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 * ASHE NEIL   2. Issuer Name and Ticker or Trading Symbol CNET NETWORKS INC [CNET] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CHIEF EXECUTIVE OFFICER (Last) (First) (Middle) 235 SECOND STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/20/2006 (Street) SAN FRANCISCO, CA 94105-3124 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
Stock Option (right to buy)	$ 4.67	12/20/2006		D(1)(2)			125,000	(1)(2)	06/24/2013	Common Stock	125,000	$ 0 (1) (2)	0	D
Stock Option (right to buy)	(1) (2)	12/20/2006		A(1)(2)		125,000		(1)(2)	06/24/2013	Common Stock	125,000	$ 0 (1) (2)	125,000	D
Stock Option (right to buy)	$ 9.58	12/20/2006		D(1)(2)			200,000	(1)(2)	03/29/2014	Common Stock	200,000	$ 0 (1) (2)	0	D
Stock Option (right to buy)	(1) (2)	12/20/2006		A(1)(2)		200,000		(1)(2)	03/29/2014	Common Stock	200,000	$ 0 (1) (2)	200,000	D
Stock Option (right to buy)	$ 8.975	12/20/2006		D(1)(2)			84,000	(1)(2)	07/22/2014	Common Stock	84,000	$ 0 (1) (2)	0	D
Stock Option (right to buy)	(1) (2)	12/20/2006		A(1)(2)		84,000		(1)(2)	07/22/2014	Common Stock	84,000	$ 0 (1) (2)	84,000	D
Stock Option (right to buy)	$ 10.46	12/20/2006		D(1)(2)			20,000	(1)(2)	12/21/2014	Common Stock	20,000	$ 0 (1) (2)	0	D
Stock Option (right to buy)	(1) (2)	12/20/2006		A(1)(2)		20,000		(1)(2)	12/21/2014	Common Stock	20,000	$ 0 (1) (2)	20,000	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ASHE NEIL 235 SECOND STREET SAN FRANCISCO, CA 94105-3124	X		CHIEF EXECUTIVE OFFICER

Signatures

/s/ Delida Costin, attorney-in-fact for Neil Ashe		12/22/2006
**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)	The reporting person has entered into an agreement, dated December 20, 2006 (the "Agreement"), with CNET Networks Inc. (the "Company") to have the exercise prices of certain options granted to the reporting person reset to be equal to, and in no event less than, the fair market value of a share of the Company's common stock on the applicable accounting measurement date for the grant. These accounting measurement dates are being determined by the Company (the date of the determination, the "Determination Date"). Within two business days after the Determination Date, the reporting person will file an amendment to this Form 4 to reflect the amended exercise prices of all relevant stock options. (Continued to footnote 2.)
(2)	See the Company's Current Report on Form 8-K dated December 20, 2006 for additional information. For Section 16 reporting purposes only, the increases in option exercise prices are deemed to be a cancellation of the old options and the grant of replacement options. The other terms of the outstanding options (including the vesting of the options) remain unchanged.

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.