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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2002

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

Commission file number 0-25107

Dice Inc.
(Exact name of Registrant as specified in its charter)

Delaware 13-3899472
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

3 Park Avenue, 10016
New York, New York (including Zip Code)
(Address of principal executive offices)

(212) 725-6550
(Registrant's telephone number, including area code)

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 such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]

As of April 19, 2002, the registrant had outstanding 10,956,504 shares of
common stock, $.01 par value.

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DICE INC.

TABLE OF CONTENTS

Page No.
--------

PART 1. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets as of March 31, 2002 and December 31, 2001............ 3
Condensed Consolidated Statements of Operations for the three month periods ended March 31,
2002 and 2001............................................................................. 4
Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31,
2002 and 2001............................................................................. 5
Notes to Condensed Consolidated Financial Statements........................................ 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations.............................................................................. 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk............................ 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..................................................................... 16
Item 2. Changes in Securities and Use of Proceeds............................................. 16
Item 3. Defaults Upon Senior Securities....................................................... 16
Item 4. Submission of Matters to a Vote of Security Holders................................... 16
Item 5. Other Information..................................................................... 16
Item 6. Exhibits and Reports on Form 8-K...................................................... 16
Signatures..................................................................................... 17

PART I--FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

DICE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)

March 31, December 31,
2002 2001
----------- ------------
(unaudited)

ASSETS:
Current Assets:
Cash and cash equivalents.................................................. $ 18,014 $ 20,225
Marketable securities...................................................... 2,847 4,608
Accounts receivable, net of allowances of $798 and $1,253, respectively. .. 2,397 2,708
Prepaid expenses and other current assets.................................. 3,845 3,872
--------- ---------
Total current assets................................................... 27,103 31,413
Fixed assets, net............................................................. 9,936 9,993
Intangible assets, net........................................................ 4,510 5,222
Goodwill...................................................................... 23,023 23,023
Restricted cash............................................................... 1,057 1,057
Other assets, net............................................................. 1,991 2,295
--------- ---------
Total assets........................................................... $ 67,620 $ 73,003
========= =========

LIABILITIES AND STOCKHOLDERS' DEFICIT:
Current liabilities:
Accounts payable and accrued expenses...................................... $ 5,852 $ 6,457
Accrued interest........................................................... 931 2,178
Deferred revenue........................................................... 5,268 5,506
Amounts due under acquisition agreements................................... 4,000 4,000
Leases payable--current portion............................................ 929 1,094
Notes payable--current portion............................................. 143 143
--------- ---------
Total current liabilities.............................................. 17,123 19,378
Long term debt................................................................ 71,200 71,200
Leases payable................................................................ 596 793
Other liabilities............................................................. 734 815
Commitments and contingencies (Note 5)
Stockholders' deficit:
Common stock, par value $.01; 75,000 authorized; 10,889 and 10,659 issued,
respectively............................................................. 109 107
Additional paid in capital................................................. 126,368 126,204
Accumulated comprehensive other income (loss).............................. (37) (4)
Treasury stock at cost, 9 shares........................................... (213) (213)
Accumulated deficit........................................................ (148,260) (145,277)
--------- ---------
Total stockholders' deficit............................................ (22,033) (19,183)
--------- ---------
Total liabilities and stockholders' deficit............................ $ 67,620 $ 73,003
========= =========

The accompanying notes are an integral part of these condensed consolidated
financial statements.

DICE INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands except per share data)

Three months ended
March 31,
-----------------
2002 2001
------- -------

Revenues........................................... $ 9,085 $17,099
Cost of revenues................................... 932 1,376
------- -------
Gross profit....................................... 8,153 15,723
------- -------
Operating expenses:
Product development............................. 626 1,375
Sales and marketing............................. 5,142 9,577
General and administrative...................... 2,242 2,634
Depreciation.................................... 1,201 788
Amortization.................................... 712 3,795
Restructuring and one-time charges, net......... -- 270
------- -------
Total operating expenses.................... 9,923 18,439
------- -------
Loss from operations............................... (1,770) (2,716)
Interest expense................................... (1,415) (1,566)
Interest and other income.......................... 201 586
------- -------
Net loss........................................... $(2,984) $(3,696)
======= =======
Basic and diluted net loss per share............... $ (0.28) $ (0.35)
======= =======
Weighted average shares of common stock outstanding 10,810 10,429
======= =======

The accompanying notes are an integral part of these condensed consolidated
financial statements.

