8-K

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): February 5, 2005

Monster Worldwide, Inc.

(Exact name of issuer as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-21571	13-3906555
(Commission File Number)	(IRS Employer Identification No.)
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):

oWritten communications pursuant to Rule 425 under the Securities Act

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

o                               & #160;    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

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

ITEM 1.01.ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Monster Worldwide, Inc. (the “Company”) periodically pays for its use of an aircraft which through December 31, 2003 was owned by a company controlled by Andrew J. McKelvey, the Company’s Chairman and CEO. Mr. McKelvey has advised the Company that on December 31, 2003, Mr. McKelvey sold such holding company to General Yellow Pages Consultants, Inc. d/b/a The Marquette Group (“The Marquette Group”) but Mr. McKelvey continues to have obligations to a third party lender with respect to the aircraft.

On June 17, 2003, the Company entered into a contract (the “Agreement”) with Airborne, Inc. (“Airborne”), a third party chartering company unaffiliated with the Company, Mr. McKelvey or The Marquette Group which governs the Company’s use of the plane. The Agreement automatically renews for one year terms unless terminated by either party by written notice at least 30 days before the annual May 31 expiration date of the agreement. The Agreement remains in effect notwithstanding the December 31, 2003 sale by Mr. McKelvey of the holding company which owned the plane.

The Company entered into an Amendment to Charter Agreement with Airborne effective February 5, 2005
(the “Amendment”).  The Amendment provides the Company with up to 150 charter hours of flight time at a rate of $6,000 per hour. A copy of the Amendment is attached hereto as Exhibit 10.1.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS.

(c) 10.1 Amendment to Charter Agreement, effective as of February 5, 2005, by and between the Company and Airborne, Inc.

(All other items on this report are inapplicable.)

2

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.

	MONSTER WORLDWIDE, INC.
	(Registrant)
	By:	/s/ Myron Olesnyckyj
		Myron Olesnyckyj
		Senior Vice President and General Counsel
Dated: February 7, 2005

3

EX-10.1

Exhibit 10.1

AMENDMENT TO

CHARTER AGREEMENT

THIS AMENDMENT TO CHARTER AGREEMENT (the “Amendment”), is effective as of this 5^th day of February, 2005, by and among AIRBORNE, INC., a New York corporation with a principal business address of Elmira Corning Regional Airport, 236 Sing Sing Road, Horseheads, New York, 14845, (“Airborne”) and MONSTER WORLDWIDE, INC., a Delaware corporation with its principal business address at 622 Third Avenue, New York, New York, 10017 (“Customer”).

WHEREAS, Airborne and Customer entered into a Charter Agreement dated as of the 17^th day of June 2003 (the “Agreement”); and

WHEREAS, Airborne and Customer desire to amend the Agreement.

NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants and conditions contained herein and intending to be legally bound, the parties agree as follows:

1.             DEFINITIONS:  Capitalized terms used but not otherwise defined herein shall have the respective meanings described to them in the Agreement.

2.             MODIFICATION TO SECTION 3(A), CHARTER RATE: The first sentence of section 3(a) is hereby deleted in its entirety and replaced with the following:

“Customer shall be entitled to One Hundred Fifty (150) charter hours of flight time on the Aircraft per year during each twelve month period of the Term of this Agreement.”

The second sentence of Section 3(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

“Customer shall pay a charter rate of Six Thousand United States Dollars (US$6,000.00) per charter hour on the Aircraft
(the “Charter Rate”).”

3.             NO OTHER AMENDMENTS:  Except as expressly modified by this Amendment, all terms and provisions of the Agreement shall remain in full force and effect.

4.             CONSTRUCTION:  This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflict of laws thereof.

5.             COUNTERPARTS:  The parties may execute this Amendment in two or more counterparts, which shall, in the aggregate, be signed by all the parties; each counterpart shall be

1

deemed an original instrument as against any party who signed it and such counterpart (s) may be transmitted by facsimile with the original(s) and/or hard copies thereof to be provided by the parties thereafter.

The parties hereto have caused this Amendment to be executed by their duly authorized representatives as of the date first above written.

MONSTER WORLDWIDE, INC.		AIRBORNE, INC.
By:	/s/ Michael Sileck	By:		/s/ John Dow
Name:	Michael Sileck	Name:
Title:	Senior Vice President, Chief Financial Officer	Title:	President

2