UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, ~~2007~~2008


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-50698

GREENFIELD ONLINE, INC.

(Exact name of registrant as specified in its charter)

Delaware		06-1440369
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)


Delaware (State or other jurisdiction of incorporation or organization)		06-1440369 (I.R.S. Employer Identification No.)

21 River Road, Wilton, CT 06897 ~~(Address of principal executive offices) (Zip Code)~~

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 834-8585

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See ~~definition~~the definitions of “large accelerated filer”, “accelerated filer” and ~~large~~“smaller ~~accelerated~~reporting ~~filer~~company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o Smaller reporting company o (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of ~~May~~August 46, ~~2007~~2008, there were 2526,~~597~~336,~~211~~754 shares of Common Stock outstanding.

GREENFIELD ONLINE, INC.

FORM 10-Q
TABLE OF CONTENTS

	~~Page~~			Page
Part I. Financial Information
Part I.	Financial Information
Item 1. Financial Statements
	Item 1.		Financial Statements
Consolidated Balance Sheets at March 31, 2007 (unaudited) and December 31, 2006		1
			Consolidated Balance Sheets at June 30, 2008 (unaudited) and December 31, 2007	1
Unaudited Consolidated Statements of Income for the three months ended March 31, 2007 and 2006		2
			Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2008 and 2007	2
Unaudited Consolidated Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2007		3
			Unaudited Consolidated Statement of Changes in Stockholders’ Equity for the six months ended June 30, 2008	3
Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2007 and 2006		4
			Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2008 and 2007	4
~~Notes to Unaudited Consolidated Financial Statements~~		5	Notes to Unaudited Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
	Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk		30
	Item 3.		Quantitative and Qualitative Disclosures About Market Risk	31
Item 4. Controls and Procedures		30
	Item 4.		Controls and Procedures	31
Part II. Other Information
Part II.	Other Information
Item 1. Legal Proceedings		31
	Item 1.		Legal Proceedings	32
Item 1A. Risk Factors		31
	Item 1A.		Risk Factors	33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		32
	Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3. Defaults Upon Senior Securities		32
	Item 3.		Defaults Upon Senior Securities	35
Item 4. Submission of Matters to a Vote of Security Holders		32
	Item 4.		Submission of Matters to a Vote of Security Holders	35
Item 5. Other Information		32
	Item 5.		Other Information	36
Item 6. Exhibits		33
	Item 6.		Exhibits	36
Signatures		34		37
Exhibit Index		35		38
EX-10.70: AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION

GREENFIELD ONLINE, INC.

CONSOLIDATED BALANCE SHEETS ~~(In thousands, except share data) (Unaudited)~~

	March 31,			December 31,
	2007			2006
ASSETS
Current assets:
Cash and cash equivalents	$	21,071		$	20,873
Investments in marketable securities		21,851			16,167
Accounts receivable trade, net (net of allowances of $1,691 and $1,875 at March 31, 2007 and December 31, 2006, respectively)		22,605			23,485
Prepaid expenses and other current assets		1,747			1,550
Deferred tax assets, current		2,919			4,905
Total current assets		70,193			66,980
Property and equipment, net		6,323			6,447
Other intangible assets, net		16,653			17,644
Goodwill		70,481			70,149
Deferred tax assets, long-term		19,896			17,740
Security deposits and other long-term assets		863			884
Total assets	$	184,409		$	179,844
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,862		$	4,283
Accrued expenses and other current liabilities		14,451			15,141
Income taxes payable		7,285			6,765
Current portion of capital lease obligations		19			25
Deferred revenue		332			440
Total current liabilities		25,949			26,654
Capital lease obligations, long-term		18			22
Deferred tax liabilities, long-term		3,287			3,457
Income taxes payable, long-term		1,594			—
Other long-term liabilities		89			90
Total liabilities		30,937			30,223
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock; par value $0.0001 per share; 100,000,000 shares authorized; 25,597,124 and 25,490,221 shares issued and outstanding at March 31, 2007 and December 31, 2006, respectively		3			3
Additional paid-in capital		292,096			290,459
Accumulated deficit		(134,447	)		(136,176	)
Accumulated other comprehensive loss		(4,049	)		(4,534	)
Treasury stock, at cost Common stock — 9,643 shares		(131	)		(131	)
Total stockholders’ equity		153,472			149,621
Total liabilities and stockholders’ equity	$	184,409		$	179,844

(In thousands, except share data)

~~The accompanying notes are an integral part of these consolidated financial statements.~~ (Unaudited)


	June 30,			December 31,
	2008			2007
ASSETS
Current assets:
Cash and cash equivalents	$	31,412		$	57,949
Investments in marketable securities		33,397			—
Accounts receivable trade, net (net of allowances of $2,553 and $2,309 at June 30, 2008 and December 31, 2007, respectively)		26,717			29,162
Prepaid expenses and other current assets		5,905			3,907
Deferred tax assets, current		2,159			3,985

Total current assets		99,590			95,003
Property and equipment, net		6,908			7,214
Other intangible assets, net		14,974			16,207
Goodwill		77,737			74,584
Deferred tax assets, long-term		26,694			21,110
Security deposits and other long-term assets		1,014			847

Total assets	$	226,917		$	214,965


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5,501		$	5,011
Accrued expenses and other current liabilities		22,290			18,817
Income taxes payable		3,014			4,960
Current portion of capital lease obligations		15			14
Deferred tax liabilities, current		1,180			972
Deferred revenue		643			604

Total current liabilities		32,643			30,378
Capital lease obligations, long-term		—			7
Deferred tax liabilities, long-term		6,880			4,772
Income taxes payable, long-term		2,353			2,939
Other long-term liabilities		343			451

Total liabilities		42,219			38,547

Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock; par value $0.0001 per share; 100,000,000 shares authorized; 26,339,189 and 26,317,135 shares issued and 26,329,546 and 26,307,492 shares outstanding at June 30, 2008 and December 31, 2007, respectively		3			3
Additional paid-in capital		301,266			299,334
Accumulated deficit		(121,493	)		(123,465	)
Accumulated other comprehensive income		5,053			677
Treasury stock, at cost — 9,643 shares		(131	)		(131	)

Total stockholders’ equity		184,698			176,418

Total liabilities and stockholders’ equity	$	226,917		$	214,965

The accompanying notes are an integral part of these Consolidated Financial Statements.

GREENFIELD ONLINE, INC.

CONSOLIDATED STATEMENTS OF INCOME ~~(In thousands, except per share data) (Unaudited)~~

	Three Months Ended March 31,
	2007			2006
Net revenues	$	27,469		$	21,532
Cost of revenues		7,139			5,548
Gross profit		20,330			15,984
Operating expenses:
Selling, general and administrative		12,980			9,535
Panel acquisition		1,048			1,706
Depreciation and amortization		2,153			2,316
Research and development		1,132			941
Restructuring charges		—			168
Total operating expenses		17,313			14,666
Operating income		3,017			1,318
Other income (expense):
Interest income (expense), net		143			(167	)
Other income (expense), net		(23	)		52
Total other income (expense), net		120			(115	)
Income before income taxes		3,137			1,203
Provision for income taxes		1,178			362
Net income	$	1,959		$	841
Net income per share available to common stockholders
Basic	$	0.08		$	0.03
Diluted	$	0.07		$	0.03
Weighted average shares outstanding:
Basic		25,527			25,310
Diluted		26,461			25,505

(In thousands, except per share data)

(Unaudited)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Net revenues	$	36,007		$	30,826		$	66,941		$	58,295
Cost of revenues		8,766			8,258			15,571			15,397

Gross profit		27,241			22,568			51,370			42,898

Operating expenses:
Selling, general and administrative		19,609			14,208			40,549			27,188
Panel expense		827			778			1,639			1,826
Depreciation and amortization		2,401			2,168			4,703			4,321
Research and development		1,430			1,004			2,562			2,136

Total operating expenses		24,267			18,158			49,453			35,471

Operating income		2,974			4,410			1,917			7,427

Other income (expense):
Interest income		442			134			826			279
Interest expense		—			(3	)		(2	)		(5	)
Gain (loss) on sales of marketable securities		—			277			(2	)		277
Other expense, net		(30	)		(6	)		(282	)		(29	)

Total other income, net		412			402			540			522

Income before income taxes		3,386			4,812			2,457			7,949
Provision for income taxes		1,301			1,712			485			2,890

Net income	$	2,085		$	3,100		$	1,972		$	5,059

Net income per share available to common stockholders:
Basic	$	0.08		$	0.12		$	0.07		$	0.20

Diluted	$	0.08		$	0.11		$	0.07		$	0.19

Weighted average shares outstanding:
Basic		26,324			25,702			26,320			25,615

Diluted		27,053			27,004			27,041			26,886

The accompanying notes are an integral part of these consolidated financial statements.

GREENFIELD ONLINE, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands) ~~(Unaudited)~~

					Additional										Accumulated Other			Total
	Common Stock				Paid-In		Treasury Stock					Accumulated			Comprehensive			Stockholders’			Comprehensive
	Shares		Amount		Capital		Shares		Amount			Deficit			Income (Loss)			Equity			Income
Balance at December 31, 2006		25,490	$	3	$	290,459		9	$	(131	)	$	(136,176	)	$	(4,534	)	$	149,621
Three months ended March 31, 2007:
Net income for the period													1,959						1,959		$	1,959
Impact of the adoption of FIN 48													(230	)					(230	)		—
Tax benefit from exercise of stock options						41													41			—
Issuance of shares related to the Employee Stock Purchase Plan		10		—		64													64			—
Exercise of stock options		97		—		631													631			—
Unrealized gain on available-for-sale securities, net of related income tax effects																110			110			110
Translation adjustments, net of related income tax effects																375			375			375
Comprehensive income																					$	2,444
Stock-based compensation						901													901
Balance at March 31, 2007		25,597	$	3	$	292,096		9	$	(131	)	$	(134,447	)	$	(4,049	)	$	153,472

(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.


															Accumulated
					Additional										Other			Total
	Common Stock				Paid-In		Treasury Stock					Accumulated			Comprehensive			Stockholders’			Comprehensive
	Shares		Amount		Capital		Shares		Amount			Deficit			Income			Equity			Income
Balance at December 31, 2007		26,307	$	3	$	299,334		9	$	(131	)	$	(123,465	)	$	677		$	176,418

Six months ended June 30, 2008:
Net income for the period													1,972						1,972		$	1,972
Issuance of shares related to the Employee Stock Purchase Plan		6		—		73													73			—
Exercise of stock options		16		—		71													71			—
Unrealized loss on available-for-sale securities, net of related income tax effects																(5	)		(5	)		(5	)
Translation adjustments, net of related income tax effects																4,381			4,381			4,381

Comprehensive income																					$	6,348

Stock-based compensation						1,788													1,788


Balance at June 30, 2008		26,329	$	3	$	301,266		9	$	(131	)	$	(121,493	)	$	5,053		$	184,698

The accompanying notes are an integral part of these Consolidated Financial Statements.

