SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2005

Monster Worldwide, Inc.

(Exact name of issuer as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

622 Third Avenue
New York, NY 10017

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code (212) 351-7000

None.

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o                                    Written communications  pursuant to Rule 425 under the Securities Act

o                                    Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act

o                                    Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the Exchange Act

o                                    Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the Exchange Act

ITEM 1.01.                                      ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 1, 2005, Monster Worldwide, Inc. (the “Company”) entered into a Purchase Agreement (the “Agreement”) by and among the Company, TMP Directional Marketing, LLC, a wholly-owned subsidiary of the Company (“DM Sub”), and TMP DM, Inc. (“Buyer”), an affiliate of Audax Management LLC.  Pursuant to the Agreement, the Company sold to Buyer all of the issued and outstanding membership interests of DM Sub, which constitutes the Company’s Directional Marketing businesses in North America and Japan, which will now operate under the name TMP Directional Marketing, as well as its online relocation business, Monstermoving.com, which will now operate under the name Moving.com.  A copy of the Agreement is filed herewith as Exhibit 2.1.  The Company also entered into a Transition Agreement with DM Sub, dated June 1, 2005, pursuant to which it will provide certain information technology, administrative, legal, tax and other services to DM Sub and its subsidiaries during a transitional period.

The total purchase price for the sale is $80,000,000, subject to working capital and certain other adjustments.  The expected net proceeds to the Company, after deductions for working capital and other adjustments, are approximately $52,000,000, of which (i) $7,000,000 was paid by the Buyer’s delivery to the Company of a subordinated promissory note, payable in seven years or sooner, depending on certain events, including the resale of the yellow pages business, and bearing interest at the rate of 3% per annum, and (ii) after deducting expected expenses of approximately $4,000,000 the Company would realize cash of approximately $45,000,000, of which  $2,500,000 was placed into escrow and will remain in escrow for eighteen months to secure certain obligations of the Company.

The president of DM Sub is Stuart McKelvey.  Stuart McKelvey is the son of Andrew J. McKelvey, the Company’s Chairman and CEO.  The Company has been advised that in connection with the transactions contemplated by the Agreement, DM Sub and TMP DM, LLC (“DM Holdings”), the parent company of Buyer are entering into an employment letter agreement with Stuart McKelvey (the “Employment Agreement”).  Neither the Company nor any of its subsidiaries has any obligation under the Employment Agreement.  Pursuant to the terms of the Employment Agreement, Stuart McKelvey will continue to serve as Chief Executive Officer of DM Sub and will receive an initial base salary of $400,000 per annum, comparable to his current base salary paid by the Company, and shall be eligible to receive an annual incentive bonus.  Stuart McKelvey will also receive upon his execution and delivery of a limited liability company agreement for DM Holdings and an executive unit agreement, subject to business performance and time based vesting, of up to a 7.5% equity interest in DM Holdings.  Stuart McKelvey is investing $250,000 in DM Holdings for an additional 1.5% equity interest in DM Holdings.  In connection with the sale of DM Sub, the Company will pay bonuses in an aggregate amount of $500,000 to employees of DM Sub.  Of this amount, Stuart McKelvey will receive a bonus of $110,000.

The Company went through an extensive process to solicit interest in its Directional Marketing business segment from potential buyers. After receipt of several indications of interest, the Company negotiated what it believes to be the highest price for the disposition of the businesses being sold.

ITEM 2.01                                         COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

The discussion under Item 1.01 of this Current Report on Form 8-K is incorporated under this Item 2.01 as if set forth herein.

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ITEM 9.01.                   FINANCIAL STATEMENTS AND EXHIBITS.

(b)                                 Pro Forma Financial Information

The unaudited pro forma condensed consolidated financial information of the Company is based on and should be read in conjunction with the audited consolidated financial statements and notes thereto appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.  The accompanying unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2005 and 2004 and the years ended December 31, 2004, 2003 and 2002, are presented as if the disposition of DM Sub discussed in Item 1.01 hereof had been completed as of January 1, 2004.  The unaudited pro forma condensed consolidated balance sheet is presented as if the disposition had been completed as of March 31, 2005.

In the opinion of management, the accompanying unaudited pro forma condensed consolidated financial statements include all material adjustments necessary to reflect, on a pro forma basis, the impact of such disposition on the historical financial information of the Company.  The adjustments are described in the notes to the unaudited pro forma condensed consolidated financial information and are set forth in the “Pro Forma Adjustments” column.

The unaudited pro forma condensed consolidated financial information has been presented for informational purposes only and is not indicative of any future results of operations or the results that might have occurred if the sale had actually been completed on the indicated dates.

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MONSTER WORLDWIDE INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands, except per share amounts)

See accompanying notes to unaudited pro forma condensed consolidated financial information.

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MONSTER WORLDWIDE INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In thousands, except per share amounts)

See accompanying notes to unaudited pro forma condensed consolidated financial information.

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See accompanying notes to unaudited pro forma condensed consolidated financial information.

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See accompanying notes to unaudited pro forma condensed consolidated financial information.

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See accompanying notes to unaudited pro forma condensed consolidated financial information.

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See accompanying notes to unaudited pro forma condensed consolidated financial information.

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
INFORMATION

See the introduction to pro forma financial information on page 2.  The pro forma unaudited condensed consolidated balance sheet was prepared assuming the disposition occurred as of March 31, 2005 and included “Pro Forma Adjustments” as follows:

(A)    To record the disposition of assets and liabilities for DM Sub.

(B)     To record the transaction with Buyer for all of the issued and outstanding capital stock of DM Sub as follows:

(C)     To accrue for estimated transaction costs as follows:

(D)     To record $2,384 deferred tax asset on transaction costs.

The pro forma unaudited condensed consolidated statements of operations for the three months ended March 31, 2005 and 2004 and the years ended December 31, 2004, 2003 and 2002 have been presented as if the disposition was completed as of January 1, 2004.  The statements of operations include Pro Forma Adjustments as follows:

(E)     To reclassify the operations of the DM Sub as discontinued operations.

(F)     Record interest income on promissory note receivable of $53 for the three months ended March 31, 2005 and 2004, and $210 for the year ended December 31, 2004.

(G)     Record estimated tax expense of $21 in the three months ended March 31, 2005 and 2004, and $82 in the year ended December 31, 2004 relating to interest earned on promisory note from buyer.

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(c)                                  Exhibits

2.1                                 Purchase Agreement, made as of the 1^st day of June 2005, by and among Monster Worldwide, Inc., TMP Directional Marketing, LLC and TMP DM, Inc.

99.1                           Press Release issued by Monster Worldwide, Inc. on June 1, 2005.

(All other items on this report are inapplicable.)

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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 hereunto duly authorized.

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