non-audit services performed for the Company by KPMG would impair KPMG’s independence and concluded that it would not.

A representative of KPMG LLP is expected to be present at the annual meeting, will have an opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions.

Stockholder ratification is not required for the selection of KPMG LLP as our independent auditors for fiscal year 2004 because the Board of Directors has responsibility for selection of our independent auditors. The selection is being submitted for ratification with a view toward soliciting the opinion of stockholders, which opinion will be taken into consideration in future deliberations.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR” THE RATIFICATION OF KPMG LLP AS OUR INDEPENDENT AUDITORS

_________________

STOCK OWNERSHIP OF
PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table shows the number of shares of common stock beneficially owned as of the close of business on February 27, 2004 unless otherwise indicated, by:

Unless otherwise indicated below, the address for each listed director and executive officer is CNET Networks, Inc., 235 Second Street, San Francisco, California 94105.

*               Less than one percent

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Our directors and officers must file reports with the Securities and Exchange Commission indicating the number of shares of common stock they beneficially own and any changes in their beneficial ownership. Copies of these reports must be provided to us. To our knowledge all of these reports for transactions in 2003 were filed in a timely manner with the exception of one report for Mr. Kertzman which was filed one day late due to an error experienced by the Company in submitting the report by EDGAR.

INFORMATION ABOUT
EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth the names, ages and positions of our executive officers and directors as of April 14, 2003. Their respective backgrounds are described following the table:

SHELBY W. BONNIE has served as Chief Executive Officer since March 2000, has been a director since July 1993 and Chairman of the Board of Directors since November 2002. Mr. Bonnie also served as Chief Financial Officer from July 1993 until December 1997 and as Executive Vice President and Chief Operating Officer from July 1993 until March 2000. Prior to joining CNET Networks, Mr. Bonnie held positions at Tiger Management Corporation, a New York based investment managing firm; Lynx Capital, a private equity fund; and in the mergers and acquisitions department at Morgan Stanley & Co. Inc.

BARRY BRIGGS became Chief Operating Officer of CNET Networks in July 2002. He was President of the company’s U.S. Media division from the October 2000 acquisition of ZDNet until July 2002. From 1999 until July 2000, Mr. Briggs served as President and Executive Vice President of ZDNet. From 1997 to 1999 he was Vice President of Advertising Sales and Marketing of ZDNet. At Ziff-Davis, Inc., Mr. Briggs served as Network Director of Corporate Sales, Associate Publisher of Computer Life, and Publisher of Family PC magazine. Prior to joining Ziff-Davis Inc., Mr. Briggs held a number of positions at Time Inc., including Director of Marketing and Sales Development at Sports Illustrated, National Sales Manager for Time Magazine and Eastern Regional Director for all Time Inc. magazines.

DOUGLAS N. WOODRUM joined CNET Networks as Executive Vice President and Chief Financial Officer in December 1997. He served as a director of the company from December 1997 until October 2000. Prior to joining CNET Networks, Mr. Woodrum served as Executive Vice President and Chief Financial Officer of Heritage Media Corporation, a diversified media company that he helped found in 1987.

NEIL M. ASHE joined the company as Senior Vice President of Strategy and Development in May 2002. Prior to joining CNET Networks, Mr. Ashe founded and served as Chief Executive Officer of several start-up companies in the Internet, business to business electronic marketplace and financial services industries. From 1996 through 1999, Mr. Ashe served as Managing Director of Crest Communications Holdings LLC, a private equity investment firm. From 1990 through 1994, Mr. Ashe held positions in the Mergers & Acquisitions Group of Smith Barney Inc.

ART FATUM served as Chief Corporate Officer from July 2002 until his resignation in August, 2003. Prior to that, he served as President of CNET Networks International Media from the October 2000 acquisition of ZDNet until July 2002. From July 2000 to October 2000, he was Executive Vice President and Chief Financial Officer of ZDNet. From November 1998 to June 2000, he was Vice President and Chief Financial Officer of PictureTel Corporation, a company engaged in the development, manufacture and support of video conferencing and visual and audio collaboration solutions. Before joining PictureTel Corporation, he was President and Managing Director of AT&T Capital Europe (1995-1998), responsible for its pan-European equipment leasing business. Before joining AT&T Capital, Mr. Fatum also held positions with Dun & Bradstreet, Inc. and General Electric Company. Mr. Fatum serves as a director of Benthos, Inc.

