SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT

PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 000-21571

A.            Full title of the plan and the address of the plan, if different from that of the issuer named below:

Monster Worldwide, Inc. 401(k) Savings Plan

B.            Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Monster Worldwide, Inc.

622 Third Avenue

New York, New York 10017

MONSTER WORLDWIDE, INC.

401(k) SAVINGS PLAN

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustee of the

Monster Worldwide, Inc.

401(k) Savings Plan

New York, New York

We have audited the accompanying statements of net assets available for benefits of the Monster Worldwide, Inc. 401(k) Savings Plan (the “Plan”) as of December 31, 2004 and 2003, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2004 and 2003, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes at end of year, for the year ended December 31, 2004, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements as of and for the year ended December 31, 2004, and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

1

MONSTER WORLDWIDE, INC.

401(k) SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

* Represents 5% or more of the net assets available for benefits.

** Includes $300,591 and $12,070,569 of non-participant directed investments as of December 31, 2004 and 2003, respectively (see Note 4).

See accompanying notes.

2

MONSTER WORLDWIDE, INC.

401(k) SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

See accompanying notes.

3

MONSTER WORLDWIDE, INC.

401(k) SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

1.  Description of Plan

The following description of the Monster Worldwide, Inc. 401(k) Savings Plan and its related Trust (collectively, the “Plan”) is provided for general information purposes only. Participants should refer to the current Plan document for a complete description of the Plan’s provisions.

The Plan was adopted as of January 1, 1992 for the benefit of its eligible employees and the eligible employees of any other organization designated by the Board of Directors of Monster Worldwide, Inc. (“Monster Worldwide”).

General

The Plan is a defined contribution plan and provides for elective contributions on the part of the participating employees and employer matching contributions of up to 2% of employees’ salaries (3% effective January 1, 2005) within limits established by ERISA. The Plan extends coverage to each employee of the participating employers, except those employees covered by a collective bargaining agreement where the agreement does not specifically provide for the participation in the Plan of the employees subject to that bargaining agreement, leased employees or nonresident aliens with no U.S. source income. Eligible employees may enter the Plan on the first of the month coinciding with or following their employment commencement date, with certain exceptions for employees of entities acquired by Monster Worldwide. The Plan has designated Monster Worldwide as the Plan Administrator. The Plan Administrator is responsible for the operations of the Plan in accordance with prevailing government requirements. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) and provisions of the Internal Revenue Code of 1986 as it pertains to plans intended to qualify under Section 401(a) of that Code.

Previous Amendments to the Plan

From 1992 through 2003 there were amendments to the Plan affecting vesting, eligibility, employee coverage, compensation and the source of matching funds. In addition, certain amendments conformed retirement plans of previously acquired companies to the Monster Worldwide Plan. The description of the Plan has been modified to include these restatements and amendments.  Effective January 1, 2003, the Plan was amended to incorporate terms and provisions of the model amendment issued by the Internal Revenue Service in connection with the final regulations concerning the minimum distribution requirements. As of April 1, 2003, the Plan was amended and restated, primarily to reflect the spin-off of the eResourcing and Executive Search divisions of Monster Worldwide to form Hudson Highland Group, Inc. (“HH Group”), a new publicly traded corporation. The spin-off was effected by way of a pro-rata tax free dividend (the “Distribution”) of the common stock of HH Group to holders of Monster Worldwide common stock on March 31, 2003. In the Distribution, Monster Worldwide’s stockholders received one share of HH Group common stock for every 13¹/3 shares of Monster Worldwide common stock owned. Participants with account balances invested in the Monster Worldwide Stock Fund received an allocation of the HH Group stock distributed to the Plan. Subsequent to the spin-off, HH Group established the Hudson Highland, Inc. 401(k) plan. On April 25, 2003, net assets available for benefits relating to employees of HH group were transferred to the Hudson Highland Group 401(k) plan in a trust-to-trust transfer.

