Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Mclaughlin John
   2. Issuer Name and Ticker or Trading Symbol
MONSTER WORLDWIDE INC [MNST] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last)
(First)
(Middle)
C/O MONSTER WORLDWIDE, INC., 622 THIRD AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
05/04/2005
(Street)

NEW YORK, NY 10017		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Option to Purchase) $ 25.762 05/04/2005   D(1)     53,365   (1) 11/01/2011 Common Stock 53,365 $ 0 0 D  
Employee Stock Option (Option to Purchase) $ 25.762 05/04/2005   A(1)   53,365     (1) 11/01/2011 Common Stock 53,365 $ 0 53,365 D  
Employee Stock Option (Option to Purchase) $ 25.462 05/04/2005   D(2)     133,412   (2) 02/22/2012 Common Stock 133,412 $ 0 0 D  
Employee Stock Option (Option to Purchase) $ 25.462 05/04/2005   A(2)   133,412     (2) 02/22/2012 Common Stock 133,412 $ 0 133,412 D  
Employee Stock Option (Option to Purchase) $ 24.53 05/04/2005   D(3)     200,000   (3) 02/09/2014 Common Stock 200,000 $ 0 0 D  
Employee Stock Option (Option to Purchase) $ 24.53 05/04/2005   A(3)   200,000     (3) 02/09/2014 Common Stock 200,000 $ 0 200,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Mclaughlin John
C/O MONSTER WORLDWIDE, INC.
622 THIRD AVENUE
NEW YORK, NY 10017		       Executive Vice President  

Signatures

 /s/ John Mclaughlin   05/06/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Amendment of outstanding options resulting in deemed cancellation of options and grant of replacement options. These options to the extent unvested on May 4, 2005 automatically became vested on May 4, 2005. These options were originally granted on November 1, 2001. The replacement options are presently exercisable as to 40,023 shares and will become exercisable as to 13,342 shares on 11/1/05 and shall remain exercisable until the later of 11/1/06 or six months after Mr. Mclaughlin's last day of employment with Monster Worldwide, Inc. or one of its subsidiaries.
(2) Amendment of outstanding options resulting in deemed cancellation of options and grant of replacement options. These options to the extent unvested on May 4, 2005 automatically became vested on May 4, 2005. These options were originally granted on February 22, 2002. The replacement options are presently exercisable as to 100,059 shares and will become exercisable as to 33,353 shares on 2/22/06 and shall remain exercisable until the later of 2/22/07 or six months after Mr. Mclaughlin's last day of employment with Monster Worldwide, Inc. or one of its subsidiaries.
(3) Amendment of outstanding options resulting in deemed cancellation of options and grant of replacement options. These options to the extent unvested on May 4, 2005 automatically became vested on May 4, 2005. These options were originally granted on February 9, 2004. The replacement options are presently exercisable as to 50,000 shares and will become exercisable as to 50,000 shares on each of 2/9/06, 2/9/07, and 2/9/08 and shall remain exercisable until the later of 2/9/09 or six months after Mr. Mclaughlin's last day of employment with Monster Worldwide, Inc. or one of its subsidiaries.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.