JOHN C. “BUD” COLLIGAN became a director of CNET Networks in May 1996. Since March 1998, Mr. Colligan has been a partner with Accel Partners, a venture capital firm in Palo Alto, California. From November 1996 until August 1998, Mr. Colligan served as Chairman of Macromedia, Inc., a multimedia software company that he co-founded in 1992, and from 1992 to November 1996 served as its President, Chief Executive Officer and Chief Operating Officer. Prior to joining Macromedia, Mr. Colligan was President and Chief Executive Officer of Authorware, a multimedia software company, and held various positions with Apple Computer, Inc.

MITCHELL KERTZMAN became a director of CNET Networks in May 1996. Mr. Kertzman is a general partner of Hummer Winblad Venture Partners. From November 1998 until March, 2003, Mr. Kertzman served as Chief Executive Officer and Director of Liberate Technologies, Inc., an information appliance and software provider. From July 1996 until November 1998, Mr. Kertzman served as Chairman of the Board of Directors and Chief Executive Officer of Sybase, Inc., a leading provider of enterprise database software, which Mr. Kertzman joined in February 1995 as Executive Vice President. Prior to joining Sybase, Inc., Mr. Kertzman served as Chief Executive Officer and a director of Powersoft Corporation, an application development tools provider.

JARL MOHN, also known as Lee Masters, became a director of CNET Networks in December 2003. Mr. Mohn was the founding president of Liberty Digital, a publicly traded subsidiary of Liberty Media Group, involved in interactive television, cable television networks and Internet enterprises, and served as its Chief Executive Officer from June 1999 to March 2002. Prior to founding Liberty Digital, he was President and Chief Executive Officer of E! Entertainment Television. From 1986 to 1989, Mr. Mohn was Executive Vice President and General Manager of MTV and VH1. He began his professional life with a 20-year career in radio. Mr. Mohn serves on the boards of E.W. Scripps Company, The Game Show Network, and LodgeNet Entertainment Corporation. Mr. Mohn is also a trustee or board member of numerous non-profit organizations including ACLU Foundation of Southern California, Museum of Contemporary Art, KPCC-FM Southern California Public Radio, the USC Annenberg School for Communication and the UCLA Center for Communication Policy.

BETSEY NELSON became a director of CNET Networks in December 2003. Ms. Nelson has served as Executive Vice President, Chief Financial Officer, and Secretary of Macromedia since November 1997. Ms. Nelson joined Macromedia in 1996 and is responsible for leading the company’s administrative functions, including finance, human resources, legal, mergers and acquisitions, and information technology. Prior to joining Macromedia, she spent eight years at Hewlett-Packard, where she held a variety of positions in both finance and corporate development. Prior to that, she was a consultant with Robert Nathan Associates, an international economic consulting firm based in Washington, D.C.

ERIC ROBISON became a director of CNET Networks in December 1994. Mr. Robison is currently President of IdeaTrek. From January 1994 until January 2002, Mr. Robison served as Business Development Associate of Vulcan Ventures Inc., a venture capital firm. Prior to joining Vulcan, Mr. Robison was co-founder and Vice President of The Stanton Robison Group, Inc., a business development, marketing and advertising consultant firm. Mr. Robison also served in marketing management positions with SGS, Inc., Ashton-Tate, Inc., El Pollo Loco, McCann Erickson and Doyle Dane Bernbach. Mr. Robison also serves on the Board of Directors of Cumulus Media, Inc.