DICE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)

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

Cash flows used in operating activities:
Net loss................................................................ $(2,984) $(3,696)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation............................................................ 1,201 788
Amortization of intangible assets....................................... 712 3,795
Amortization of deferred financing costs................................ 123 138
Provision for doubtful accounts......................................... 123 418
Non-cash reversal of accrued restructuring charges...................... -- (268)
Charge related to issuance of restricted stock and stock options........ 26 51
Changes in operating assets and liabilities:
Accounts receivable..................................................... 188 2,680
Prepaid expenses and other assets....................................... 232 (3,893)
Accounts payable and accrued expenses................................... (564) (2,248)
Accrued interest........................................................ (1,246) (1,400)
Deferred revenue........................................................ (238) 1,391
Accrued restructuring charge............................................ (42) (4,873)
Other, net.............................................................. (133) (47)
------- -------
Net cash used in operating activities...................................... (2,602) (7,164)
------- -------

Cash flows provided by (used in) investing activities:
Purchase of fixed assets................................................ (1,144) (1,499)
Restricted cash......................................................... -- (1,000)
Purchase of investment securities....................................... (1,249) --
Sale of investment securities........................................... 3,004 --
------- -------
Net cash provided by (used in) investing activities........................ 611 (2,499)
------- -------

Cash flows used in financing activities:
Proceeds from issuance of common stock, net............................. 142 278
Payments of obligations under acquisition agreements.................... -- (96)
Payments of principal on capital leases and notes payable............... (362) (467)
Reimbursements for capital lease payments............................... -- 179
------- -------
Net cash used in financing activities...................................... (220) (106)
------- -------
Net change in cash and cash equivalents for the period..................... (2,211) (9,769)
Cash and cash equivalents, beginning of period............................. 20,225 40,157
------- -------
Cash and cash equivalents, end of period................................... $18,014 $30,388
======= =======

The accompanying notes are an integral part of these condensed consolidated
financial statements.

DICE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. The Company and Basis of Presentation

Dice Inc. ("Dice" or the "Company"), a Delaware corporation, provides online
technology recruiting and career development services. Dice provides services
to hire, train and retain technology professionals through dice.com, an online
job board for technology professionals, and through MeasureUp, a provider of
test preparation products for technology-related professional certifications.

Through December 26, 2000, Dice also owned and operated an online
advertising and subscription supported content business (the "Content
Business"). The Content Business of Dice provided information to information
technology professionals. On December 26, 2000, Dice completed the sale of
certain assets of the Content Business to INT Media Group, Inc. ("INT Media
Group"). These assets primarily consisted of websites, certain computer
equipment, furniture and fixtures and leasehold improvements related to the
operations of those websites. In addition, on December 26, 2000, Dice announced
that it was exiting the remaining content businesses that were not sold to INT
Media Group, which primarily included its subscription based online reference
library, ITKnowledge.com.

Dice has sustained net losses and negative cash flows from operations since
its inception. Dice's ability to meet its obligations in the ordinary course of
business is dependent upon its ability to establish profitable operations or
raise additional financing through public or private equity financings, or
other sources of financings to fund operations. Management believes that the
Company's current cash position and future cash flows from operations will be
sufficient to fund the Company's operations for at least the next twelve
months. However, there can be no assurances that the Company will achieve its
planned results. If anticipated results are not achieved, management has the
ability to delay or reduce certain of its expenditures so as to not require
additional financing, if such financing is not available on terms acceptable to
the Company.

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in
the United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information required by accounting principles
generally accepted in the United States of America for annual financial
statements. In the opinion of management, all adjustments, consisting only of
normal recurring accruals, considered necessary for a fair presentation have
been included. The results for the interim periods presented are not
necessarily indicative of the results that may be expected for any future
period. The following information should be read in conjunction with the
financial statements and notes thereto included in Dice's Annual Report on Form
10-K for the year ended December 31, 2001.

Certain amounts from the prior period have been reclassified to conform to
the current period presentation.

2. Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities at
the date of the condensed consolidated financial statements and reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from these estimates. Dice's significant estimates include the
useful lives and valuations of fixed assets and certain intangible assets, the
accounts receivable allowance for doubtful accounts and the income tax
valuation allowance.