GREENFIELD ONLINE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS ~~(In thousands) (Unaudited)~~

	Three Months Ended
	March 31,
	2007			2006
Cash flows from operating activities:
Net income	$	1,959		$	841
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income tax benefit		(132	)		(237	)
Depreciation and amortization		2,941			3,066
Stock based compensation		901			582
Restructuring charges		—			168
Loss on disposal of property and equipment		—			24
Provision for doubtful accounts		65			44
Changes in assets and liabilities, net:
Accounts receivable		858			2,968
Deferred project costs		(91	)		194
Other current assets		(21	)		(223	)
Security deposits		26			477
Other long-term assets		—			(39	)
Accounts payable		(421	)		(536	)
Accrued expenses and other current liabilities		(619	)		(1,337	)
Payments of management change accrual		(108	)		(103	)
Payments of restructuring charges		—			(243	)
Income taxes payable		1,124			(435	)
Deferred project revenues		(108	)		(201	)
Net cash provided by operating activities		6,374			5,010
Cash flows from investing activities:
Purchases of marketable securities		(5,223	)		—
Proceeds from sale of property and equipment		—			2
Additions to property and equipment and intangibles		(1,709	)		(762	)
Net cash used in investing activities		(6,932	)		(760	)
Cash flows from financing activities:
Decrease in other long-term liabilities		(1	)		(26	)
Proceeds of options exercised		625			35
Proceeds of employee stock purchase plan		38			31
Excess tax deduction on stock option exercises		41			—
Principal payments under capital lease obligations		(9	)		(4,283	)
Net cash provided by (used in) financing activities		694			(4,243	)
Effect of exchange rate changes		62			137
Net increase in cash and cash equivalents		198			144
Cash and cash equivalents at beginning of the period		20,873			20,623
Cash and cash equivalents at end of the period	$	21,071		$	20,767
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	2		$	372
Income taxes		143			1,034
Supplemental Schedule of Non-cash Investing and Financing Activities:
Purchase of equipment and internal use software financed through capital lease obligations	$	—		$	263

(In thousands)

~~The accompanying notes are an integral part of these consolidated financial statements.~~ (Unaudited)


	Six Months Ended
	June 30,
	2008			2007
Cash flows from operating activities:
Net income	$	1,972		$	5,059
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income tax benefit		(4,668	)		(1,181	)
Depreciation and amortization		6,874			5,931
Litigation settlement charge, net		2,000			—
Stock based compensation		1,788			1,643
Loss (gain) on sales of marketable securities		2			(277	)
Loss on disposal of property and equipment		3			—
Provision for doubtful accounts		405			277
Changes in assets and liabilities, net:
Accounts receivable		2,676			67
Deferred project costs		(182	)		(243	)
Other current assets		51			(99	)
Security deposits		(73	)		174
Other long-term assets		(62	)		(97	)
Accounts payable		425			(271	)
Accrued expenses		(834	)		(296	)
Other current and long-term liabilities		(29	)		16
Payments of severance charges		(404	)		(219	)
Income taxes payable		(1,866	)		3,000
Deferred project revenues		37			180

Net cash provided by operating activities		8,115			13,664

Cash flows from investing activities:
Purchases of marketable securities		(34,847	)		(9,279	)
Sales of marketable securities		2,951			6,698
Proceeds from sale of property and equipment		—			1
Additions to property and equipment and intangibles		(4,447	)		(4,158	)

Net cash used in investing activities		(36,343	)		(6,738	)

Cash flows from financing activities:
Proceeds of options exercised		105			2,173
Proceeds of employee stock purchase plan		85			78
Excess tax deduction on stock option exercises		—			55
Principal payments under capital lease obligations		(7	)		(19	)
Other, net		(23	)		(12	)

Net cash provided by financing activities		160			2,275

Effect of exchange rate changes on cash and cash equivalents		1,531			911

Net (decrease) increase in cash and cash equivalents		(26,537	)		10,112
Cash and cash equivalents at beginning of the period		57,949			20,873

Cash and cash equivalents at end of the period	$	31,412		$	30,985

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	2		$	5
Income taxes		7,020			1,013

The accompanying notes are an integral part of these Consolidated Financial Statements.

GREENFIELD ONLINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ~~(Unaudited)~~

(Unaudited)

Note 1 —Basis of Presentation:

References herein to “we,” “us” or “our” refer to Greenfield Online, Inc. and its consolidated subsidiaries unless the context specifically requires otherwise.

~~Segment~~Basis ~~information~~of consolidation. ~~Our~~The ~~reportable~~accompanying ~~segments~~unaudited ~~are~~Consolidated ~~consistent~~Financial ~~with~~Statements ~~how we manage our business~~of ~~and~~Greenfield ~~view the markets we serve~~Online, Inc. Weand ~~view~~its ~~the~~wholly-owned ~~two~~subsidiaries ~~major~~have ~~geographic~~been ~~areas~~prepared in ~~which~~accordance ~~we operate, North~~with ~~America~~accounting ~~and~~principles ~~Europe~~generally ~~(including~~accepted ~~the~~in ~~rest of~~ the ~~world),~~United asStates ~~separate~~of ~~markets.~~America ~~Both~~for ~~the~~interim ~~North American~~financial information and ~~European~~in ~~operations~~compliance ~~derive~~with ~~revenues~~the ~~from~~rules ~~Internet survey solutions~~ and inregulations ~~addition,~~of the ~~European~~ ~~operations~~Securities ~~include~~and anExchange Commission. ~~online~~All ~~comparison~~significant ~~shopping~~intercompany ~~business.~~accounts ~~Therefore,~~and wetransactions have ~~three reportable~~been ~~segments:~~eliminated ~~North~~in consolidation. ~~American Internet survey solutions~~Accordingly, ~~which~~these ~~operates~~Consolidated ~~through~~Financial ~~Greenfield Online,~~Statements ~~Inc.~~do ~~and~~not ~~its~~include ~~consolidated~~all ~~subsidiaries,~~of ~~Ciao~~the information ~~Internet survey solutions,~~ and ~~Ciao~~footnotes ~~comparison shopping.~~required ~~Both~~by ~~Ciao~~accounting ~~segments~~principles ~~operate~~generally accepted in ~~Europe and~~ the ~~rest~~United States of ~~the~~America ~~world~~for ~~through~~complete ~~Ciao~~financial ~~and its consolidated subsidiaries~~statements. ~~Revenue~~In ~~transactions~~the ~~between~~opinion ~~segments~~of ~~are~~management, ~~recorded~~these ~~at amounts similar to~~Consolidated ~~those~~Financial ~~charged~~Statements toreflect ~~our~~all ~~large~~adjustments, ~~clients.~~consisting ~~These~~of ~~inter-segment~~normal ~~transactions~~recurring ~~are~~adjustments ~~eliminated in~~necessary ~~consolidation.~~to Wepresent ~~manage~~fairly ~~our~~these ~~businesses~~Consolidated ~~separately~~Financial inStatements. ~~North~~Operating ~~America~~results ~~and~~for ~~Europe,~~any ~~and~~interim ~~allocate our~~period ~~European~~are ~~business~~not ~~between~~necessarily ~~the~~indicative ~~Internet~~of ~~survey~~the ~~solutions~~results ~~and~~that ~~comparison~~may ~~shopping~~be ~~businesses,~~expected ~~as components~~for ofthe anfull ~~enterprise~~year. ~~about~~These Consolidated ~~which~~Financial ~~separate~~Statements ~~information~~should isbe ~~available~~read ~~that~~in isconjunction ~~evaluated regularly~~with by the ~~chief~~Consolidated ~~operating~~Financial Statements ~~decision~~and ~~maker,~~related ornotes ~~decision-making~~included ~~group,~~ in ~~deciding~~our ~~how~~Annual ~~to allocate~~Report ~~resources~~on ~~and~~Form ~~assess~~10-K ~~performance.~~for ~~Financial~~the ~~information~~year ~~about~~ended ~~our reportable segments is~~December ~~included~~31, ~~in Note 10~~2007.

~~Basis of consolidation~~Reclassifications. ~~The~~Certain ~~accompanying~~prior ~~unaudited~~period ~~consolidated~~amounts ~~financial statements of Greenfield Online, Inc. and its wholly-owned subsidiaries~~ have been ~~prepared~~reclassified into ~~accordance~~conform with ~~accounting~~ ~~principles generally accepted in~~ the ~~United States of America for interim financial~~ ~~information~~current and in compliance with the rules and regulations of the Securities and Exchange Commission. All significant intercompany accounts and transactions have been eliminated in consolidation. Accordingly, these financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, these financial statements reflect all adjustments, consisting of normal recurring adjustments necessary to present fairly these financial statements. Operating results for any interim period ~~are not necessarily indicative of the results that may be expected for the full year~~presentation. ~~These financial statements should be read in conjunction~~ ~~with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2006.~~

Reclassifications. Certain prior period amounts have been reclassified to conform to the current period’s presentation.

Note 2 — Summary of Significant Accounting Policies:

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission and the instructions to Form 10-Q. The accounting policies we follow are set forth in our Annual Report on Form 10-K for the year ended December 31, ~~2006~~2007, which was filed on March 1617, ~~2007~~2008, and have not materially changed~~, except as updated below~~.

~~Stock-Based~~Concentration ~~Compensation~~of Credit Risk. OnFinancial ~~January 1~~instruments, ~~2006,~~which wepotentially ~~adopted~~subject ~~Statement~~us to concentrations of ~~Financial Accounting~~credit ~~Standards~~risk, Noconsist principally of trade accounts receivable. ~~123~~ ~~(revised~~We ~~2004),~~periodically review ~~“Share-Based~~our ~~Payment,”~~accounts ~~(“SFAS~~receivable ~~123(R)”)~~for ~~using~~collectibility and provide for an allowance for doubtful accounts to the extent that such amounts are not expected to be collected. In our North American ~~modified~~and ~~prospective~~Ciao ~~method,~~Internet ~~which~~survey ~~requires~~solutions ~~the~~segments, ~~measurement~~many of ~~compensation~~our ~~cost~~top ~~for~~10 ~~all~~clients operate through numerous ~~share-based~~subsidiaries, ~~payment~~affiliates ~~awards~~or atdivisions ~~fair~~that ~~value~~we oncall customers and with which we have separate business relationships. For the ~~date~~three ofand ~~grant~~six months ended June 30, 2008, Google, Inc., accounted for approximately 10% and ~~the~~11%, ~~recognition~~respectively, of ~~compensation~~our consolidated net revenues. No single client ~~expense~~accounted ~~over~~for ~~the~~more ~~service~~than ~~period~~10% of our North American Internet survey solutions segment net revenues for ~~awards~~the ~~expected~~three toand ~~vest~~six months ended June 30, 2008. ~~SFAS~~One ~~123~~client, Taylor Nelson Sofres, Plc (R“TNS”), operating ~~superseded~~through ~~our~~20 ~~previous~~separate customers, accounted for approximately 15% and 14%, respectively, of ~~accounting~~our ~~under~~Ciao ~~Accounting~~Internet ~~Principles~~survey ~~Board~~solutions ~~Opinion~~segment Nonet revenues for the three and six months ended June 30, 2008. 25One ~~“Accounting~~client, Google, Inc. accounted for ~~Stock~~approximately ~~Issued~~33% toof our Ciao comparison shopping ~~Employees”~~segment ~~(“APB~~net ~~25”)~~revenues for the three and six months ended June 30, 2008.