ERIC HIPPEAU became a director of CNET Networks in October 2000 upon the acquisition of ZDNet and remained until his resignation in December 2003. Since November 2002, Mr. Hippeau has served as a Managing Partner of SOFTBANK Capital Partners, a venture fund and affiliate of SOFTBANK. From March 2000 to November 2002, Mr. Hippeau served as President and Executive Managing Director of SOFTBANK International Ventures. Mr. Hippeau was Chairman and Chief Executive Officer of Ziff-Davis Inc. from 1993 until October 2000. He joined Ziff-Davis Inc. in 1989 as publisher of PC Magazine, was named Executive Vice President of Ziff-Davis Inc. in 1990, and was named President and Chief Operating Officer in February 1991. Prior to joining Ziff-Davis, Inc., Mr. Hippeau held a number of positions with IDG, including Vice President of computer publications in Latin America and Publisher of IDG’s InfoWorld magazine. Mr. Hippeau is currently a director of Yahoo! and of Starwood Hotels and Resorts Worldwide, Inc. Mr. Hippeau was nominated to the Board of Directors pursuant to the stockholder agreement dated July 19, 2000 between the company and SOFTBANK, which was entered into in connection with the acquisition of ZDNet.

RANDALL MAYS became a director of CNET Networks in November 2000 and remained until his resignation in June, 2003. Mr. Mays has served as the Executive Vice President and Chief Financial Officer of Clear Channel since February 1997. From January 1993 until February 1997, Mr. Mays served as Clear Channel’s Vice President and Treasurer. Prior to joining Clear Channel, Mr. Mays held positions with Goldman, Sachs & Co. and Trammell Crow Company. Mr. Mays also serves on the Board of Directors of Clear Channel and XM Satellite Radio.

RELATED PARTY TRANSACTIONS

In January 2003, CNET and Clear Channel agreed to the early termination of an agreement pursuant to which CNET had the exclusive right to provide programming and sell advertising on one of Clear Channel’s San Francisco radio stations in exchange for paying Clear Channel $600,000, which represented a reduction from CNET’s remaining obligations under the agreement. Also in January 2003, CNET paid Clear Channel Communications $250,000 as a final payment for the 2003 period under that agreement. The termination of the agreement followed CNET’s decision to discontinue its broadcast radio operations. Randall Mays, a Director and Chief Financial Officer of Clear Channel, was a member of CNET’s Board of Directors and served as Chairman of the Audit Committee until his resignation in June 2003. The agreement to license the San Francisco radio station from Clear Channel was originally entered into when the station was owned by AM/FM, a company that was eventually purchased by Clear Channel, and prior to the date on which Mr. Mays joined the CNET board.

An affiliate of SOFTBANK Corp. has entered into a three-year agreement under which the SOFTBANK affiliate paid CNET $2.0 million in exchange for an exclusive license to the ZDNet brand and content in Japan. In addition, CNET and SOFTBANK Media, an affiliate of SOFTBANK Corp., are joint owners of a company that is the licensee and operator of CNET’s ZDNet brand and online content in Korea. SOFTBANK Media owns a 30.3 percent minority interest in the Korean entity, and CNET owns a 63.7 percent interest. Eric Hippeau, Managing Partner of SOFTBANK Capital Partners, a venture fund and affiliate of SOFTBANK, was a member of CNET’s Board of Directors and served on the Compensation Committee until his resignation in December 2003.

CODE OF ETHICS

The company has adopted a code of ethics applicable to its Chief Executive Officer, Chief Financial Officer, Senior Vice President, Finance Controller, and other senior financial employees. The Code of Ethics for Senior Financial Employees can be viewed at ir.cnet.com.

BOARD OF DIRECTORS

Our business is managed under the direction of the Board of Directors. The Board of Directors meets during our fiscal year to review significant developments affecting us and to act on matters requiring Board of Directors approval. The Board of Directors held six formal meetings during the fiscal year ended December 31, 2003 and did not take any action by written consent.

A majority of the non-employee directors in 2003 were, and all current non-employee directors are, independent directors as defined by the Nasdaq Marketplace Rules. Board members are requested to make attendance at board and committee meetings a priority, to come to meetings prepared, having read any materials provided to the board prior to the meeting, and to participate actively in the meetings. Board members are also invited to attend the company’s Annual Meeting of Stockholders. Shelby Bonnie attended last year’s annual meeting.

The Board of Directors has established an Audit Committee, a Compensation Committee, a Finance Committee and a Governance and Nominating Committee to devote attention to specific subjects and to assist the Board of Directors in the discharge of its responsibilities. The functions of these committees and their current members are described below.