DICE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(unaudited)

3. Deferred Purchase Obligations

Under terms of the acquisition agreement for D & L Online, Inc., which owned
and operated the dice.com website and was acquired in February 1999 , the
Company has earnout obligations to the sellers of D & L Online, Inc. based on
the attainment of certain financial targets. Based on results achieved in 1999
and 2000, $4.0 million was paid in each of April 2000 and April 2001, comprised
of $6.0 million in cash and $2.0 million in common stock. The financial targets
for 2001 were achieved and Dice paid the final earnout obligation of $4.0
million in cash in April 2002.

Under the terms of the acquisition agreement for MeasureUp, Inc., which was
acquired in February 2000, the Company has certain earnout obligations to the
sellers of MeasureUp, Inc. Based on results achieved by MeasureUp in 2000, the
Company paid $1.2 million in cash to the sellers of MeasureUp in April 2001.
The financial targets were not achieved in 2001 and, therefore, the Company
does not have any earnout obligations related to 2001. The Company may have
remaining earnout obligations based on the achievement of certain financial
targets during 2002 of up to an aggregate of $3.0 million that would be payable
in 2003 in cash and/or common stock, at the Company's option.

4. Intangible Assets and Goodwill

In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 142, "Goodwill and Other
Intangible Assets" ("FAS 142"), effective for fiscal years beginning after
December 15, 2001. Under the new rules goodwill, and intangible assets deemed
to have indefinite lives, are no longer amortized, but are subject to annual
impairment tests in accordance with FAS 142. Other intangible assets continue
to be amortized over their useful lives.

The Company applied the FAS 142 rules in accounting for goodwill and other
intangible assets in the first quarter of 2002. During the second quarter of
2002 the Company will perform the required impairment tests on goodwill and
other intangible assets. The Company has not yet determined what the effect of
these tests will be on the earnings and financial position of the Company.

The following adjusts reported net loss and earnings per share to exclude
goodwill amortization:

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

Reported net loss..................................... $(3,696)
Less: goodwill amortization........................... 2,889
-------
Adjusted net loss..................................... $ (807)
=======

Reported basic and diluted net loss per share......... $ (0.35)
Less: goodwill amortization........................... 0.28
-------
Adjusted basic and diluted net loss per share......... $ (0.07)
=======

DICE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(unaudited)

Intangible assets, related to the D&L Online acquisition in February 1999
under which Dice.com was acquired, consists of the following:

Customer List Trade Name Total
------------- ---------- -----------

As of March 31, 2002:
Intangible assets............. $ 8,100 $ 4,200 $12,300
Less: accumulated amortization (5,130) (2,660) (7,790)
------- ------- -------
Intangible assets, net........ $ 2,970 $ 1,540 $ 4,510
======= ======= =======

Non-Compete
Customer List Trade Name Covenant Total
------------- ---------- ----------- --------
As of December, 31, 2001:
Intangible assets............. $ 8,100 $ 4,200 $ 3,500 $ 15,800
Less: accumulated amortization (4,725) (2,450) (3,403) (10,578)
------- ------- ------- --------
Intangible assets, net........ $ 3,375 $ 1,750 $ 97 $ 5,222
======= ======= ======= ========

Amortization expense will be $2.6 million, $2.5 million and $0.2 million for
the years ended December 31, 2002, 2003 and 2004, respectively. Also during the
period ended March 31, 2002 the non-compete covenant became fully amortized and
was written off.

5. Commitments and Contingencies

Litigation

On July 5, 2001, Scott Wainner commenced an arbitration against the Company
before the American Arbitration Association. Mr. Wainner asserts various claims
under an Asset Purchase Agreement, dated July 13, 1999 between the Company and
Mr. Wainner relating to the purchase by the Company of certain websites.
Mr. Wainner claims that he is entitled to certain additional payments under the
Asset Purchase Agreement and also alleges that the Company has breached other
obligations to him. In his demand for arbitration, Mr. Wainner seeks damages in
the amount of $2 million, plus interest and other amounts. The Company
transferred the websites in question to INT Media Group, Inc. on December 26,
2000. The Company believes that it has meritorious defenses to Mr. Wainner's
claims, and the Company intends to vigorously contest this proceeding. The
hearings in the arbitration have been held and the parties are briefing
post-hearing issues. Due to the inherent uncertainties of arbitration, the
Company cannot predict the outcome of the proceeding with any certainty. An
adverse outcome in the arbitration could have a material adverse effect on its
business.