Investments in Marketable Securities. As of June 30, 2008 and December 31, 2007, we had $33.4 million and zero, respectively in investments in certain marketable securities with original maturities greater than 90 days, which were invested in U.S. Treasury securities and German Federal Government debt securities in Europe. These securities are classified as available-for-sale securities in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 115 “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS 115”) and accordingly, they are carried at fair value. All unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss), net of the related tax effects and included within stockholders’ equity.

~~SFAS~~The ~~123(R)~~table ~~requires~~below ~~companies~~provides ~~to estimate~~ the fair value of ~~share-based~~Investments ~~payment awards on the grant date using an option-pricing model. We estimate the grant date fair value of an option award using the Black-Scholes option pricing model~~ in ~~accordance~~Marketable ~~with the provisions of SFAS 123(R) and~~ Securities ~~and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 107 “Share-Based Payment”~~as ~~(“SAB 107”). Prior to the adoption of SFAS 123(R), we accounted~~ available-for ~~share~~-~~based~~sale ~~payment~~securities ~~awards~~by totype ~~employees and directors using the intrinsic value method in accordance with APB 25~~ as ~~allowed under Statement~~ of ~~Financial~~June 30, ~~Accounting~~2008 ~~Standards No. 123 “Accounting for Stock-Based Compensation”~~ (~~“SFAS~~in ~~123”~~thousands)~~. Under the intrinsic value method we~~: recognized share-based compensation expense related to stock options granted to our employees and directors to the extent the exercise price of such stock options granted prior to our initial public offering was less than the fair value of the underlying stock on the date of grant.

Share-based compensation expense recognized during the three months ended March 31, 2007 and 2006 was $901,000 and $582,000, respectively, and is related to our stock option awards and our 2004 Employee Stock Purchase Plan (the “Stock Purchase Plan”). Share-based compensation expense is recognized in our consolidated financial statements as expense over the requisite service periods based on the value of the portion of share-based payment awards that is ultimately expected to vest. SFAS 123(R) requires forfeitures to be estimated at the time of grant in order to estimate the amount of share-based awards that will ultimately vest. The forfeiture rate is based on historical rates, and will be adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from previous estimates. Share-based compensation expense recognized in our consolidated statements of income for the three months ended March 31, 2007 and 2006 includes: (i) compensation expense for share-based payment awards granted prior to, but not yet vested as of December 31, 2005, based on the grant-date fair value estimated in accordance with the pro forma provisions of SFAS 123; and (ii) compensation expense for the share-based payment awards granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123(R). As share-based compensation expense recognized in our consolidated statements of income for the three months ended March 31, 2007 and 2006 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Prior to the adoption of SFAS 123(R), we accounted for forfeitures as they occurred, rather than using an estimate at the grant date and subsequently adjusting the estimated forfeitures to reflect actual forfeitures. See “Note 9 — Stock-Based Compensation.”


	June 30,		December 31,
	2008		2007
U. S. Treasury Securities	$	4,959	$	—
German Federal Government Debt Securities		28,438		—

Fair value	$	33,397	$	—

Panelist Incentives. Our panelists receive incentives for participating in our surveys, which are earned by the panelist when we receive a timely survey response. A panelist has the right to claim his or her incentive payment from us at any time prior to its expiration, which ~~has~~is ~~been~~now generally ~~one year. In February 2006, we lowered the expiration threshold from one year to~~ six months. ~~In our North American Internet survey solutions segment, we accrue incentives as incurred, and reverse expirations to the statements~~ of ~~income~~continuous ~~as the expirations occur~~inactivity. InWe ~~our~~accrue ~~Ciao Internet survey solutions segment, accrued~~ incentives ~~are recorded~~ net of estimated expirations. ~~For the~~ ~~three~~We ~~months~~utilize ~~ended March 31, 2007 and 2006, we reversed~~ a ~~portion~~mix of ~~the~~both ~~panelist~~direct-cash ~~incentives accrual by the amounts of $513,000~~ and ~~$776,000,~~prize-based ~~respectively~~incentives, towhereby ~~record~~ the ~~expirations~~respondent ofis ~~the~~entered ~~incentives.~~into ~~Unclaimed~~a ~~incentives~~drawing ~~represented~~with ~~approximately~~a ~~22%~~chance ~~and~~to ~~37%~~win ofa ~~total~~larger ~~incentives~~cash ~~accrued for the three months ended March 31, 2007 and 2006, respectively~~prize.

~~Concentration~~Recently ofIssued ~~Credit~~Accounting ~~Risk. Financial instruments, which potentially subject us to~~Pronouncements concentrations of credit risk, consist principally of trade accounts receivable. We periodically review our accounts receivable for collectibility and provide for an allowance for doubtful accounts to the extent that such amounts are not expected to be collected. In our North American and Ciao Internet survey solutions segments, many of our top 10 clients operate through numerous subsidiaries, affiliates or divisions that we call customers and with which we have separate business relationships. For the three months ended March 31, 2007, no single client accounted for more than 10% of our consolidated net revenues. One client, GfK-AG (“GfK”), operating through six separate customers, accounted for approximately 10% of our North American Internet survey solutions third-party segment revenues. Two clients, Taylor Nelson Sofres, Plc (“TNS”), operating through 17 separate customers, and Buckingham Research Associates accounted for approximately 12% and 11%, respectively of our Ciao Internet survey solutions third-party segment revenues. Two clients, Google, Inc. and eBay, Inc., accounted for approximately 23% and 21%, respectively, of our Ciao comparison shopping segment revenues.

~~Accounts~~Business ~~Receivable Allowances~~Combinations. In ~~Accounts~~December 2007, ~~receivable~~the ~~allowances~~Financial ~~are~~Accounting ~~comprised~~Standards Board (“FASB”) issued Statement of anFinancial ~~allowance~~Accounting Standards (“SFAS”) No. 141 (revised 2007), “Business ~~for~~Combinations” ~~doubtful~~(“SFAS 141(R)”), ~~accounts~~which ~~and~~significantly ~~allowances~~changes the accounting for ~~customer~~business combinations. ~~credits~~Under SFAS 141(R), ~~including~~an ~~volume~~acquiring ~~rebates~~entity will be required to ~~certain~~recognize ofall the assets ~~our~~acquired ~~larger~~and ~~customers~~liabilities assumed in a transaction at the acquisition date at fair value with limited exceptions. ~~Volume~~SFAS ~~rebate~~141(R) ~~allowances~~changes ~~are~~the ~~accrued~~accounting ~~based~~treatment ~~upon~~for ~~estimated~~certain ~~volume~~specific ~~rebates~~items, including; to(i) acquisition costs generally will be expensed as incurred, (ii) acquired contingent liabilities, including certain contingent consideration (or earn-out) arrangements, will be recorded ~~earned~~at fair value at the acquisition date, (iii) in-process ~~connection~~research and development (“IPRD”) will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date, (iv) restructuring costs associated with ~~client~~a ~~contracts.~~business ~~The~~combination ~~allowance~~generally ~~for~~will ~~doubtful~~be ~~accounts~~expensed subsequent isto ~~determined~~the acquisition date, and (v) changes in deferred tax asset valuation allowances and ~~principally~~income ontax uncertainties made after the ~~basis~~acquisition date generally will be recorded as a component of ~~past~~income ~~collection~~tax ~~experience~~expense. ~~applied~~SFAS 141(R) applies prospectively to ~~ongoing~~business ~~evaluations~~combinations offor which the acquisition date is on or after January 1, 2009 for us. SFAS 141(R) may not be applied before that date. We are currently evaluating the impacts that SFAS 141(R) will have on our Consolidated ~~receivables~~Financial Statements and ~~evaluations~~believe ofthat the ~~risks~~adoption of ~~default~~this statement will not have a material effect on ~~payment.~~our ~~During~~financial ~~the~~condition, ~~three~~results ~~months~~of operations or cash flows.

Noncontrolling Interests. In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51” (“SFAS 160”), which establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. More specifically, SFAS 160 requires the recognition of noncontrolling interests (minority interests) as equity in the Consolidated Financial Statements and separate from the parent’s equity. The amount of net income attributable to noncontrolling interests will be included in consolidated net income on the face of the statement of operations. SFAS 160 clarifies that changes in a parent’s ownership interest in a subsidiary that does not result in a deconsolidation are treated as equity transactions if the parent retains its controlling financial interest. In addition, SFAS 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such a gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. SFAS 160 also includes expanded disclosure requirements regarding interests of the parent and its noncontrolling interest. SFAS 160 is effective for us beginning January 1, 2009, with early adoption prohibited. We are currently evaluating the impacts that SFAS 160 will have on our Consolidated Financial Statements and believe that the adoption of this statement will not have a material effect on our financial condition, results of operations or cash flows.

Fair Value Measurements. We adopted the provisions of SFAS No. 157 “Fair Value Measurements” (“SFAS 157”) on January 1, 2008. SFAS 157 defines fair value, establishes a framework or hierarchy for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 is applicable whenever another accounting pronouncement requires or permits assets and liabilities to be measured at fair value. SFAS 157 does not require any new fair value measurements, but provides guidance relating to methods used to measure fair value and expands disclosures about fair values, which should result in increased

~~ended~~consistency ~~March 31,~~and ~~2007~~comparability ~~and~~in ~~2006~~fair value measures. In February 2008, wethe ~~recorded~~FASB ~~provisions~~decided ~~for~~that an ~~doubtful~~entity ~~accounts~~need not apply this standard to nonfinancial assets and ~~customer~~liabilities ~~credits~~that are recognized or disclosed at fair value in the Consolidated Financial Statements on a nonrecurring basis until 2009. Accordingly, our adoption of ~~$472~~this standard on January 1,~~000~~ 2008 was limited to financial assets and ~~$329~~liabilities,~~000~~ which relate to our Investments in Marketable Securities. The adoption of SFAS 157 did not have a material effect on our financial condition, ~~respectively~~results of operations or cash flows. We are still in the process of evaluating this standard with respect to its effect on nonfinancial assets and liabilities and therefore have not yet determined the impact that it will have on our Consolidated Financial Statements upon full adoption in 2009.

~~Goodwill~~Fair ~~and~~Value ~~Other~~Option ~~Intangible~~for Financial Assets and Financial Liabilities. On WeJanuary 1, ~~allocated~~2008, ~~the~~we adopted ~~cost~~SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of ~~acquisitions~~FASB Statement No. 115” (“SFAS 159”), which provides entities with an option to ~~the~~report ~~net~~selected financial assets and ~~identifiable~~liabilities ~~intangible~~at ~~assets~~fair ~~acquired,~~value. ~~based~~Entities that onelect ~~their~~the fair ~~values~~value atoption ~~the~~will ~~time~~report ofunrealized ~~the~~gains and losses in earnings at each ~~acquisition,~~subsequent ~~which~~reporting ~~included~~date. ~~“Panel~~The ~~Members”,~~fair ~~“Customer~~value ~~Relations”~~option may be elected on an instrument by instrument basis, ~~“Domain~~with ~~Names~~few exceptions. SFAS 159 also establishes presentation and ~~Service~~disclosure requirements ~~Marks”,~~designed ~~“Non-competition~~to ~~Agreements”,~~facilitate ~~“Affiliate~~comparisons ~~Network”,~~between entities that choose different measurement attributes ~~“Backlog”,~~for similar types of assets and ~~“Software”~~liabilities. ~~These~~The ~~assets~~adoption ~~are~~of ~~being~~SFAS 159 ~~amortized~~did onnot have a ~~straight-line~~material effect ~~basis~~on ~~over~~our ~~the estimated~~financial ~~useful~~condition, ~~lives~~results of ~~the~~operations ~~related~~or ~~assets~~cash flows as ~~more~~we ~~fully~~did ~~discussed~~not inelect ~~Note~~this fair 7value option, nor is it expected to have a material impact on future periods as the election of this option for our financial instruments is expected to be limited.

