SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Mclaughlin John

(Last)

(First)

(Middle)

C/O MONSTER WORLDWIDE, INC.

622 THIRD AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2004

3. Issuer Name and Ticker or Trading Symbol
MONSTER WORLDWIDE INC [ MNST ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $.001 par value per share	69,824⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Option to Purchase)	12/01/2003	12/01/2009	Common Stock, $.001 par value per share	13,341	$44.501	D
Employee Stock Option (Option to Purchase)	12/31/2001⁽²⁾	04/04/2011	Common Stock, $.001 par value per share	5,336	$28.69	D
Employee Stock Option (Option to Purchase)	11/01/2002⁽³⁾	11/01/2011	Common Stock, $.001 par value per share	53,365	$25.762	D
Employee Stock Option (Option to Purchase)	02/22/2003⁽⁴⁾	02/22/2012	Common Stock, $.001 par value per share	133,412	$25.462	D
Employee Stock Option (Option to Purchase)	09/11/2003⁽⁵⁾	09/11/2012	Common Stock, $.001 par value per share	197,450	$10.321	D
Employee Stock Option (Option to Purchase)	02/09/2005⁽⁶⁾	02/09/2014	Common Stock, $.001 par value per share	200,000	$24.53	D

Explanation of Responses:

1. Includes a commitment by Monster Worldwide, Inc. to issue (i) 20,019 shares of common stock, $.001 par value per share on 9/11/04, (ii) 20,018 shares of common stock, $.001 par value per share on 9/11/05 and (iii) 20,019 shares of common stock, $.001 par value per share on 9/11/06.

2. These options are presently exercisable as to 4,002 shares and will become exercisable as to an additional 1,334 shares on 12/31/04.

3. These options are presently exercisable as to 26,682 shares and will become exercisable as to an additional 13,341 shares on 11/1/04 and 13,342 shares on 11/1/05.

4. These options are presently exercisable as to 66,706 shares and will become exercisable as to an additional 33,353 shares on each of 2/22/05 and 2/22/06.

5. These options are presently exercisable as to 49,362 shares and will become exercisable as to an additional 49,363 shares on 9/11/04, 49,362 shares on 9/11/05 and 49,363 shares on 9/11/06.

6. These options will become exercisable as to 50,000 shares on each of 2/9/05, 2/9/06, 2/9/07 and 2/9/08.

	/s/ John Mclaughlin	06/23/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.