On November 5, 2001, a class action lawsuit was filed in the United States
District Court for the Southern District of New York against the Company,
certain of its present and former directors and former officers, and the
underwriters of the Company's initial public offering and secondary offering
(J.P. Morgan Securities, Inc., Bear Stearns & Co., Inc., Volpe Brown Whelan &
Co., LLC and Wit Capital Corporation). The complaint alleges, among other
things, that the underwriters of the Company's initial public offering and
secondary offering violated the securities laws by failing to disclose certain
alleged compensation arrangements (such as undisclosed commissions or stock
stabilization practices) in the registration statements for the offerings. The
Company and certain of its present and former directors and former officers are
named in the complaints pursuant to Section 11 of the Securities Act of 1933.
Similar actions have been filed against more than 300 other issuers and their
underwriters relating to offerings since 1998. The Company intends to defend
the case vigorously. Due to the inherent uncertainties of litigation, the
Company cannot predict the outcome of this litigation with any certainty. An
adverse outcome in this litigation could have a material adverse effect on the
Company's business.

DICE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(unaudited)

The Company is party to other claims and litigation that arise in the normal
course of business. The Company believes that the ultimate outcome of those
other claims and litigation will not have a material effect on the Company's
financial position or results of operations.

Lease Obligations and Marketing Agreements

The Company has long term obligations for operating leases (principally for
its new leased facilities in Urbandale, Iowa) which aggregate $12.1 million
through 2011, of which $1.0 million is payable during the remainder of 2002;
and obligations under capital leases aggregating $1.8 million through 2004,
including interest, of which $0.9 million is payable during the remainder of
2002. In addition, the Company has commitments under various marketing
arrangements to pay an aggregate of $9.4 million through 2004, of which
approximately $4.4 million is payable during the remainder of 2002.

6. Comprehensive Loss

Comprehensive loss represents net loss plus the results of certain
stockholders' deficit changes not reflected in the Statements of Operations.
The components of comprehensive loss, net of tax, are as follows (in thousands):

Three Months Ended
March 31,
-----------------
2002 2001
------- -------
(unaudited)

Net loss....................................... $(2,984) $(3,696)
Unrealized appreciation (depreciation)
of available-for-sale securities............. (33) 19
------- -------
Comprehensive loss............................. $(3,017) $(3,677)
======= =======

7. Fair Value of Financial Instruments

The fair value of the Company's 7% convertible subordinated notes due
January 25, 2005 (the "Notes") was estimated based on the quoted market price
of the Convertible Notes as of March 31, 2002. The carrying amount is $71.2
million and the fair value was approximately $31.3 million as of March 31, 2002.

8. Subsequent Events

On April 3, 2002 Dice announced that it has negotiated the right to
repurchase $53.02 million face amount of its 7% convertible subordinated notes
due January 2005 from three of it largest noteholders, upon certain change of
control events, at prices ranging from 70% to 110% of face value, plus accrued
interest through the date of repurchase. The actual repurchase price will
depend upon the amount received by the Company or its stockholders as a result
of a change of control event, increasing to the maximum as proceeds to
stockholders increase. The Company's repurchase option expires on October 3,
2002, although it may be extended for an additional three months under certain
conditions.

In addition, the Company repurchased $1.8 million aggregate principal amount
of Notes from one of the holders for $1.2 million cash, plus accrued interest.
If there is a change in control event these Notes are subject to the same terms
as described above. An extraordinary gain, if any, on the early extinguishment
of debt has been deferred until the option is exercised or expires and the
amount of gain is determinable.

In consideration for entering into these agreements, the Company paid $1.9
million in the aggregate to three holders. The Company has recorded this
payment as a deferred asset and will account for it as a derivative security.
The fair market value of the derivative security will be determined on a
quarterly basis and will be marked to market. The change in the value, if any,
will be recorded in the statement of operations in the period of such change.

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

The following discussion of the financial condition and results of
operations of Dice should be read in conjunction with the Management's
Discussion and Analysis of Financial Condition and Results of Operations and
the Consolidated Financial Statements and the Notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2001. This
quarterly report on Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements involve risks and uncertainties and actual results could differ
materially from those discussed in the forward-looking statements. All
forward-looking statements included in this document are made as of the date
hereof, based on information available to Dice as of the date thereof, and Dice
assumes no obligation to update any forward-looking statement or risk factors.
For a discussion of risks related to our financial condition and business
model, see Item 1 "Risk Factors" included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2001.