~~Certain~~ Determination of ~~these~~Useful ~~acquisitions~~Life ~~resulted in the allocation~~ of aIntangible ~~portion of the purchase price to goodwill~~Assets. ~~Goodwill~~In ~~represents~~April ~~the~~2008, ~~excess purchase price over~~ the ~~fair values of the net assets and~~FASB ~~identifiable~~issued ~~intangible~~Staff ~~assets~~Position ~~acquired in a business combination. In accordance with the provisions of Statement of Financial Accounting Standards~~ No. FAS 142-3, “~~Goodwill~~Determination ~~and~~of Useful ~~Other~~Life of Intangible Assets” (“~~SFAS~~ FSP FAS 142-3”),. weFSP doFAS 142-3 ~~not~~amends ~~amortize~~the ~~goodwill,~~factors ~~but~~that should ~~instead~~be itconsidered ~~is tested for impairment when changes~~ in ~~circumstances~~developing ~~indicate~~renewal ~~that~~or anextension ~~impairment may exist, and at least on an annual basis. In~~assumptions ~~performing~~used ~~the~~to ~~annual~~determine ~~impairment test, we compare~~ the ~~fair~~useful ~~value~~life of ~~our~~a ~~reporting~~recognized ~~unit~~intangible ~~with~~asset ~~its~~under ~~carrying~~FASB ~~value,~~Statement ~~including goodwill~~No. 142, ~~Our~~“Goodwill ~~reporting units are our operating segments as these represent the lowest level for which discrete financial information is prepared~~ and ~~reviewed~~Other byIntangible ~~management~~Assets.” InFSP ~~the~~FAS 142-3 ~~event~~also ~~that~~requires aexpanded ~~reporting unit’s carrying amount exceeds its fair value, we would~~disclosures ~~record~~related ~~an adjustment~~ to the ~~respective~~determination ~~reporting unit’s goodwill for the difference between the implied fair value~~ of ~~goodwill~~intangible ~~and~~asset ~~the~~useful ~~carrying value~~lives. ~~Our primary measure of fair value is based~~This onstandard ~~discounted~~applies ~~cash~~prospectively ~~flows. The measurement of fair value and any resulting impairment requires management~~ to ~~make~~intangible ~~estimates of these cash flows related to goodwill and long-lived~~ assets asacquired ~~well~~and/or asrecognized ~~other~~on ~~fair~~or ~~value~~after ~~determinations~~January 1, 2009. We ~~elected~~are ~~to perform our annual analysis of goodwill during~~currently evaluating the ~~fourth~~potential ~~quarter~~impact of ~~each year, and we update our analysis whenever events or changes in circumstances suggest that~~ the ~~carrying~~adoption ~~amount may not be recoverable. As~~ of ~~October 31,~~this ~~2006,~~standard ~~our~~on ~~annual impairment test date, we determined that we did not have an impairment of goodwill as the fair value exceeded~~ our ~~carrying~~financial ~~value.~~condition ~~Additionally,~~and noresults ~~indicators~~ of ~~impairment were identified during the three months ended March 31, 2007~~operations.

Use of Estimates. The preparation of these consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant assumptions and estimates relate to the determination of accrued expenses, liabilities for panelist incentives and stock-based compensation, certain asset valuations including deferred tax asset valuations, allowance for doubtful accounts and the useful lives of property and equipment and internal use software. Future events and their effects cannot be predicted with certainty. Accordingly, our accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of our consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements

Fair Value Measurements. In September 2006, the FASB released SFAS No. 157 “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements, but provides guidance relating to methods used to measure fair value and expands disclosures about fair values, which should result in increased consistency and comparability in fair value measures. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, with early adoption being permitted. We believe that the adoption of this statement will not have a material effect on our financial condition, results of operations or cash flows.

Fair Value Option for Financial Assets and Financial Liabilities. In February 2007, the FASB released SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115” (“SFAS 159”), which provides entities with an option to report selected financial assets and liabilities at fair value. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007. We are currently evaluating the impact that SFAS 159 will have on our consolidated financial statements.

Note 3 — Earnings Per Share:

Net Income per Share. We report net income per share in accordance with ~~Statement~~SFAS ~~of Financial Accounting Standards~~ No. 128 “Earnings per Share” (“SFAS 128”). Under SFAS 128, basic earnings per share, which excludes dilution, is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could be exercised or converted into common shares, and is computed by dividing net income or loss available to common stockholders by the weighted average of common shares outstanding plus the potentially dilutive common shares. Diluted earnings per share includes in-the-money stock options using the treasury stock method. During a loss period, the assumed exercise of in-the-money stock options has an anti-dilutive effect and therefore, these instruments are excluded from the computation of dilutive earnings per share. Out-of-the-money weighted average potential common shares of approximately ~~733,000~~1.9 million and 21.78 million, respectively for the three and six months ended ~~March~~June 3130, ~~2007~~2008 and ~~2006~~116, 000 and 223,000, respectively for the three and six months ended June 30, 2007, were excluded from the computation of diluted earnings per share, as they would be anti-dilutive.

The following is a reconciliation of weighted average basic number of common shares outstanding to weighted average diluted number of common and common stock equivalent shares outstanding (in thousands):

	Three Months				Six Months
	Ended				Ended
	March 31,
	June 30,				June 30,
	2007		2006
	2008		2007		2008		2007
Weighted average number of common and potential common shares outstanding:
Basic number of common shares outstanding		2526,~~527~~324		25,~~310~~702		26,320		25,615
Dilutive effect of stock option grants and the employee stock purchase plan		~~934~~729		~~195~~1,302		721		1,271
Diluted number of common and potential common shares outstanding		2627,~~461~~053		2527,~~505~~004		27,041		26,886

Note 4 — Accumulated Other Comprehensive Income ~~(Loss)~~:

Accumulated Other Comprehensive Income (~~Loss) (~~“AOCI”) is comprised of various items, that ~~affect~~ affect equity and result from recognized transactions and other economic events, other than ~~transactions~~ transactions with owners in their capacity as owners. AOCI consists of the following at ~~March 31~~June 30, ~~2007~~2008 and ~~December~~ December 31, ~~2006~~2007 (in thousands):

	March 31,			December 31,
	2007			2006
Cumulative translation adjustment	$	(4,324	)	$	(4,699	)
Unrealized gain on available-for-sale securities, net of deferred taxes of $190 and $114 at March 31, 2007 and December 31, 2006, respectively		275			165
Total accumulated other comprehensive loss	$	(4,049	)	$	(4,534	)

Note 5 — Prepaid Expenses and Other Current Assets:

Prepaid expenses and other current assets consisted of the following at March 31, 2007 and December 31, 2006 (in thousands):

	March 31,		December 31,
	2007		2006
Prepaid maintenance and license contracts	$	283	$	273
Prepaid expenses		647		387
Prepaid insurance		322		461
Deferred project costs		189		97
Prepaid and refundable taxes		125		168
Other		181		164
Total prepaid expenses and other current assets	$	1,747	$	1,550


	June 30,			December 31,
	2008			2007
Cumulative translation adjustment	$	5,058		$	677
Unrealized loss on available-for-sale securities, net of deferred taxes of $1 at June 30, 2008		(5	)		—

Total accumulated other comprehensive income	$	5,053		$	677

Note 5 — Prepaid Expenses and Other Current Assets:

Prepaid expenses and other current assets consist of the following at June 30, 2008 and December 31, 2007 (in thousands):


	June 30,		December 31,
	2008		2007
Prepaid maintenance and license contracts	$	403	$	414
Prepaid expenses		732		685
Prepaid insurance		189		497
Deferred project costs		249		66
Prepaid and refundable taxes		885		711
Interest receivable		1,237		1,286
Insurance reimbursement receivable *		2,000		—
Other		210		248

Total prepaid expenses and other current assets	$	5,905	$	3,907


*		Represents the contribution of our insurance carrier to the settlement amount to be made 30 days after the preliminary approval by the court of the Stipulation of Settlement (Note 12).

Note 6 — Property and Equipment, net:

Property and equipment, net ~~consisted~~consists of the following at ~~March~~June 3130, ~~2007~~2008 and December 31, 2007 ~~2006~~ (in thousands):

	Estimated
	Useful			~~March~~June 3130,			December 31,
	Life-Years			~~2007~~2008			~~2006~~2007
Computer and data processing equipment		2 – 4		$	14,~~729~~747		$	1413,~~070~~302
Leasehold improvements		2 – 5	*		12,~~971~~542			12,~~872~~445
Furniture and fixtures		7-8			2,~~603~~697			2,~~595~~597
Telephone systems		4-5			1,121			1,121
Telephone system		4-5			1,121			1,123
Automobile(s)		4			43			43
Automobile		4			14			14
					20,467			19,701
					21,121			19,481
Less: Accumulated depreciation					(14,~~144~~213	)		(1312,~~254~~267	)
Property and equipment, net				$	6,~~323~~908		$	67,~~447~~214


*		Lesser of the estimated life of the asset or the life of the underlying lease.

Depreciation expense amounted to $~~874~~871,000 and $1.48 million, respectively for the three and six months ended ~~March 31~~June 30, ~~2007~~2008 and ~~2006~~$868,000 and $1.7 million, respectively for the three and six months ended June 30, 2007, including ~~amounts~~assets recorded under capital leases. ~~Disposals~~The net book value of disposals of property and equipment were immaterial for all periods presented.