Any stockholder wishing to ask a question or to pass a comment to any one or several members of the Board of Directors should write to the Corporate Secretary, at CNET Networks, Inc., 235 Second Street, San Francisco, CA 94105. Each letter should include the stockholder’s name, postal address, email address and telephone number. The Corporate Secretary will forward all such correspondence to the relevant board members.

Nominations

Nominations for election to the Board of Directors are made by the Governance and Nominating Committee. This committee is responsible for selecting individuals as director nominees who shall have the highest personal and professional integrity, shall have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees to the board, in collectively serving the long-term interests of the company’s stockholders. In evaluating whether an individual is suitable for the Board of Directors, the committee will consider many factors, including, but not limited to a candidate’s understanding of the company’s business, general understanding of finance, and educational and professional background.

The Governance and Nominating Committee will consider nominees recommended by any stockholder who has been the beneficial owner of at least $1,000 of common stock for at least one year for next year’s annual meeting, provided that the names of such nominees are submitted in writing, not later than November 22, 2004, to the Secretary, CNET Networks, Inc., 235 Second Street, San Francisco, CA 94105. Each such submission must include evidence that the stockholder meets the stock ownership requirements, a statement of the qualifications of the nominee, a consent signed by the nominee evidencing a willingness to serve as a director, if elected, and a commitment by the nominee to meet personally with the Governance and Nominating Committee members.

Other than the submission requirements set forth above, there are no differences in the manner in which the Governance and Nominating Committee evaluates a nominee for Director recommended by a stockholder.

In 2003, the Governance and Nominating Committee recommended the election of two new directors to the Board. Betsey Nelson was recommended to the committee by an existing non-management board member and Jarl Mohn was recommended by the Chairman of the Board. In making its recommendation, the committee evaluated Ms. Nelson and Mr. Mohn in light of the standards for nominations set forth in the committee’s charter.

Committees of the Board

Audit Committee

The Audit Committee carries out its responsibilities pursuant to a revised and updated Audit Committee Charter adopted by the Board of Directors at its March 2003 meeting and attached to this proxy statement as Appendix B. This committee held four formal meetings in 2003 and acted once by written consent.

Function

Membership

The Audit Committee has two financial experts, as such term is defined under applicable SEC rules: Eric Robison, who served on the Audit Committee throughout 2003, and Betsey Nelson, who joined the Audit Committee on December 11, 2003. All members of the Audit Committee have been determined to be financially literate. Each of the members of the Audit Committee has been determined by the Board to be independent in accordance with Nasdaq listing standards.

Compensation Committee

The Compensation Committee held six formal meetings in 2003 and did not act by written consent.

Function

Finance Committee

The Finance Committee held two formal meetings in 2003 and did not act by written consent.

Function

Governance and Nominating Committee

The Governance and Nominating Committee performs its responsibilities pursuant to a revised and updated Governance and Nominating Committee Charter which may be found in the Corporate Governance section of our Investor Relations website at http://ir.cnet.com. This committee held two formal meetings in 2003 and did not act by written consent

Function

AUDIT COMMITTEE REPORT

This Audit Committee Report is required by the SEC and shall not be deemed to be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or the Exchange Act, except to the extent that the company specifically incorporates this information by reference, and shall not otherwise be deemed soliciting material or filed under such acts.

In fulfilling its responsibilities, the Audit Committee has retained the company’s independent auditor, KPMG LLP. The committee approves the compensation of and oversees and evaluates the performance of that firm. The Audit Committee discussed with the independent auditor (a) the firm’s independence and reviewed the written disclosures from the independent auditors required by Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees” and (b) matters required to be discussed by Statement on Auditing Standards No. 61, “Codification of Statements on Auditing Standards.”

In 2003, the Audit Committee implemented a policy requiring pre-approval for all audit, audit-related and non-audit services performed by the independent auditor to ensure that the provision of non-audit services would not impair the auditor’s independence. On an annual basis, the committee reviews and pre-approves services that may be provided by the independent auditor and approves the maximum fees that may be paid in connection with those services. Unless a service has received pre-approval under the policy and will be accomplished within the pre-approved fee limitations, it must be specifically approved before commencing. The Audit Committee periodically reviews all services provided by the independent auditors and associated fees and is satisfied that the fees paid for non-audit services would not affect the independence of the auditors in performing their audit function. The fees paid to the independent auditors in 2003 are disclosed under Other Information – Independent Auditor.