The Plan, as amended and restated reflects the allocation of the HH Group common stock distributed to the Plan’s Trust on the effective date of the spin-off to eligible participants’ accounts. Participants with account balances invested in the Monster Worldwide Stock Fund received an allocation of the HH Group stock distributed to the Plan in the spin-off. The HH Group stock is held in a grandfathered stock fund established in the Plan; participants may transfer out of the grandfathered fund but may not invest new contributions in, or make transfers into the grandfathered account.

The Plan, as amended and restated, also reflects the tax-free trust-to-trust transfer of the account balances of the then current and former eResourcing and Executive Search employees (together with certain then current Monster Worldwide corporate employees) to the new tax-qualified 401(k) savings plan established by HH Group. This transfer occurred on April 25, 2003 and was completed in accordance with all applicable federal law requirements.

Effective May 1, 2003, the Plan was amended to reflect the name change of Monster Worldwide, Inc., and recognize service with an entity acquired by Monster Worldwide and preserved distribution provisions of the acquired plan.  Effective April 1, 2003, the Plan was amended to allow a participant to terminate their salary reduction agreement by giving written notice to the Plan Administrator.  Effective September 30, 2003, the Plan was amended to allow eligible participants to make catch-up contributions in accordance with, and subject to the limitations of the Internal Revenue Code.  Effective October 1, 2003, the Plan was amended to recognize service with an entity acquired by Monster Worldwide, and also recognize eligibility and vesting provisions of the acquired plan.

4

Plan Amendments During the Year Ended December 31, 2004

Effective January 1, 2004, the Plan was amended to (a) eliminate the 90-day eligibility waiting period, (b) permit participant contributions of up to 30% (subject to all applicable legal requirements), (c) provide for matching contributions to be funded on a quarterly basis, and (d) permit participants with at least two years of service to redirect all or a portion of their holdings in employer securities that were received through the employer’s matching contribution to any other alternative investments in the fund.  On August 1, 2004, the Plan was amended to reflect an acquisition completed in March 2004.

Plan Amendments Subsequent to December 31, 2004

On January 1, 2005, the Plan was amended to (a) provide for the automatic enrollment of new hires, (b) increase the amount of employer matching contributions, (c) provide for employer matching contributions and profit sharing contributions to vest at the rate of 25% per year, with full vesting to occur after four years of service, and (d) to allow a participant to diversify the investment of employer matching contributions made to the Plan on his behalf after one year of service.  In addition, on January 1, 2005, the Plan was amended to reflect an acquisition that was completed in 2004.

Contributions

Beginning January 1, 2004, participating employees were given the option to make elective contributions of up to 30% of their compensation, as defined, subject to the limit of Internal Revenue Code Section 402(g) ($13,000 for 2004 and $12,000 for 2003).  Participating employers make matching contributions equal to the elective contributions, but not more than 2% of each contributing employee’s eligible compensation. The employer’s matching contribution is made by purchasing units in the Monster Worldwide 401(k) Equity Unit Fund (“Monster Worldwide Stock Fund”), which in turn, purchases shares of the corporation’s common stock and, to a lesser extent, an amount of short-term investments. For the 2004 Plan year (the calendar year), a participating employee who made an elective contribution was only eligible for an employer matching contribution if the employee was employed by the employer on the last day of each calendar quarter or if the employee retired, died or incurred a disability during the Plan year. The Plan also provides for the employer to make additional matching contributions on behalf of non-highly compensated employees as necessary to satisfy applicable discrimination requirements. The employer may make discretionary non-elective contributions, which are allocated, in the same ratio as each participant’s compensation bears to the total compensation of all participants for the Plan year.

Participants’ Accounts

Each participant’s account is credited with the elective contributions made by that participant and employer matching contributions for which that participant is eligible. The participating employees direct the investment of the contributions credited to their account into one or more of the investment choices, which have been made available to them. Each participant’s account will be credited with its share of the net investment earnings of the funds in which that account is invested. The employee individually manages the Personal Choice Retirement Accounts and the investment results directly affect the individual’s investment balances.  The benefit to which a participant is entitled is the amount that can be provided from the participant’s vested account. The Plan also accepts rollover contributions (i.e., amounts which can be rolled over into a tax qualified plan from another employer’s qualified plan).