In March 2006, we repaid all of our capital lease obligations associated with assets under capital leases from Somerset Capital, Ltd. (“Somerset Capital”) with a principal balance of approximately $3.8 ~~million. The remaining assets under capital lease as of March 31, 2007 are the~~ ~~result of the remaining obligations obtained from our acquisition of Zing Wireless, Inc. (“goZing”) in February 2005.~~

IncludedTable inof property and equipment above are assets acquired under capital leases, which are summarized below at March 31, 2007 and December 31, 2006 (in thousands): Contents

	March 31,			December 31,
	2007			2006
Computer and data processing equipment	$	50		$	50
Less: Accumulated depreciation		(43	)		(38	)
Assets under capital leases, net	$	7		$	12

Note 7 — Goodwill and Other Intangible Assets:

Goodwill

Goodwill represents the excess purchase price over the fair values of the net assets and identifiable intangible assets acquired in a business combination. We allocated the goodwill previously reported in our European segment to the Ciao Internet survey solutions segment and the Ciao comparison shopping segment based on an independent fair value review as of December 31, 2005. In accordance with the provisions of ~~SFAS~~Statement ~~142, we conducted our annual review as~~ of ~~October 31, 2006.~~Financial Weaccounting ~~determined~~Standards ~~the fair value of our goodwill by discounting the cash flow projections at a 16~~No.5% 142 ~~discount~~“Goodwill ~~rate for our market research segments~~ and ~~17.0%~~Other ~~discount rate for our comparison~~Intangible ~~shopping~~Assets” ~~segment~~(“SFAS 142”), ~~reflecting~~we aconduct ~~risk-adjusted weighted average cost of capital. The results of~~ our ~~analysis~~ ~~indicated~~reviews ~~that~~annually ~~the~~as ~~fair value~~ of ~~goodwill exceeded the carrying value and therefore, goodwill was not impaired for the year ended December~~October 31~~, 2006~~. ~~As of March 31, 2007, we are not aware of any circumstances that would indicate an impairment may exist.~~

The following table summarizes the changes in the carrying value of goodwill by operating segment for the six months ended June 30, 2008 (in thousands):


			Europe
			Ciao
			Internet		Ciao
	North		Survey		Comparison
Goodwill	America		Solutions		Shopping		Total
Balance as of December 31, 2007	$	31,153	$	10,475	$	32,956	$	74,584
Foreign currency translation adjustment		—		760		2,393		3,153

Balance as of June 30, 2008	$	31,153	$	11,235	$	35,349	$	77,737

Other Intangible Assets

Other intangible assets consist of the following at June 30, 2008 and December 31, 2007 (in thousands):


			As of June 30, 2008						As of December 31, 2007
	Estimated		Gross						Gross
	Useful		Carrying		Accumulated		Net		Carrying		Accumulated		Net
	Life-Years		Cost		Amortization		Amount		Cost		Amortization		Amount
Internal use software		2-3	$	14,600	$	6,710	$	7,890	$	11,800	$	4,845	$	6,955
Other software acquired		0.42		159		159		—		159		159		—
Panel members		3-4		7,104		6,304		800		6,986		5,295		1,691
Affiliate network		3		347		347		—		347		333		14
Customer relationships		5		8,990		5,897		3,093		8,455		4,707		3,748
Non-competition agreements		2.75-3		610		610		—		2,806		2,789		17
Domain names and service marks		5-10		8,574		5,383		3,191		8,025		4,243		3,782

Other intangible assets, net			$	40,384	$	25,410	$	14,974	$	38,578	$	22,371	$	16,207

We have capitalized internal use software costs associated with the development and management of our panelist database and survey responses for our Internet survey solutions business and consumer reviews, enhanced search capabilities and product catalog management for our comparison shopping business. During the three and six months ended June 30, 2008, we capitalized to internal use software approximately $1.6 million and $3.2 million, respectively. During the three and six months ended June 30, 2007, we capitalized to internal use software approximately $1.3 million and $2.3 million, respectively.

Amortization of internal use software amounted to $1.4 million and $2.5 million, respectively for the three and six months ended June 30, 2008 and $669,000 and $1.3 million, respectively for the three and six months ended June 30, 2007. For the three and six months ended June 30, 2008, $700,000 and $1.3 million, respectively is included in cost of revenues and $670,000 and $1.2 million, respectively is included in depreciation and amortization in the consolidated statements of income. For the three and six months ended June 30, 2007, $375,000 and $719,000, respectively is included in cost of revenues and $294,000 and $604,000, respectively, is included in depreciation and amortization in the consolidated statements of income.

Amortization of other intangible assets (excluding internal use software) amounted to $1.3 million and $2.6 million, respectively for the three and six months ended June 30, 2008 and $1.5 million and $2.9 million, respectively for the three and six months ended June 30, 2007. For the three and six months ended June 30, 2008, $463,000 and $921,000, respectively is included in panel expense, and $860,000 and $1.7 million, respectively is included in depreciation and amortization in the consolidated statements of income. For the three and six months

~~The~~ended ~~following~~June 30, 2007, ~~table~~$448,000 ~~summarizes~~and ~~the~~$891,000, ~~changes~~respectively is included as panel expense, and $1.0 million and $2.0 million, respectively, is included in depreciation and amortization in the ~~carrying~~consolidated statements of income. During the six months ended June 30, 2008, we wrote off non-competition agreements with a zero net book value and a cost of ~~goodwill~~$2.3 million byas ~~operating segment~~this ~~for~~has been fully amortized. During the ~~three~~six months ended ~~March~~June 3130, 2007, ~~(in~~we ~~thousands):~~wrote off acquired backlog with a net book value of zero and a cost of $447,000 as this acquired backlog has been fully amortized.

			Europe
			Ciao Internet			Ciao
			Survey			Comparison
Goodwill	North America		Solutions			Shopping		Total
Balance as of December 31, 2006	$	31,153	$	9,450		$	29,546	$	70,149
Goodwill adjustment*		—		(59	)		—		(59	)
Foreign currency translation adjustment		—		94			297		391
Balance as of March 31,2007	$	31,153	$	9,485		$	29,843	$	70,481

The weighted average remaining life for intangible assets at June 30, 2008 was approximately 1.3 years and amortization expense for the six months ended June 30, 2008 was $5.1 million. Estimated amortization expense for each of the five succeeding years is as follows (in thousands):

* Goodwill associated with the Ciao acquisition has been adjusted by $59,000 to reflect an increase in our foreign deferred tax assets associated with NOLs acquired as a result of our Ciao acquisition.


	Amount
For the remaining six months ending December 31, 2008	$	5,296
2009	$	7,773
2010	$	1,702
2011	$	53
2012	$	53
2013	$	52

Other Intangible Assets

Other intangible assets consists of the following at March 31, 2007 and December 31, 2006 (in thousands):

			As of March 31, 2007						As of December 31, 2006
	Estimated		Gross						Gross
	Useful		Carrying		Accumulated		Net		Carrying		Accumulated		Net
	Life-Years		Cost		Amortization		Amount		Cost		Amortization		Amount
Internal use software		2-3	$	6,517	$	2,777	$	3,740	$	5,521	$	2,117	$	3,404
Other software acquired		0.42		159		159		—		159		159		—
Panel members		3-4		6,833		3,850		2,983		6,819		3,399		3,420
Backlog		0.25		—		—		—		447		447		—
Affiliate network		3		347		246		101		347		217		130
Customer relationships		5		7,760		3,166		4,594		7,694		2,761		4,933
Non-competition agreements		2.75-3		2,598		1,887		711		2,578		1,652		926
Domain names and service marks		5-10		7,310		2,786		4,524		7,242		2,411		4,831
Other intangible assets, net			$	31,524	$	14,871	$	16,653	$	30,807	$	13,163	$	17,644

We have capitalized costs associated with the development and management of our panelist database and internal use software. During the three months ended March 31, 2007 and 2006, we capitalized to internal use software approximately $1.0 million and $0.4 million, respectively.

Amortization of internal use software amounted to $654,000 and $306,000 for the three months ended March 31, 2007 and 2006, respectively. For the three months ended March 31, 2007, $344,000 is included in cost of revenues and $310,000 is included in depreciation and amortization in the consolidated statements of income. For the three months ended March 31, 2006, $278,000 is included in cost of revenues and $28,000 is included in depreciation and amortization in the consolidated statements of income.

Amortization of other intangible assets (excluding internal use software) amounted to $1.4 million for each of the three months ended March 31, 2007 and 2006. For the three months ended March 31, 2007, $443,000 is included in panel acquisition, and $970,000 is included in depreciation and amortization in the consolidated statements of income. For the three months ended March 31, 2006, $472,000 is included as panel asset amortization, and $900,000 is included in depreciation and amortization in the consolidated statements of income. During 2007, we wrote off acquired backlog with a net book value of zero and a cost of $447,000 as this acquired backlog has been fully amortized.

The weighted average remaining life for intangible assets at March 31, 2007 was approximately 2.2 years and amortization expense for the three months ended March 31, 2007 was $2.1 million. Estimated amortization expense for each of the five succeeding years is as follows (in thousands):

	Amount
For the remaining nine months ended December 31, 2007	$	6,253
2008	$	6,068
2009	$	3,284
2010	$	849
2011	$	52
2012	$	52

Note 8 — Accrued Expenses and Other Current Liabilities:

Accrued expenses and other current liabilities ~~consisted~~consist of the following at ~~March~~June 3130, ~~2007 and~~2008 and December 31, ~~2006~~2007 (in thousands):

	March 31,		December 31,
	June 30,		December 31,
	2007		2006
	2008		2007
Accrued payroll, bonus and commissions	$	34,~~922~~666	$	46,~~710~~573
Panelist incentives		5,126		4,905
Panelist and respondent incentives		5,232		6,019
Accrued panel costs		83		212
Real-Time Sampling accruals		265		359
Accrued management change costs		211		319
Accrued panel costs		57		46
Non-income tax accruals		1,279		1,387
Accrued management change and severance costs		236		460
Software license liability		249		332
Non-income tax accruals		1,319		1,458
Accrued audit and tax costs		363		717
Software license liability		185		349
Outside sample accruals		872		643
Accrued search engine marketing and advertising costs		359		295
Real-Time Sampling accruals		308		187
Accrued audit and tax costs		585		665
Other		2,038		1,729
Outside sample accruals		1,580		951
Total accrued expenses and other current liabilities	$	14,451	$	15,141
Accrued legal and investigation costs		418		130
Accrued litigation settlement charge (Note 12)		4,000		—
Accrued costs associated with the proposed merger		1,397		—
Other		1,991		1,512
Total accrued expenses and other current liabilities	$	22,290	$	18,817

For the three months ended March 31, 2007 and 2006, we reversed a portion of the panelist incentives accrual by the amounts of $513,000 and $776,000, respectively, to record the expirations of the incentives.

Note 9 — Stock-Based Compensation:

We maintain the following share-based compensation plans: the 2004 Employee Stock Purchase Plan, the 1999 Stock Option Plan (the “1999 Plan”) and the 2004 Equity Incentive Plan, ~~which~~(the “2004 ~~are~~Equity ~~described below~~Plan”). Also, during ~~2005 and~~ 2006, we granted certain options outside of either of the 1999 ~~Stock~~ ~~Option~~ Plan or the 2004 Equity ~~Incentive~~ Plan, ~~which~~and ~~grant~~without isshareholder ~~described~~approval ~~below~~pursuant asto ~~the~~Nasdaq ~~2005~~Marketplace Rule 4350(i)(1)(A)(iv), (the “Inducement Options”). The total pre-tax compensation cost that has been charged against income for these plans and the ~~2005~~ Inducement Options was approximately $~~901~~837,000 and $~~582~~1.8 million,~~000~~ respectively for the three and six months ended ~~March~~June 3130, ~~2007~~2008 and ~~2006~~$742,000 and $1.6 million, respectively for the three and six months ended June 30, 2007. The related income tax benefit recognized in the income statement for share-based compensation expense was approximately $~~351~~273,000 and $~~206~~588,000 , respectively for the three and six months ended ~~March~~June 3130, ~~2007~~2008 and ~~2006~~$288,000 and $639,000, respectively for the three and six months ended June 30, 2007.