Management is responsible for preparing the company’s financial statements and for developing and maintaining adequate systems of internal controls and financial reporting. The independent auditor is responsible for reviewing and, on an annual basis performing an independent audit of the company’s consolidated financial statements in accordance with generally accepted accounting principles. The independent auditor also has the responsibility to express an opinion on the financial statements based on its audit. The Audit Committee has responsibility for monitoring and overseeing these processes.

As part of the Audit Committee’s responsibility to monitor and oversee these functions, prior to the release of each of the company’s quarterly and annual financial results for 2003, the Audit Committee reviewed the financial statements, including in the case of the annual financial results the audited financial statements, and met to discuss the financial statements with management and the independent auditor. At each of those meetings, management represented to the Audit Committee that the company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles and the Audit Committee reviewed and discussed the consolidated financial statements and the company’s significant accounting policies with management and the independent auditor. At each of those meetings, the Committee also met separately with the independent auditor to review the results of its examination and the overall quality of the company’s accounting and financial reporting.

Based on the Audit Committee’s discussion with management and the independent auditor, and the Audit Committee’s review of the representation of management and the report of the independent auditor to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the company’s Annual Report on Form 10-K for the year ended December 31, 2003 filed with the Securities and Exchange Commission.

In 2003, the Audit Committee oversaw the development and implementation of a code of ethics for the company’s financial officers. The Audit Committee has continued to review the company’s processes and will recommend changes to the Board of Directors to comply with the requirements of the Nasdaq rules, the Sarbanes-Oxley Act and rules adopted by the Securities and Exchange Commission as they become effective.

COMPENSATION COMMITTEE’S REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is responsible for recommending to the full Board of Directors salary amounts for our executive officers and making the final determination regarding bonus arrangements for such persons. The Compensation Committee is also responsible for making the final determination regarding awards of stock options to such persons.

Compensation Philosophy. Compensation to executive officers is designed to attract and retain highly capable executives, to motivate the performance of executives in support of the achievement of our strategic, financial and operating performance objectives and to reward performance that meets this standard. We are engaged in a highly competitive business and must attract and retain qualified executives in order to be successful. In 2003, executive compensation was comprised of the following elements:

2003 Compensation of Chief Executive Officer. Mr. Bonnie served as our Chief Executive Officer during 2003. During that time, his initial base salary was $350,000, although Mr. Bonnie requested in 2002 that his salary be reduced by 15% to $297, 500. That lower salary remained in effect until June 30, 2003 when his salary was raised to $367,500. In addition to base salary, Mr. Bonnie is eligible for an annual bonus targeted at $250,000. The bonus is paid based on performance, which includes such measures as profitability and cash flow. Mr. Bonnie was also granted a stock option for 300,000 shares in 2003, which is reflective of his leadership and management in directing the company in 2003, and the committee's desire to incorporate a balance of short and long-term compensation in Mr. Bonnie’s total compensation.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information with respect to the compensation paid by the company to our Chief Executive Officer and to each other executive officer of the company who received at least $100,000 in salary and bonus during 2003.

Options Granted In 2003

During 2003, options to purchase an aggregate of 8,896,625 shares of common stock at fair market value on the date of grant were granted under our stock option plans. This number includes 3,218,547 options granted during 2003 in connection with our 2002 stock option exchange program, in which eligible employees were able to exchange 8,690,250 of stock options with a strike price greater than $12 for a smaller number of options to be issued at least six months and a day from the cancellation of the surrendered options. None of the executive officers or directors were eligible to participate in the option exchange. The following table provides information regarding stock options granted during 2003 to each of our executive officers.

Options Granted in 2003

Aggregated Option Exercises In Last Fiscal Year and Fiscal Year End Option Values

The following table sets forth information regarding the exercise of stock options by persons named in the Summary Compensation Table during the year ended December 31, 2003 and the value of “in-the-money” stock options as of December 31, 2003.