Forfeitures

Forfeitures of terminated participants’ non-vested accounts may be used to pay Plan expenses and any excess may be applied as a reduction to the otherwise required employer matching contribution, discretionary non-elective contributions or profit sharing contributions. Forfeitures occur in a Plan year when a terminated participant receives the vested portion of their account and forfeits the non-vested portion of the matching contribution in their account. If a terminated participant resumes employment with the employer within five years of their termination date, the forfeited amount will be restored to their matching contribution or profit sharing account. Forfeited non-vested accounts totaled $313,221 and $207,270 at December 31, 2004 and 2003, respectively. Forfeitures in the amount of $388,367 and $530,128 were used to pay the Plan expenses during the years ended December 31, 2004 and 2003, respectively.

Vesting

The portion of a participant’s account attributed to elective contributions, qualified non-elective contributions and rollover contributions are fully vested at all times. Vesting of other amounts (i.e., fully vested rights to the portion of a participant’s account arising from employer matching contributions or profit sharing contributions, if any) is based upon the number of years in a participant’s period of service. A period of service is measured from an employee’s employment or reemployment commencement date and ends on an employee’s termination date. Vesting starts with the completion of a period of service of two years, at the rate of 40% and increases 20% for each subsequent year until full vesting is achieved with a period of service of five or more years, except for merging plans, as defined.  Effective January 1, 2005, vesting begins with the completion of a period of service of one year, at the rate of 25% and increases 25% for each subsequent year until full vesting is achieved with a period of service of four or more years, except for merging plans, as defined. Notwithstanding the number of years in an employee’s period of service, a participant is considered fully vested at the normal retirement age of sixty-five, in the event of death, or should the participant incur a disability which is considered to be total and permanent. The Plan provides special vesting rules with regard to any benefits a participant may have from a plan that was merged into the Monster Worldwide, Inc. 401(k) Savings Plan.

5

Payment of Benefits

Benefits are generally payable following a participant’s termination of employment, death or disability. The portion of a participant’s vested account attributable to benefits from a merged plan, however, is subject to specific rules, including a withdrawal of all or a portion of the participant’s account after the attainment of age 59¹/₂. Benefits are generally payable in a lump sum but may also be paid in installments or through the purchase of an annuity. Upon the showing of substantial hardship, and in accordance with specific rules set forth by the Internal Revenue Service (“IRS”) concerning hardship withdrawals, a participant may withdraw elective deferrals, which have not previously been withdrawn, subject to certain limitations.

Participant Loans

In general, a participant may borrow an amount not exceeding the lesser of $50,000 or 50% of the vested portion of their account, except amounts in the Employer Stock Fund (employer matching contributions). If the proceeds of the loan are to be applied to the purchase of a principal residence of the participant, the repayment period shall be no more than 10 years (except for loans outstanding under certain merged plans). If the proceeds of the loan are used for any other purpose, the repayment of the loan must be made within five years. Interest will be charged at an annual rate, which is comparable to a commercial rate for a similar type of loan. Principal and interest payments will be due at a frequency no longer than quarterly and, for employees, will be made by payroll deductions. The loans are collateralized by the participants’ interest in their accounts.

Administrative Expenses

The Plan Administrator pays certain administrative expenses of the Plan and costs associated with the Employer’s Stock Fund.

Risks and Uncertainties

The Plan provides for participant investment options, which can invest in combinations of stocks, bonds, fixed income securities and other investment securities. Investment securities are exposed to various risks, such as interest rate, market, equity price and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

2.  Accounting Policies

Basis of Accounting

The financial statements of the Plan have been prepared on the accrual method of accounting.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosures of contingent assets and liabilities. Actual results could differ from those estimates.

Investment Valuation and Income Recognition

Investments are stated at fair value, which is determined by reference to quoted market prices, except for participant loans, which are stated at cost plus accrued interest, which approximates their fair value.  Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Benefits

Benefits are recorded when paid.

Reclassifications

Certain reclassifications of prior year amounts have been made for consistent presentation.

6

3.  Investments

The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in 2004 and 2003, as follows:

As a result of acquisitions, the Plan sponsor merged into the Plan the retirement plans of one entity in 2004, and two entities in 2003.  The plans merged in 2004 and 2003 had total assets of $531,022 and $2,788,948, respectively.