~~2004 Employee Stock Purchase Plan~~10

WeTable adopted the 2004 Employee Stock Purchase Plan (the “Stock Purchase Plan”) on April 1, 2004, which became effective upon the completion of our initial public offering in July 2004, and authorized the issuance of 250,000 shares of common stock pursuant to purchase rights granted to certain of our employees or to employees of any of our subsidiaries that we designate as being eligible to participate. Contents

~~Under~~As of June 30, 2008, the ~~Stock~~number ~~Purchase~~of ~~Plan,~~shares wethat ~~will~~may ~~conduct~~be ~~twelve~~issued ~~consecutive~~pursuant ~~offerings,~~to ~~each~~awards ~~with~~granted aunder ~~maximum~~the ~~duration~~2004 Equity Plan is 4,385,714 plus the number of ~~six~~shares ~~months.~~that ~~The~~are ~~first~~subject ~~offering~~to ~~commenced~~awards onunder ~~October 15~~the 1999 Plan that are canceled, ~~2004~~expire ~~and~~or ~~ended~~otherwise onbecome available for re-grant in accordance with ~~December 31,~~the ~~2004.~~provisions ~~Further~~of ~~offerings~~the ~~have~~1999 ~~been~~Plan ~~and~~prior to the expiration of the 1999 Plan, but in no event will ~~continue~~the toaggregate benumber ~~conducted~~of ~~beginning~~such onshares ~~each~~exceed 5,372,758. ~~subsequent~~As ~~January~~of 1June 30, 2008, options to purchase 193,094 shares, 2,869,728 shares, and ~~July~~611,800 1.shares ~~The~~of common ~~final~~stock ~~offering~~were outstanding under the ~~Stock~~1999 ~~Purchase~~Plan, the 2004 Equity Plan ~~will~~and ~~commence~~the onInducement Options, ~~January~~ respectively and options to purchase 23,054 shares and 1,180,995 ~~2010~~shares of common stock were available for future grants under the 1999 Plan and ~~terminate~~the on2004 ~~June 30~~Equity Plan, ~~2010~~respectively.

We did not capitalize stock-based compensation expense as part of the cost of an asset for any of the periods presented. Stock-based compensation is measured at grant date, based on the fair value of the award, and is recognized over the requisite service period. The following table illustrates the stock-based compensation expense included in our consolidated statements of income for the three and six months ended June 30, 2008 and 2007 (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2008		2007		2008		2007
Cost of revenues	$	53	$	45	$	88	$	159
Research and development expense		78		36		166		62
Selling, general and administrative expense		706		661		1,534		1,422

Pre-tax stock-based compensation expense	$	837	$	742	$	1,788	$	1,643

As of June 30, 2008, there was approximately $4.4 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements, which is expected to be recognized over a weighted average period of approximately 1.1 years.

Note 10 — Segment Reporting:

We have three reportable segments: North American Internet survey solutions, which operates through Greenfield Online, Inc. and its consolidated subsidiaries; Ciao Internet survey solutions, which operates through Ciao Surveys GmbH and its consolidated subsidiaries; and Ciao comparison shopping, which operates through Ciao GmbH and its consolidated subsidiaries. Our North American and Ciao Internet survey solutions segments conduct substantially similar businesses within a global marketplace, and the description of their businesses, market opportunities, customers, products and competitors is presented as a single business, except in circumstances where we believe that separate information related to a particular segment is necessary to understand our business as a whole. Financial information about our reportable segments is included in our Consolidated Financial Statements accompanying this Quarterly Report on Form 10-Q.

An operating segment’s performance is primarily evaluated based on segment operating income, which excludes depreciation and amortization expense, stock-based compensation expense and certain corporate costs not associated with the operations of the segment. These corporate costs are separately stated below and include costs that are primarily related to public company expenses. These include certain costs such as personnel costs, filing fees, legal fees, accounting fees, fees associated with Sarbanes-Oxley compliance, directors and officers insurance, board of director fees, investor relations costs, fees and costs related to the class action securities litigation, including the Audit Committee’s investigation and subsequent remediation and costs related to the proposed merger.

~~Unless~~The ~~otherwise~~tables ~~determined~~below bypresent ~~the~~information ~~plan~~about ~~administrator~~reported ~~(our~~segments board of directors or an authorized committee thereof), common stock may be purchased by the employees participating in the Stock Purchase Plan at a price per share equal to the lesser of (i) 85% of the fair market value of a share of our common stock on the date of commencement of the offering or (ii) 85% of the fair market value of a share of our common stock on the last business day of the offering. Generally, all regular employees, including officers, who are customarily employed by us or by any of our designated affiliates for ~~more than 20 hours per week and more than five months per calendar year may participate in~~ the ~~Stock~~three ~~Purchase Plan~~ and ~~may~~six ~~contribute (normally through payroll deductions) up to 10% of their earnings for the purchase of common stock under the Stock Purchase Plan, as determined by the plan administrator. During the three~~ months ended ~~March~~June 3130, ~~2007,~~2008 ~~10,247~~and ~~shares of~~2007 ~~common stock were purchased for the offering period of July 1, 2006 through December 31, 2006~~ (in ~~accordance~~ ~~with the Stock Purchase Plan. As of March 31, 2007, there were 203,232 shares available~~thousands): ~~for issuance pursuant to the Stock Purchase Plan.~~

Under APB 25, we did not recognize compensation costs associated with the Stock Purchase Plan. However, the provisions of the Stock Purchase Plan cause it to be considered a compensatory plan under SFAS 123(R). We applied FASB Technical Bulletin No. 97-1 “Accounting under Statement 123 for Certain Employee Stock Purchase Plans with a Look-Back Option” to estimate the fair value of our Stock Purchase Plan awards and determined the period over which compensation cost should be recognized. As such, we began expensing the effect of compensation related to the Stock Purchase Plan effective January 1, 2006, the date of adoption of SFAS 123(R). We recorded pre-tax compensation expense of $14,000 and $13,000 for the three months ended March 31, 2007 and 2006, respectively. For the three months ended March 31, 2007 $1,000 is included in cost of revenues, $1,000 is included in research and development expenses and $12,000 is included in selling, general and administrative expenses in the consolidated statements of income. For the three months ended March 31, 2006 $13,000 is included in selling, general and administrative expenses in the consolidated statements of income.


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Gross segment revenues:
North American Internet survey solutions
Third-party segment net revenues	$	18,408		$	17,108		$	33,229		$	32,562
Inter-segment revenues		318			220			507			353

Gross segment revenues	$	18,726		$	17,328		$	33,736		$	32,915


Ciao Internet survey solutions
Third-party segment net revenues	$	6,175		$	6,223		$	11,450		$	11,478
Inter-segment revenues		2,512			1,999			4,072			3,485

Gross segment revenues	$	8,687		$	8,222		$	15,522		$	14,963


Ciao comparison shopping *
Third-party segment net revenues	$	11,424		$	7,495		$	22,262		$	14,255
Inter-segment revenues		116			143			300			143

Gross segment revenues	$	11,540		$	7,638		$	22,562		$	14,398


Net revenues:
North American Internet survey solutions	$	18,726		$	17,328		$	33,736		$	32,915
Ciao Internet survey solutions		8,687			8,222			15,522			14,963
Ciao comparison shopping		11,540			7,638			22,562			14,398
Elimination of inter-segment revenues		(2,946	)		(2,362	)		(4,879	)		(3,981	)

Total net revenues	$	36,007		$	30,826		$	66,941		$	58,295


Segment operating income (as defined above):
North American Internet survey solutions	$	3,049		$	3,448		$	5,699		$	6,287
Ciao Internet survey solutions		3,040			2,066			4,468			3,929

Combined Internet survey solutions		6,089			5,514			10,167			10,216
Ciao comparison shopping		5,604			4,205			11,515			8,188

Segment operating income		11,693			9,719			21,682			18,404
Depreciation and amortization		(3,564	)		(2,990	)		(6,874	)		(5,931	)
Stock-based compensation		(837	)		(742	)		(1,788	)		(1,643	)
Corporate costs		(4,318	)		(1,577	)		(11,103	)		(3,403	)

Total operating income		2,974			4,410			1,917			7,427
Other income, net		412			402			540			522

Income before income taxes	$	3,386		$	4,812		$	2,457		$	7,949

~~Stock~~* ~~Options~~ Prior to the separation of the Ciao Internet survey solutions and the Ciao comparison shopping businesses, the Ciao comparison shopping segment did not have any inter-segment revenues. The legal separation was completed, and effective May 1, 2007, the Ciao comparison shopping segment began recording inter-segment revenues from the sale of panelists to the Ciao Internet survey solutions segment, which panelists are sourced from the Ciao comparison shopping portals.

1999 Stock Option Plan

We maintain a stock option plan that enables our key employees, directors and consultants to purchase shares of our common stock (the “1999 Plan”). We have granted options to purchase our common stock based upon valuations determined by the board of directors, which is generally equal to the fair market value of our common stock on the date of grant. Options under the 1999 Plan generally vest over four years; 25% on the anniversary of the date of grants and 12.5% on each 6 month anniversary thereafter, and expire after 10 years from the date of grant. Upon share option exercise, we will issue newly certificated shares.

On September 12, 2003, we amended the 1999 Plan to increase the number of shares of common stock available thereunder by 657,147 shares, from 329,897 to 987,044. As of December 31, 2006, options to purchase 379,805 shares were outstanding and 23,054 options to purchase shares of common stock were available for further grant under the 1999 Plan. As of March 31, 2007, options to purchase 348,149 shares were outstanding and options to purchase 23,054 shares of common stock were available for further grant under the 1999 Plan.

2004 Equity Incentive Plan

Our board of directors adopted the 2004 Equity Incentive Plan (the “2004 Equity Plan”) on April 1, 2004 and our stockholders approved it on April 1, 2004. The 2004 Equity Plan became effective upon the completion of our initial public offering in July 2004. Unless sooner terminated by the board of directors, the 2004 Equity Plan will terminate on March 31, 2014, the day before the tenth anniversary of the date that the plan was adopted by our board of directors. The 2004 Equity Plan provides for the grant of incentive stock options, non-statutory stock options, stock bonuses, restricted stock awards, and stock appreciation rights, which may be granted to our employees (including officers), directors and consultants. Equity incentives are generally granted at the fair market value on the date of grant and generally vest over four years; 25% on the anniversary of the date of grants and 12.5% on each 6 month anniversary thereafter, and expire between 7 and 10 years from the date of grant. Upon share option exercise, we will issue newly certificated shares. Options outstanding under the 1999 Plan, which are cancelled, forfeited or otherwise become available for re-grant under the 1999 Plan before the expiration of the 1999 Plan, become available for granting under the 2004 Equity Incentive Plan and are no longer available for grant under the 1999 Plan.

OnNote ~~May 10,~~11 ~~2005,~~— ~~the~~Income ~~2004 Equity Plan was amended to increase, by 2,500,000 shares, the~~Taxes: aggregate number of shares that may be issued pursuant to awards granted under the 2004 Equity Plan. As a result, the number of shares that may be issued pursuant to awards granted thereunder is 3,285,714 plus the number of shares that are subject to awards under the 1999 Plan that are canceled, expire or otherwise become available for re-grant in accordance with the provisions of the 1999 Plan prior to the expiration of the 1999 Plan, but in no event will the aggregate number of such shares exceed 4,272,758. As of December 31, 2006, options to purchase 3,087,792 shares of common stock were outstanding under the 2004 Equity Plan and options to purchase 429,993 shares of common stock were available for future grants under the 2004 Equity Plan. As of March 31, 2007, options to purchase 3,051,070 shares of common stock were outstanding under the 2004 Equity Plan and options to purchase 401,715 shares of common stock were available for future grants under the 2004 Equity Plan.