Option Exercises and Year End Value

Director Compensation

In 2003, our Board reviewed director compensation in light of (a) the increased Board participation requirements as a result of Sarbanes-Oxley and revised Nasdaq regulations, (b) market data that demonstrated that the Board’s current compensation was below the average for comparable companies and that there had been a significant increase in the number of companies offering a cash payment for Board service, and (c) the need to have a competitive and fair compensation package to attract additional directors. Following this review, our Board adopted a director compensation plan designed to tie a higher portion of compensation to meeting attendance and reduce the portion of equity compensation in favor of cash, in line with recent changes in the market and current best practices. Each non-employee director receives the following compensation:

All of the options granted to directors are immediately exercisable on the date of grant, but the common stock issued upon exercise is subject to repurchase by us at original cost. This repurchase right lapses, and the optionee’s rights with respect to each grant vest, in a series of 48 equal monthly installments following the date of grant, for so long as the optionee remains a director of CNET Networks. In addition, vesting will automatically accelerate upon any sale of CNET Networks through a merger, recapitalization, reorganization, asset sale, tender offer or similar event.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2003 with respect to shares of our common stock that may be issued under our existing equity compensation plans.

The table does not include information with respect to shares subject to outstanding options granted under equity compensation plans that we assumed in connection with mergers and acquisitions of the companies which originally granted those options. Footnote (3) to the table sets forth the total number of shares of CNET Networks common stock issuable upon the exercise of options under assumed equity compensation plans and expired plans as of December 31, 2003. No additional options may be granted under those assumed and expired plans. The table does not include information about the proposed 2004 Plan, which is being submitted for approval at the annual meeting.

The 2001 CNET Networks, Inc. Stock Incentive Plan

The 2001 CNET Networks, Inc. Stock Incentive Plan was adopted by our Board of Directors on April 24, 2001 and has not been approved by our stockholders. The 2001 Plan provides for the granting of incentive stock options and other stock-based awards. The 2001 Plan is administered by the Compensation Committee of our Board of Directors.

The total number of shares which may be issued under the 2001 Plan is 7,500,000. The maximum number of shares for which options may be granted to a participant during any calendar year is 800,000.

Options and other stock-based awards may be granted under the 2001 Plan to any employee, director or consultant selected by the Compensation Committee. All option grants must have an option price per share that is not less than 100% of the fair market value of our common stock on the option grant date. Options granted under the 2001 Plan will vest in accordance with the terms and conditions set by the Compensation Committee at the time of grant. In the event of a change of control, the Compensation Committee may (i) accelerate the vesting of options previously granted under the 2001 Plan; (ii) pay a cash amount to option holders in exchange for the cancellation of options under the Plan; and/or (iii) require the issuance of substitute options that will substantially preserve the value of any affected option previously granted under the 2001 Plan.

The 2001 Plan provides for appropriate adjustment of the shares covered by the 2001 Plan in the event of any increase or decrease in the number of issued shares of common stock resulting from a split, reverse split, stock dividend, combination or reclassification of the company’s shares of common stock.

Employment Contracts, Termination Of Employment and Change in Control Arrangements

In connection with our acquisition by ZDNet in October 2000, the company signed an agreement with Mr. Fatum formerly Chief Financial Officer of ZDNet, that was consistent with a previous agreement between ZDNet and Mr. Fatum, providing that if Mr. Fatum’s employment was terminated prior to October 17, 2003, Mr. Fatum would receive an amount equal to one year’s annual base salary. At the time of his departure, Mr. Fatum entered into an amended agreement with the company pursuant to which it paid him $412,177.

The options granted to each of our executive officers in October  2001 and in June 2003 provide that if such officer’s employment is terminated without cause within one year following certain change-in-control transactions, then 18 months worth of options will immediately accelerate upon such officer’s termination.

Compensation Committee Interlocks and Insider Participation

Compensation decisions concerning our executive officers for 2003 were made by the Compensation Committee, subject to the terms of any pre-existing employment agreements between the company and such executive officers. Messrs. Colligan, Hippeau and Kertzman served as members of the Compensation Committee during 2003. None of the Compensation Committee members is or has been a company officer or employee. None of our executive officers currently serves on the Compensation Committee or any similar committee of another public company.