The Plan sponsor transferred total assets of $2,310,819 and $42,796,030 out of the Plan for the years ended December 31, 2004 and 2003, respectively.  The majority of the transfer in the 2003 period was for the account balances of the employees of HH Group.

4.  Non-participant directed investments

Through December 31, 2003, Plan participants did not have the option to re-direct employer matching contributions, which are made by issuing shares of Monster Worldwide’s common stock.  As a result, non-participant directed investments included in the Plan’s net assets as of December 31, 2004 and 2003 totaled $300,591 and $12,070,569, respectively.  Beginning January 1, 2004, Plan participants were given the option to re-direct all or a portion of employer matching contributions, provided that they have at least two years of service.  Changes in the non-participant directed investments are as follows:

5.  Income Tax Status

The Internal Revenue Service has determined and informed the Plan Administrator, in a letter dated November 4, 2003, that the Plan, as amended and restated through August 1, 2001, is qualified and the trust established under the Plan is tax-exempt under the appropriate sections of the Internal Revenue Code (“IRC”). However, the favorable determination letter does not cover the 12 amendments that were adopted after the determination letter was submitted. Although the Plan has been amended and restated into an individually designed document since receiving the determination letter, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC and has requested a new determination letter. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

6.  Trustee and Custodian

The funds of the Plan are maintained under a Trust with the Charles Schwab Trust Company, as Trustee. The duties and authority of the Trustee are defined in the related Trust Agreement.

The Custodian of the Plan is Charles Schwab Retirement Plan Services. The duties of the Custodian include administration of the trust fund (including income there from) at the direction of the Trustee, and the payment of benefits and loans to plan participants and the payment of expenses incurred by the Plan in accordance with instructions from the Plan Administrator and Trustee (with the option given to participants to individually direct the investment of their interest in the Plan). The Custodian is also responsible for the maintenance of the individual participant records and to render statements to the participants as to their interest in the Plan.

7

7.  Termination

Although it has not expressed any intent to do so, Monster Worldwide has the right in accordance with the Plan document to discontinue its contributions at any time and to terminate its participation in the Plan, subject to the provisions of ERISA. If the Plan is fully or partially terminated, all amounts credited to the affected participants’ accounts will become fully vested.  Upon termination, the Plan Administrator shall take steps necessary to have the assets of the Plan distributed among the affected participants.

8.  Amounts Due to Participants and Amounts Due From Employer

In order to ensure favorable tax treatment of participant accounts, the Plan may not exceed certain maximums for employee elective contributions and employer-matching contributions of highly compensated employees as defined in the IRC. The Plan is required to take appropriate actions and make corrective distribution of excess contributions or make additional contributions to the accounts of non-highly compensated employees if IRC requirements are not met.  As of December 31, 2004 and 2003, the Plan has recorded a contribution receivable of $1,781 and $5,952, respectively, due from the employer, as a result of non-discrimination testing related to the 2004 and 2003 plan year.

9.  Supplemental Information

During the period from January 1, 2003 to December 31, 2004, the Plan had no lease commitments, obligations or leases in default as defined by ERISA.

10.  Subsequent Event

On May 31, 2005, the Company announced the sale of its Directional Marketing segment.  Effective June 1, 2005, employees of Directional Marketing were not eligible to have automatic deferrals submitted to the Plan.

8

MONSTER WORLDWIDE, INC.

401(k) SAVINGS PLAN

Schedule of Assets Held for Investment Purposes at End of Year

EIN: 13-3906555                    Plan No. 002

*              A party-in-interest as defined by ERISA.

**           The cost of participant-directed investments is not required to be disclosed.

9

Financial Statements and Exhibits

(A)

Financial Statements:

Financial Statements of Monster Worldwide, Inc. 401(k) Savings Plan for the years ended December 31, 2004 and 2003

(B)

Exhibits:

23.1 Consent of Independent Registered Public Accounting Firm

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Monster Worldwide 401(k) Committee have duly caused this annual report to be signed by the undersigned hereunto duly authorized.

10