Mail Stop 4561

          July 8, 2005


      VIA USMAIL and FAX (415) 344-1234

Mr. Douglas N. Woodrum
Executive Vice President and Chief Financial Officer
CNET Networks, Inc.
235 Second Street
San Francisco, CA 94105

      Re:	CNET Networks, Inc.
		Form 10-K for the year ended 12/31/2004
      Filed 3/16/2005
      File Nos. 000-20939

Dear Mr. Douglas N. Woodrum:

      We have reviewed your filing and have the following
comments.
We have limited our review to only the issues addressed below and
will make no further review of your document.  As such, all
persons
who are responsible for the adequacy and accuracy of the
disclosure
are urged to be certain that they have included all information
required pursuant to the Securities Exchange Act of 1934.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosures in your
filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.



FORM 10-K FOR THE YEAR ENDED MARCH 31, 2005

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operation

2004 Results, pages 13 - 14

1. Tell us how you considered the guidance in Item 10(e) of
Regulation S-K when adjusting operating income to add back asset
impairment.   Demonstrate the usefulness in adjusting for this
recurring item.   Reference is made to Question 8 and 9 of the
Frequently Asked Questions Regarding the use of Non-GAAP Measures
issued by the Commission.

Item 7A. Quantitative and Qualitative Disclosures About Market
Risk,
page 36
2. Tell us how you considered Item 305(a) of Regulation S-K in
regards to disclosing the quantitative disclosures about market
risk.


*    *    *    *


      As appropriate, respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your responses to our comments
and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

	You may contact Wilson K. Lee, at (202) 551-3468 or me, at
(202)
551-3498 if you have questions.



							    Sincerely,



    Linda Van Doorn
    Senior Assistant Chief Accountant



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Douglas N. Woodrum
CNET Networks, Inc.
July 8, 2005
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