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total return of the common stock during the period commencing December 31, 1996 to December 31, 2003, with the Nasdaq Composite Index and the Interactive Week Internet Index (the “Peer Group Index”). The Peer Group Index was erroneously identified in last year’s proxy statement as the Morgan Stanley High Tech 35 Index. The Nasdaq Composite Index, which includes over 4,000 companies, measures all Nasdaq domestic and international based common type stocks listed on the Nasdaq Stock Market. The graph depicts the results of investing $100 in the common stock, the Nasdaq Composite Index and the Peer Group Index at closing prices on July 2, 1996, and assumes that all dividends were reinvested.

THE STOCK PRICE PERFORMANCE DEPICTED IN THE CORPORATE PERFORMANCE GRAPH IS NOT NECESSARILY INDICATIVE OF FUTURE PRICE PERFORMANCE. THE CORPORATE PERFORMANCE GRAPH WILL NOT BE DEEMED TO BE INCORPORATE BY REFERENC IN ANY FILING BY THE COMPANY UNDER THE SECURITIES ACT OR THE EXCHANGE ACT.

OTHER INFORMATION

Stockholder Proposals

A proper proposal submitted by a stockholder in accordance with applicable rules and regulations for presentation at our 2005 annual meeting that is received at our principal executive office by November 22, 2004 will be included in our proxy statement and form of proxy card for that meeting. In addition, under the terms of our bylaws, a stockholder that has been the beneficial owner of at least $1,000 of common stock for at least one year and who intends to present an item of business at the 2005 annual meeting (other than a proposal submitted for inclusion in the our proxy materials) must provide written notice of such business to the company by November 22, 2004. Proposals and other items of business should be submitted by certified mail to the attention of the Secretary of the company at 235 Second Street, San Francisco, California 94105.

Persons Making The Solicitation

The enclosed proxy is solicited on behalf of the Board of Directors. We will pay the cost of soliciting proxies in the accompanying form. Our officers may solicit proxies by mail, telephone or telegraph. Upon request, we will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses they incur by them in forwarding proxy material to beneficial owners of shares of the common stock. The company will pay all costs associated with the distribution of this proxy statement and related materials.

Independent Auditors

KPMG LLP has been selected by the Board of Directors as our independent auditor for the current year. A representative of KPMG LLP is expected to be present at the annual meeting, will have an opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions.

The following table presents fees for professional audit services rendered by KPMG LLP for the audit of our annual financial statements for 2002 and 2003 and fees billed for other services rendered by KPMG LLP. All fees paid to KPMG in 2002 and 2003 were approved by the Audit Committee.

OTHER MATTERS

The Board of Directors is not aware of any matter to be presented for action at the annual meeting other than the matters set forth herein. Should any other matter requiring a vote of stockholders arise, the proxies in the enclosed form confer upon the person or persons entitled to vote the shares represented by such proxies’ discretionary authority to vote the same in accordance with their best judgment in the interest of the company.

FINANCIAL STATEMENTS AND ADDITIONAL COPIES

WE WILL PROVIDE, WITHOUT CHARGE, TO EACH PERSON TO WHOM A COPY OF THIS PROXY STATEMENT IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON AND BY FIRST CLASS MAIL OR OTHER EQUALLY PROMPT MEANS WITHIN ONE BUSINESS DAY OF RECEIPT OF SUCH REQUEST, A COPY OF OUR ANNUAL REPORT ON FORM 10-K. ONLY ONE ANNUAL REPORT OR PROXY STATEMENT, AS APPLICABLE, WILL BE MAILED TO MULTIPLE STOCKHOLDERS SHARING AN ADDRESS UNLESS THE COMPANY RECEIVES CONTRARY INSTRUCTIONS FROM ONE OR MORE OF THE STOCKHOLDERS. UPON WRITTEN REQUEST THE COMPANY WILL PROMPTLY DELIVER A SEPARATE COPY OF THE ANNUAL REPORT OR PROXY STATEMENT, AS APPLICABLE, TO A STOCKHOLDER AT A SHARED ADDRESS TO WHICH A SINGLE COPY WAS DELIVERED. REQUESTS SHOULD BE DIRECTED TO INVESTOR RELATIONS, CNET NETWORKS, INC., 235 SECOND STREET, SAN FRANCISCO, NY 94105; TELEPHONE NUMBER: 415-344-2000.