We ("Dice" or the "Company") are an industry leader in online technology
recruiting and career development, providing direct employers, staffing
companies and recruiting firms with access to a broad and unique talent pool of
technology professionals. We offer online recruiting and career development
services to both technology professionals and the companies that depend on them
through dice.com, a leading online technology job board, and through MeasureUp,
a leading online provider of technology certification test preparation products.

We support organizations across industries by helping them hire, train and
retain the technology talent needed to compete in today's technology-intensive
economy. Employers and recruiters of technology professionals pay for access to
our online recruiting services to help them find the right technology employee
or contractor. These services include recruitment advertising through job
postings on dice.com and access to our database of technology job seekers.

Technology job seekers look to manage their careers through us by posting
their resumes on dice.com, searching dice.com's database of permanent, contract
and consulting technology job postings, and using our technology career
resources, including MeasureUp's technology certification test preparation
products.

The job postings available in our database, from both technology and
non-technology companies, include a wide variety of technology positions from
programmers, software engineers and systems administrators to chief information
and technology officers and other technology professionals.

Through December 26, 2000, we owned and operated an online advertising and
subscription-supported content business (the "Content Business"). The Content
Business provided a comprehensive set of information to information technology
professionals serving each of the major vertical markets in the information
technology industry, including enterprise management, networking and
telecommunications, software and Internet development, and hardware and systems.

On December 26, 2000, we completed the sale of certain assets of our Content
Business, which primarily consisted of websites, certain computer equipment,
and furniture, fixtures and leasehold improvements related to the operations of
those websites, to INT Media Group (formerly known as Internet.com Corporation)
and announced that we were exiting our remaining content businesses which
primarily included our subscription-based online reference library,
ITKnowledge.com.
On June 13, 2001, we changed our name from EarthWeb Inc. to Dice Inc. As
part of this process we changed the ticker symbol under which our stock trades
on the Nasdaq National Market from 'EWBX' to 'DICE'.

Results of Operations

Revenue. Our paid listing revenue is derived from the sale of technology
job listings to recruiters and employers on the dice.com website. We train our
customers on the use of the website and provide ongoing

support to help them maximize their use via a telesales force and customer
service team. The price for this service is generally based on the number of
jobs a customer posts, the number of locations to which dice.com provides
access, and the number of users at each location.

We also generate revenue through MeasureUp which provides online
certification test preparation and related products and also offers
instructor-led training classes. Technology professionals preparing for
certification exams use these products at training centers or individually
online and attend our training classes. MeasureUp provides online practice
exams to help prepare technology professionals for the actual certification
exams.

Revenues for the three months ended March 31, 2002 decreased $8.0 million to
$9.1 million from $17.1 million for the three months ended March 31, 2001. Paid
listing revenues decreased by $7.4 million to $8.1 million from $15.5 million
due to a decline in the number of customers that was driven by an overall
decrease in the demand for job postings. Certification test preparation and
instructor-led training class revenues decreased by $0.6 million to $0.9
million from $1.5 million due to an overall decrease in demand for these
products and services. For the three months ended March 31, 2002 and 2001 no
single customer accounted for more than 3% and 2% of revenue, respectively. The
Company had no barter revenue for the three months ended March 31, 2002 and
2001.

Cost of Revenues. Dice's cost of revenues consist primarily of employee
salaries and related expenses for customer support personnel, system support
costs and internet access related to the dice.com and MeasureUp websites and
direct costs associated with training classes. Cost of revenues for the three
months ended March 31, 2002 decreased $0.5 million to $0.9 million from $1.4
million for the three months ended March 31, 2001 primarily as a result of a
reduction in the number of dice.com customer support personnel and as a direct
result of the decrease in the number of instructor-led training classes.

Product Development. Dice's product development expenses consist primarily
of employee salaries and related expenses, consulting fees and computer
systems-related expenses required to improve or enhance existing service
offerings. Product development expenses for the three months ended March 31,
2002 decreased $0.8 million to $0.6 million from $1.4 million for the three
months ended March 31, 2001 primarily as a result of a reduction in personnel
and lower costs of content development.