~~2005~~ Income ~~Inducement~~before ~~Options~~income taxes and the provision for income taxes are comprised of (in thousands):

Pursuant to an employment agreement between us and our new president and chief executive officer, Albert Angrisani, dated September 28, 2005, we agreed to grant Mr. Angrisani non-qualified stock options to purchase 675,000 shares of our common stock (“2005 Inducement Options”) as follows: 300,000 options on October 31, 2005; 187,500 options on November 30, 2005; and 187,500 options on January 3, 2006. The 2005 Inducement Options granted on October 31, 2005, November 30, 2005 and January 3, 2006 vest ratably over 35, 34, and 33 months, respectively, with the final month of vesting including any fractional share balance. The 2005 Inducement Options were granted with exercise prices equal to the closing sale price for our common stock on the date of grant, with a term of seven years. The 2005 Inducement Options were granted outside of the terms of any of our existing equity incentive plans and without shareholder approval pursuant to Nasdaq Marketplace Rule 4350(i)(1)(A)(iv).


	For the Three Months						For the Six Months
	Ended June 30,						Ended June 30,
	2008			2007			2008			2007
Income (loss) before income taxes:
Domestic	$	(3,467	)	$	712		$	(10,227	)	$	311
Foreign		6,853			4,100			12,684			7,638

	$	3,386		$	4,812		$	2,457		$	7,949


Provision (benefit) for income taxes:
Currently payable:
Federal	$	229		$	15		$	625		$	44
State		58			27			114			79
Foreign		2,284			2,719			4,414			3,948

Total current income tax provision		2,571			2,761			5,153			4,071


Deferred income tax (benefit):
Federal		(1,055	)		(252	)		(3,840	)		(806	)
State		(164	)		(19	)		(610	)		(5	)
Foreign		(51	)		(778	)		(218	)		(370	)

Total deferred income tax (benefit)		(1,270	)		(1,049	)		(4,668	)		(1,181	)


Total provision for income taxes	$	1,301		$	1,712		$	485		$	2,890

~~Stock-Based~~ Deferred ~~Compensation~~income taxes are provided on temporary differences between the financial reporting basis and tax basis of our assets and liabilities. The principal temporary differences, which give rise to deferred tax assets and liabilities at June 30, 2008 and December 31, 2007, are as follows (in thousands):

Effective January 1, 2006, we adopted SFAS 123(R) and began recognizing compensation expense for our share-based payments based on the fair value of the awards at the grant date. Under SFAS 123(R), the pro forma disclosures previously permitted under SFAS 123 are no longer an alternative to financial statement recognition.


	June 30,			December 31,
	2008			2007
Deferred tax assets:
Net operating loss carryforwards	$	19,110		$	15,926
Stock-based compensation		4,859			4,279
Capitalized panel costs		798			681
Fixed assets		1,152			1,333
Federal and state tax credits		2,291			2,309
Other deferred tax assets		2,177			2,695

		30,387			27,223

Valuation allowance		(195	)		(142	)

Total deferred tax assets	$	30,192		$	27,081


Deferred tax liabilities:
Intangible assets acquired	$	(2,643	)	$	(3,351	)
Foreign exchange		(6,725	)		(4,356	)
Other deferred tax liabilities		(31	)		(23	)

Total deferred tax liabilities	$	(9,399	)	$	(7,730	)


Total deferred tax assets, net	$	20,793		$	19,351

Upon adoption, we elected to apply the modified prospective transition method and therefore, we have not restated the results of prior periods. Under the modified prospective application method, for awards granted prior to January 1, 2006, compensation expense is recorded as options vest subsequent to January 1, 2006 based upon the grant date fair value estimated in accordance with the original provisions of SFAS 123, adjusted for estimated forfeitures. For stock options granted subsequent to January 1, 2006, compensation expense is recorded as options vest based upon the grant date fair value estimated in accordance with SFAS 123(R), with forfeitures estimated at the time of grant. Forfeiture estimates will be adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from previous estimates.

The fair value of stock options under SFAS 123(R) was determined using the Black-Scholes option-pricing model, which is consistent with our valuation techniques previously utilized for stock options in our pro forma footnote disclosures required under SFAS 123.

SFAS 123(R) also requires that the benefits of tax deductions for exercised stock options in excess of recognized compensation cost be reported as a financing cash flow on a prospective basis, rather than as an operating cash flow as required under current literature. This requirement reduces net operating cash flows and increases net financing cash flows after the effective date and in periods when we realize excess income tax benefits. During the three months ended March 31, 2007, we recognized $41,000 in excess income tax benefits from exercised options on the unaudited consolidated statements of cash flows. During the three months ended March 31, 2006, we did not have any excess income tax benefits from exercised options.

For the three months ended March 31, 2007 and 2006, the adoption of SFAS 123(R) resulted in pre-tax share-based compensation expense in the amount of approximately $887,000 and $569,000, respectively, related to our stock option plans, including the 2005 Inducement Options, and $14,000 and $13,000, respectively, related to our Stock Purchase Plan.

WeTotal ~~did~~net ~~not~~deferred ~~capitalize~~tax ~~stock-based~~assets ~~compensation~~are ~~expense~~included asin ~~part of~~ the ~~cost~~balance ofsheet anin ~~asset~~the ~~for any periods presented. The~~ following ~~table~~assets ~~illustrates the stock-based compensation expense included in~~and ~~our~~liabilities ~~consolidated~~at ~~financial~~June 30, ~~statements~~2008 ~~for~~and ~~the three months ended March~~December 31, 2007 ~~and 2006~~ (in thousands):

	Three Months Ended
	June 30,			December 31,
	March 31,
	2008			2007
Stock-based compensation included in:	2007			2006
Total deferred tax assets, net:
Cost of revenues	$	114		$	57
Current assets	$	2,159		$	3,985
Research and development expenses		26			6
Long-term assets		26,694			21,110
Selling, general and administrative expenses		761			519
Current liabilities		(1,180	)		(972	)
Pre-tax stock-based compensation expense		901			582
Long-term liabilities		(6,880	)		(4,772	)
Income tax benefit		(351	)		(206	)
Total deferred tax assets, net	$	20,793		$	19,351
Net stock based compensation expense	$	550		$	376

At June 30, 2008 and December 31, 2007, net operating loss carryforwards (“NOLs”) of $52.8 million and $46.6 million, respectively, are available to reduce future income taxes. Of these amounts, $47.1 million ($39.0 million at December 31, 2007) relates to domestic NOLs and $5.7 million ($7.6 million at December 31, 2007) relates to foreign NOLs. The ~~following~~majority ~~table~~of ~~summarizes~~the ~~information~~domestic NOLs ~~concerning~~begin to expire in 2020. The majority of the foreign NOLs are subject to an indefinite carryforward period. Of our total domestic NOLs as of June 30, 2008, $4.7 million relates to exercises of stock ~~option~~options ~~activity~~that ~~for~~resulted in a tax deduction prior to the ~~three~~realization of that tax ~~months~~deduction ~~ended~~in ~~March~~the Consolidated Financial Statements due to our domestic NOL carryforward position. If this tax benefit is realized in the future, $1.9 million will be credited against Additional paid-in capital (“APIC”). At June 30, 2008 and December 31, 2007:, foreign tax credits of approximately $1.7 million are available to reduce future U.S. income taxes, and the majority of them will expire in 2015. The majority of the remaining Federal income tax credits at June 30, 2008 and December 31, 2007 will expire in 2020. Our operations in India have been granted a “tax holiday” from the Indian tax authority. This tax holiday was due to expire in March 2009, but has recently been extended through March 2010.

	1999 Plan					2004 Equity Plan					2005 Inducement Options
				Weighted					Weighted				Weighted
				Average					Average				Average
	Number of			Price Per		Number of			Price Per		Number of		Price Per
	Shares			Share		Shares			Share		Shares		Share
Outstanding at December 31, 2006		379,805		$	7.15		3,087,792		$	10.34		675,000	$	5.29
Granted *		—		$	—		65,000		$	14.00		—	$	—
Canceled		(240	)	$	168.84		(36,482	)	$	14.64		—	$	—
Exercised **		(31,416	)	$	2.65		(65,240	)	$	8.38		—	$	—
Outstanding at March 31, 2007		348,149		$	7.44		3,051,070		$	10.41		675,000	$	5.29
Exercisable at March 31, 2007		294,572		$	8.31		1,735,628		$	12.31		319,165	$	5.28
Available for future option grants at March 31, 2007		23,054					401,715					—

*		The weighted average fair value at date of grant was $6.77 during the three months ended March 31, 2007.
**		The total intrinsic value of options exercised during the three months ended March 31, 2007 was approximately $859,000.

It is expected that the amount of unrecognized tax benefits will change in the next twelve months. However, we do not expect the change to have a significant impact on our results of operations or our financial position.

The ~~fair~~majority ~~value~~ of ~~shares~~our ~~vested~~operations ~~during~~reside in the ~~three~~United ~~months~~States ~~ended~~and ~~March 31,~~Germany. ~~2007~~As ~~was~~of ~~$99~~June 30,~~000~~ 2008, the $1U.~~1 million~~S. Federal and ~~$161,000,~~state ~~respectively,~~statutes of limitations remain open for the years ended December 31, 1999 ~~Plan~~and forward due to our net operating loss carryforward position. However, the Internal Revenue Service completed its examination of our 2004 ~~Equity~~Federal ~~Plan~~income tax return in June 2006 and did not report any changes to the ~~2005~~tax ~~Inducement~~return as originally filed by us. In Germany, tax years subsequent to ~~Options~~December 31, 2003 are still subject to examination.

~~Cash~~During ~~received~~the ~~from~~three ~~exercises~~and ~~under~~six ~~all~~months ~~stock-based~~ended ~~compensation~~June 30, ~~arrangements~~2008, ~~for~~we ~~the~~recorded ~~three~~approximately $0.8 million ~~months~~and ~~ended March~~$5.9 31million, ~~2007~~respectively ~~was~~in ~~approximately~~costs ~~$661~~for legal,~~000.~~ Weaccounting ~~recognized~~and ~~windfall~~other ~~tax~~fees ~~benefits~~related to the Audit Committee investigation of the pending class action securities litigation described in our Annual ~~approximately~~Report ~~$41~~on Form 10-K,~~000~~ ~~for~~the defense of this litigation and the ~~tax~~litigation ~~deductions~~settlement ~~resulting~~charge. ~~from~~In addition, ~~option~~we ~~exercises~~recorded approximately $1.5 million in costs during the three and six months ended ~~March~~ June 3130, ~~2007~~2008 related to our Agreement and Plan of Merger with QGF Acquisition Company, Inc. Weand QGF ~~did~~Merger ~~not~~Sub ~~realize~~Inc., ~~any~~signed ~~windfall~~on ~~tax~~June 15, ~~benefits~~2008. ~~for~~As a result, and due to the ~~tax~~unusual ~~deductions~~nature of these ~~resulting~~costs, ~~from~~we ~~option~~recorded ~~exercises~~an income tax benefit of approximately $0.3 million and $2.4 million, respectively during the three and six months ended ~~March~~June 3130, ~~2006.~~2008 Werelating ~~issue~~to ~~new~~these ~~shares~~costs. ~~upon~~Refer ~~exercise~~to Note of12 ~~options~~for ~~granted~~additional ~~under~~information ~~stock-based~~relating ~~compensation~~to ~~arrangements~~the class action lawsuit.

