Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  JANA PARTNERS LLC
2. Date of Event Requiring Statement (Month/Day/Year)
01/08/2008
3. Issuer Name and Ticker or Trading Symbol
CNET NETWORKS INC [CNET]
(Last)
(First)
(Middle)
200 PARK AVENUE, SUITE 3300
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See remarks
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10166
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 (1) (2) 14,784,676
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Call Option (Obligation to Sell) (1) (3) 12/21/2007 06/21/2008 Common Stock 1,000,000 $ 10 D  
Contract (Obligation to Sell) (1) (4) (5) 12/23/2007 01/30/2008 Common Stock 129,199 $ 7.74 D  
Contract (Obligation to Sell) (1) (6) 12/23/2007 01/30/2008 Common Stock 2,583,979 $ 7.74 D  
Equity Swap (Obligation to Buy) (1) 10/30/2007 07/28/2008 Common Stock 1,900,000 $ 7.58 D  
Equity Swap (Obligation to Buy) (1) 10/31/2007 07/28/2008 Common Stock 975,000 $ 8.07 D  
Equity Swap (Obligation to Buy) (1) 11/01/2007 07/28/2008 Common Stock 2,117,000 $ 7.92 D  
Equity Swap (Obligation to Buy) (1) 11/05/2007 07/28/2008 Common Stock 500,000 $ 7.73 D  
Equity Swap (Obligation to Buy) (1) 11/06/2007 07/28/2008 Common Stock 1,115,000 $ 7.74 D  
Equity Swap (Obligation to Buy) (1) 11/07/2007 07/28/2008 Common Stock 302,800 $ 7.74 D  
Equity Swap (Obligation to Buy) (1) 11/08/2007 07/28/2008 Common Stock 225,000 $ 7.64 D  
Equity Swap (Obligation to Buy) (1) 11/30/2007 12/30/2008 Common Stock 2,436,848 $ 7.5 D  
Equity Swap (Obligation to Buy) (1) 12/07/2007 01/12/2009 Common Stock 700,000 $ 7.87 D  
Equity Swap (Obligation to Buy) (1) 12/10/2007 01/13/2009 Common Stock 450,000 $ 7.9 D  
Equity Swap (Obligation to Buy) (1) 12/18/2007 12/23/2010 Common Stock 487,500 $ 7.65 D  
Equity Swap (Obligation to Buy) (1) 12/19/2007 12/23/2010 Common Stock 12,500 $ 7.67 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JANA PARTNERS LLC
200 PARK AVENUE, SUITE 3300
NEW YORK, NY 10166
      See remarks

Signatures

By: /s/ JANA Partners LLC, by Charles Penner, General Counsel 01/18/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Reporting Person disclaims beneficial ownership of any and all such securities in excess of its actual pecuniary interest.
(2) The securities disclosed herein by the Reporting Person include 2,583,979 and 129,199 shares of common stock that may be deemed to be beneficially owned by Spark Management Partners, L.L.C. ("Spark") and Alex Interactive Media, LLC ("AIM"), respectively, and 1,000,000 shares of common stock that may be deemed to be beneficially owned by Velocity Interactive Management, LLC ("Velocity") as disclosed below. Not included herein are securities held by Sandell Asset Management Corp. which the Reporting Person may be deemed to beneficially own pursuant to an agreement as disclosed in its Schedule 13D filed on January 7, 2008.
(3) Pursuant to an Option Agreement with Velocity.
(4) Paul Gardi, through AIM, has an obligation to purchase by the Expiration Date $1,000,000 (or 129,199 shares) of common stock of the Issuer from the Reporting Person in connection with investments in a special purpose vehicle formed by the Reporting Person and in CT-100 (defined below).
(5) AIM has the right under certain circumstances to participate in the profits of the Reporting Person attributable to shares of the Issuer as set forth in the Amended and Restated Agreement, as described in the Schedule 13D filed by the Reporting Person and certain others on January 7, 2008.
(6) CT-100 Holdings LLC ("CT-100"), which is controlled by Spark, has an obligation to purchase by the Expiration Date $20,000,000 (or 2,583,979 shares) of common stock of the Issuer from the Reporting Person.
 
Remarks:
Member of 13(d) group owning more than 10%

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