Sales and Marketing. Sales and marketing expenses consist primarily of
advertising programs, agency fees, employee salaries, commissions and related
expenses of Dice's sales force and marketing personnel. Sales and marketing
expenses for the three months ended March 31, 2002 decreased $4.5 million to
$5.1 million from $9.6 million for the three months ended March 31, 2001. This
decrease was primarily due to a reduction in the volume of advertising across
all advertising mediums and to the elimination of the use of an advertising
agency. These reductions were partially offset by costs associated with being
the exclusive job listing provider for the CNET, ZDNet and Internet.com
websites under agreements signed during 2001. Barter expense was $0.2 million
in each of the three month periods ended March 31, 2002 and 2001.

General and Administrative. General and administrative expenses consist
primarily of employee salaries and related expenses for executive,
administrative, and accounting personnel, provision for uncollectible accounts,
facilities costs, insurance costs and professional fees. General and
administrative expenses for the three months ended March 31, 2002 decreased
$0.4 million to $2.2 million from $2.6 million for the three months ended March
31, 2001. This decrease was primarily due to a decrease in bad debt expense as
a result of the implementation of improved collection and credit policies and
to the settlement of certain accrued liabilities at levels lower than were
estimated. These decreases were partially offset by an increase in legal fees
and to an increase in insurance premiums.

Depreciation. Depreciation expense was $1.2 million and $0.8 million for
the three months ended March 31, 2002 and 2001, respectively. This increase in
depreciation expense was due to an increase in capitalized website development
costs and to additional hardware and software purchased during 2001 and 2002 to
support the operations of dice.com and MeasureUp.

Amortization. Amortization consists of amortization of intangible assets
related to acquisitions. Amortization for the three months ended March 31, 2002
decreased $3.1 million to $0.7 million from $3.8 million for the three months
ended March 31, 2001. This decrease was due to implementation of the Financial
Accounting Standard No. 142, "Goodwill and Other Intangible Assets" ("FAS
142"). Under the new rules, goodwill and intangible assets deemed to have
indefinite lives are no longer amortized, but are subject to annual impairment
tests in accordance with FAS 142. Other intangible assets continue to be
amortized over their useful lives. The implementation of these standards
resulted in a decrease of $2.9 million of goodwill amortization expense in the
three months ended March 31, 2002 versus the same period in 2001.

During the second quarter of 2002 the Company will perform the required
impairment tests on goodwill and other intangible assets. The Company has not
yet determined what the effect of these tests will be on the earnings and
financial position of the Company.

Restructuring and One Time Charges, net. In January 2001, Jack D. Hidary, a
Co-founder and President and CEO, resigned these positions, effective January
26, 2001, and became Chairman of the Board of Directors of the Company. Murray
Hidary, Co-founder and Executive Vice President of the Company, also resigned
his position, effective January 26, 2001, and continues to serve as a Director
of the Company. In connection with these resignations, the Company recorded a
charge of $1.0 million in the first quarter of 2001, which primarily consisted
of salary continuation and related payments, and medical and other benefits.
These charges were offset by reductions of approximately $0.7 million in the
accrued restructuring charges, recorded in December 2000, which primarily
resulted from the cash collections of accounts receivable in excess of, and the
settlement of obligations at lower than, projected levels.

Interest Expense. Interest expense consists primarily of interest on the
$71.2 million principal amount, 7% convertible subordinated notes due January
25, 2005 (the "Convertible Notes"). Interest expense was $1.4 million and $1.6
million for the three months ended March 31, 2002 and March 31, 2001,
respectively. This decrease was primarily due to a repurchase of $8.8 million
in principal amount of Convertible Notes in August 2001.

Interest and Other Income. Interest and other income consists primarily of
interest earned on cash and cash equivalents and marketable securities.
Interest and other income for the three months ended March 31, 2002 decreased
$0.4 million to $0.2 million from $0.6 million for the three months ended March
31, 2001. The decrease is primarily attributable to lower levels of cash and
cash equivalents and marketable securities during the three months ended March
31, 2002 compared to the three months ended March 31, 2001.

Income Taxes. No provision for federal and state income taxes has been
recorded as Dice has incurred net losses through March 31, 2002. Given Dice's
limited operating history, losses incurred to date and the difficulty in
accurately forecasting Dice's future results, management does not believe that
the realization of the related deferred income tax assets meets the criteria
required by generally accepted accounting principles and, accordingly, a full
valuation allowance has been recorded.

Liquidity and Capital Resources

Dice historically has satisfied its cash requirements primarily through
offerings of common stock and convertible notes and through lease financings.
We believe that the Company's current cash position and future cash flows from
operations will be sufficient to fund the Company's operations for at least the
next twelve months. However, there can be no assurances that the Company will
achieve its planned results. If anticipated results are not achieved,
management has the ability to delay or reduce certain of its expenditures so as
to not require additional financing, if such financing is not available on
terms acceptable to the Company. However, a majority of the Company's costs are
fixed in nature and, therefore, if demand for the Company's services is lower
than anticipated in the near term, that decrease in demand will lower the
availability of funds to the Company to fund its operations.

Dice will continue to evaluate possible acquisitions of, or investments in,
business products and technologies that are complementary to those of the
Company, which may require the use of cash, or Dice may sell additional equity
or debt securities or obtain credit facilities. The sale of additional
securities could result in dilution to Dice's stockholders.

As of March 31, 2002 the Company has outstanding $71.2 million of 7%
Convertible Subordinated Notes due in January 2005. During 2001, the Company
repurchased $8.8 million face value of the notes for $2.98 million in cash,
plus accrued interest. In April 2002, the Company repurchased $1.8 million face
value of the notes for $1.2 million in cash, plus accrued interest. The Company
may consider further repurchases of the notes prior to their maturity on terms
that the Company deems favorable. Any further repurchases may require the use
of cash or the Company may issue additional debt or equity securities. The
issuance of additional securities could result in dilution to the existing
shareholders. The notes carry a coupon of 7% interest annually, currently
totaling $4.9 million in interest payments, made semi-annually each January and
July. A payment of $2.5 million was made in January 2002 and, based on the
principal amount of the notes outstanding as of April 26, 2002 of $69.4
million, a payment of $2.4 million is due in July 2002.

On April 3, 2002 Dice announced that it has negotiated the right to
repurchase $53.02 million face amount of the Convertible Notes from three of
its largest noteholders, upon certain change of control events, at prices
ranging from 70% to 110% of face value, plus accrued interest through the date
of repurchase. The actual repurchase price will depend upon the amount received
by the Company or its stockholders as a result of a change of control event,
increasing to the maximum as proceeds to stockholders increase. The Company's
repurchase option expires on October 3, 2002, although it may be extended for
an additional three months under certain conditions. In consideration for
entering into these agreements, the Company paid $1.9 million in the aggregate
to these holders.

Substantially all of Dice's cash, cash equivalents and marketable securities
have been invested in a diversified portfolio of debt instruments of United
States government agencies and high quality money market instruments. The
Company had cash and cash equivalents and investments in marketable securities
totaling $20.9 million at March 31, 2002.

Net cash used in operating activities was $2.6 million for the three months
ended March 31, 2002. Cash used in operating activities was primarily an
interest payment of $2.5 million on the Convertible Notes.

Net cash provided by investing activities for the three months ended March
31, 2002 of $0.6 million was attributable to $3.0 million of proceeds from the
sale of marketable securities and was partially offset by the purchases of
fixed assets of $1.1 million and investment securities of $1.2 million.

Net cash used in financing activities for the three months ended March 31,
2002 of $0.2 million was primarily attributable to payments of $0.4 million on
notes payable and capital leases. These cash usages were partially offset by
$0.1 million received from the issuance of Dice common stock.

Under terms of the acquisition agreement for D & L Online, Inc., which owned
and operated the dice.com website and was acquired in February 1999, the
Company has earnout obligations to the sellers of D & L Online, Inc. based on
the attainment of certain financial targets. Based on results achieved in 1999
and 2000, $4.0 million was paid in each of April 2000 and April 2001, comprised
of $6.0 million in cash and $2.0 million in common stock. The financial targets
for 2001 were achieved and Dice paid the final earnout obligation of $4.0
million in April 2002 in cash.

Based on results achieved by MeasureUp in 2000, the Company paid $1.2
million in cash to the sellers of MeasureUp in April 2001. The financial
targets were not achieved in 2001 and, therefore, the Company does not have any
earnout obligations for 2001. The Company has remaining earnout obligations
based on the achievement of certain financial targets during 2002 of up to an
aggregate of $3.0 million that would be payable in 2003 in cash and/or common
stock, at the Company's option.

On February 14, 2002, we received notification from Nasdaq that our stock
had failed to maintain a minimum bid price of $3.00 and a minimum market value
of publicly held shares of $15,000,000 over the previous 30 consecutive trading
days as required by Nasdaq rules for continued listing on the Nasdaq National
Market. In the letter, Nasdaq informed us that, if we did not demonstrate
compliance with those two requirements prior to May 15, 2002, Nasdaq would
provide us with notification of its intent to delist our common stock.

On April 19, 2002, we received a follow-up notification from Nasdaq
indicating that, since our stock had maintained a minimum bid price of $3.00
and a minimum market value of publicly held shares of $15,000,000 for at least
ten consecutive trading days, we have regained compliance with the Nasdaq
rules. Accordingly, Nasdaq stated that the matter raised by its February 14
letter is now closed.

Critical Accounting Policies

We have identified the policies below as critical to our business operations
and the understanding of our results of operations. The impact and any
associated risks related to these policies on our business operations is
discussed in Management's Discussion and Analysis of Financial Condition and
Results of Operations where such policies affect our reported and expected
financial results. For a detailed discussion of the application of these and
other accounting policies, see Notes to the Consolidated Financial Statements
in the Annual Report on Form 10-K for the year ended December 31, 2001. Note
that our preparation of this quarterly report on Form 10-Q requires us to make
estimates and assumptions that affect the reported amount of assets and
liabilities, disclosure of contingent assets and liabilities at the date of our
financial statements, and reported amounts of revenue and expenses during the
reporting period. There can be no assurance that actual results will not differ
from those estimates.

Long-lived Assets

The carrying amount of assets is reviewed on a regular basis for the
existence of facts or circumstances, both internal and external, that suggest
impairment. Dice determines if the carrying amount of an asset is impaired
based on anticipated undiscounted cash flows before interest and income taxes.
In the event of impairment, a loss is recognized based on the amount by which
the carrying amount exceeds the fair value of the asset. Fair value is
determined primarily using the anticipated cash flows before interest and
income taxes, discounted at a rate commensurate with the risk involved.

Intangible assets, excluding goodwill, resulting from acquisitions of
websites and other assets, are being amortized using the straight-line method
over three to five years which approximates the expected period of benefit.

Bad Debt

Dice maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. If the
financial condition of Dice's customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amount of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements and reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.
Dice's significant estimates include the useful lives and valuation of fixed
assets and intangible assets, the accounts receivable allowance for doubtful
accounts and the income tax valuation allowance.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

The Company's exposure to market rate risk for changes in interest rates
relates primarily to the Company's investment portfolio and outstanding debt.
The Company does not use derivative financial instruments in its investment
portfolio. The Company mainly invests its excess cash in debt instruments of
government agencies and high quality corporate money market instruments. If
market rates increase, the Company runs the risk that the related income from
those holdings will be less than those that could be obtained from newer issues
of similar securities, and that the fair market value of these securities could
decline in value.

At March 31, 2002 the Company's outstanding debt approximated $71.2 million,
all of which is fixed rate obligations. If market rates decline, the Company
runs the risk that the related required payments on the fixed rate debt will
exceed those that would be paid based on the current market rate.

Equity Price Risk

The Company has minimal investments in various equity securities. These
investments, as of March 31, 2002, were considered available-for-sale, with the
unrealized gains deferred as a component of stockholders' equity. The Company
seeks preservation of capital and selectively considers investments in equity
securities as part of its investment strategy.

PART II--OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities and Use of Proceeds

Not Applicable

Item 3. Defaults Upon Senior Securities

Not Applicable

Item 4. Submission of Matters to a Vote of Security Holders

Not Applicable

Item 5. Other Information

Not Applicable

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

No Exhibits are filed as part of this Report.

(b) Reports on Form 8-K

The Company filed a report on Form 8-K on January 30, 2002 relating to the
Company's announcement of its financial results and certain other information
for the quarter and year ended December 31, 2001.

SIGNATURES

Pursuant to the requirements of section 13 or 15(d) 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, in the City of New
York, state of New York, on April 26, 2002.

DICE INC.

By: /s/ MICHAEL P. DURNEY
-----------------------------
Michael P. Durney
Senior Vice President,
Finance and
Chief Financial Officer
(Principal Financial Officer)

By: /s/ DAVID L. JONASSEN
-----------------------------
David L. Jonassen
Controller and Chief
Accounting Officer (Principal
Accounting Officer)