The following table summarizes information regarding stock options outstanding and exercisable at March 31, 2007 under both the 1999 Plan and the 2004 Equity Plan and also includes the 2005 Inducement Options:

	Options Outstanding							Options Exercisable
			Weighted	Weighted		(000’s)				Weighted		(000’s)
	Number of		Average	Average		Aggregate		Number of		Average		Aggregate
	Outstanding		Remaining	Exercise		Intrinsic		Exercisable		Exercise		Intrinsic
Plan name	Options		Contractual Life	Price		Value		Options		Price		Value
1999 Plan		348,149	5.9 years	$	7.44	$	3,732		294,572	$	8.31	$	3,023
2004 Equity Plan		3,051,070	6.0 years	$	10.41	$	16,812		1,735,628	$	12.31	$	6,292
2005 Inducement Options		675,000	5.7 years	$	5.29	$	7,165		319,165	$	5.28	$	3,390
Combined		4,074,219	5.9 years	$	9.31	$	27,709		2,349,365	$	10.86	$	12,705

Note 12 — Commitments and Contingencies:

~~The~~ Legal ~~weighted average remaining contractual life on March 31, 2007 for exercisable options~~Contingencies: ~~was 5.8 years, 5.7 years, 5.7 years and 5.7 years, respectively, for the 1999 Plan, the 2004 Equity Plan, the 2005 Inducement Options and the combined options.~~

~~The~~From ~~following~~time ~~tables~~to ~~illustrate~~time, we may become involved in litigation relating to claims arising from the ordinary ~~weighted~~course ~~average~~of ~~assumptions~~business. ~~for~~While it is not possible to determine the ~~Black-Scholes~~ultimate outcome of such ~~option-pricing~~matters, ~~model~~we ~~used~~continually review whether an estimated loss contingency should be recorded, by assessing whether a loss is deemed probable and can be reasonably estimated. We assess our potential liability by analyzing our litigation and regulatory matters using available information. We develop our views on estimated losses in ~~determining~~consultation ~~the~~with ~~fair~~outside ~~value~~counsel handling our defense in a particular matter, which involves an analysis of ~~options~~potential ~~granted~~results, assuming a combination of litigation and settlement strategies. Should developments in any such matter cause a change in our determination as to ~~employees~~an ~~during~~unfavorable outcome and result in the need to recognize a material loss ~~three~~contingency, ~~months~~or ~~ended~~should ~~March 31~~any matter result in a final adverse judgment or be settled for significant amounts, ~~2007:~~they could have a material adverse effect on our results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs.

	Three Months Ended March 31, 2007
							2005
							Inducement
	Combined			2004 Equity Plan			Options
Risk-free interest rate		4.77	%		4.77	%		—
Weighted average expected life (years)		4.66			4.66			—
Volatility factor		51.10	%		51.10	%		—
Expected dividend yield		—			—			—

In July and August 2007, two putative federal securities law class actions were filed in the United States District Court for the District of Connecticut on behalf of persons who purchased our stock between February 9, 2005 and September 30, 2005. A consolidated amended complaint was filed on January 22, 2008 (the “Amended Complaint”), and on April 3, 2008, the Company and each of the individual defendants filed a motion to dismiss the Amended Complaint in its entirety.

~~Volatility~~ The –Amended ~~This~~Complaint isasserts aclaims ~~measure~~pursuant ofto ~~the~~Sections ~~amount~~10(b) byand ~~which~~ 20(a) ~~stock~~of ~~price~~the ~~has fluctuated or is~~Securities ~~expected~~Exchange toAct ~~fluctuate.~~of We1934, ~~used~~and aRule 10b-5 ~~combination~~promulgated ofthereunder, ~~actual~~against ~~monthly~~the ~~historical~~Company, ~~changes~~our ~~in the~~Executive ~~market~~Vice ~~value~~President ofand ~~our~~Chief ~~stock~~Financial ~~since~~Officer and our ~~initial~~former ~~public~~President ~~offering~~and onChief ~~July 16,~~Executive ~~2004, and implied~~Officer. ~~volatility~~These ~~utilizing~~claims ~~peer~~are ~~company~~related ~~data~~to ~~covering~~statements the ~~expected~~Company ~~life~~made ofon ~~options~~August 9, ~~being~~2005 ~~valued.~~and ~~The~~September 29, 2005 ~~relative~~regarding ~~weight~~its offinancial ~~our~~projections ~~volatility~~for asfiscal ~~compared~~year to2005. ~~our~~Specifically ~~peer~~the ~~group~~Amended ~~was approximately 54%~~Complaint alleges, ~~and will~~among ~~increase~~other inthings, ~~future~~that ~~periods~~the ~~until~~financial ~~such~~statements ~~time~~were asmaterially wefalse ~~have~~and ~~sufficient~~misleading because ~~historical~~(1) they ~~data~~misrepresented ~~covering~~ the ~~expected~~size ~~life~~ of ~~options~~our ~~being~~online ~~valued.~~panel Anand ~~increase~~(2) they infailed to disclose that the ~~expected~~Company ~~volatility~~was ~~will increase~~engaged ~~compensation~~in ~~expense~~improper accounting practices.

~~Risk-free~~ In ~~interest~~February 2008, ~~rate~~in –response ~~This~~to isthe allegations in the ~~U.S.~~Amended ~~Treasury~~Complaint, ~~rate~~the asAudit Committee of the ~~grant~~Company’s ~~date~~Board ~~having~~of aDirectors ~~term~~initiated an investigation and engaged independent outside ~~approximately~~legal ~~equal~~counsel to assist therewith. The Audit Committee’s investigation has been completed and did not reveal any evidence that the ~~expected~~Company ~~life~~had misrepresented the size of our online panel. However, the ~~option~~investigation did reveal evidence that certain Company employees engaged in inappropriate activity that was inconsistent with the Company’s revenue recognition policies for certain transactions. AnThis ~~increase~~activity resulted in accounting errors that affect the ~~risk-free~~Company’s ~~interest~~previously ~~rate~~reported financial statements. We have quantified the impact of these errors on our previously reported financial statements and concluded that such errors misstated net income by less than 1% for each of the three years ended December 31, 2005, 2006 and 2007. The Company has concluded such errors are inconsequential to such annual financial statements. Nevertheless, we have begun to implement a remediation plan that will ~~increase~~include ~~compensation~~additional ~~expense~~training and other appropriate remedial actions in response to the findings.

~~Expected~~ Pursuant to ~~term~~an –agreement ~~This~~in isprinciple entered into during the ~~period~~second quarter of ~~time~~2008, ~~over~~on ~~which~~July 29, 2008, the ~~options~~Company ~~granted~~and ~~are~~the ~~expected~~individual defendants entered into a Stipulation of Settlement to settle the class action lawsuit in the matter entitled Plumbers & Pipefitters Local ~~remain~~Union ~~outstanding~~No. 630 WePension ~~based~~Annuity ~~our~~Trust ~~expected~~v. ~~term~~Greenfield ~~using~~Online, Inc., et al. Docket No. 07-cv-1118 (VLB). The Company has determined that it is beneficial to enter into the ~~simplified~~settlement ~~method~~in ~~under~~order ~~SAB107~~to avoid costly and time consuming litigation. The settlement, which contains no admission of any liability ~~essentially~~or ~~averages~~wrongdoing on the ~~vesting~~part ~~term~~of any defendant, is subject to approval by the court, and includes a cash payment by the ~~contractual~~Company ~~term~~of $4.0 million that is expected to be made to the plaintiffs during 2008. Based on an agreement with our insurance carrier, the Company anticipates that one-half of the ~~options~~settlement ~~granted~~payment will be funded by insurance proceeds. AnThe ~~increase~~balance of the costs of settlement inwill be borne by the ~~expected~~Company. ~~term~~Once approved, the Company believes the settlement will ~~increase~~resolve ~~compensation~~all class ~~expense~~action litigation pending against the Company, as well as its former and current officers. As a result of the agreement in principle entered into

Dividend yield – We have not and currently do not have plans to pay dividends in the foreseeable future. An increase in the dividend yield will decrease compensation expense.

As of March 31, 2007, there was approximately $4.6 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements, which is expected to be recognized over a weighted average period of 1.24 years.

~~Note~~during 10the —second ~~Segment~~quarter, the ~~Reporting:~~Company recorded a one-time pre-tax net charge of $2.0 million for the quarter ended March 31, 2008.

~~Our reportable segments are consistent with how we manage our business and view the markets we serve.~~ We ~~view~~have ~~the~~incurred ~~two major geographic areas in which we operate, North America~~ and ~~Europe (including~~will ~~the~~continue ~~rest~~to ofincur ~~the~~costs ~~world),~~to asdefend ~~separate markets. Both~~ the ~~North~~Company ~~American~~ and ~~European operations derive revenues from Internet survey solutions and in addition,~~ the ~~European operations~~other ~~include~~defendants an online comparison shopping business. Therefore, we have three reportable segments: North American Internet survey solutions, which operates through Greenfield Online, Inc. and its consolidated subsidiaries, Ciao Internet survey solutions, and Ciao comparison shopping. Both Ciao segments operate in ~~Europe and~~ the ~~rest~~litigation ofdescribed ~~the~~above ~~world~~as ~~through~~well Ciao and its consolidated subsidiaries. Revenue transactions between segments are recorded at amounts similar to those charged to our large clients. These inter-segment transactions are eliminated in consolidation. We manage our businesses separately in North America and Europe, and allocate our European business between the Internet survey solutions and comparison shopping businesses, as components of an enterprise about which separate information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and assess performance. An operating segment’s performance is primarily evaluated based on segment operating income, which excludes depreciation and amortization expense, stock-based compensation expense, restructuring charges and certain corporate costs ~~not~~ associated with the ~~operations of~~settlement ~~the segment~~thereof. ~~These~~During ~~corporate~~the ~~costs~~three ~~are separately stated below~~ and ~~include~~six ~~costs~~months ~~that~~ended ~~are~~June 30, ~~primarily related~~2008, towe ~~public~~incurred ~~company~~approximately ~~expenses. These include certain costs such as personnel costs~~$448, ~~filing~~000 ~~fees,~~and ~~legal fees~~$657, ~~accounting fees~~000, ~~fees associated with Sarbanes-Oxley compliance~~respectively, ~~directors and officers insurance, board~~ of ~~director~~ fees and ~~investor relations~~ costs. ~~We believe that segment operating income as defined above is an appropriate measure of evaluating the operational performance of our segments. However, this measure should be considered~~ in ~~addition~~connection ~~to, not a substitute for, or superior to, income from operations or other measures of financial performance prepared in accordance~~ with ~~generally accepted accounting principles. The accounting policies of all of our segments are~~ the ~~same~~litigation asdefense ~~those in the summary of significant accounting policies included in Note 2~~settlement.

The ~~tables~~settlement ~~below~~described ~~present~~above ~~information~~is ~~about~~subject ~~reported~~to ~~segments~~court ~~for~~approval ~~the~~and ~~three~~other ~~months~~contingencies. Accordingly, ~~ended~~there ~~March~~can be no assurance that a final settlement will ultimately be achieved on the 31terms described above, ~~2007~~if ~~and~~at ~~2006~~all. (In the event that a settlement is not finalized, the Company intends to defend against the allegations contained in ~~thousands)~~the class action lawsuit.

	Three Months Ended
	March 31,
	2007			2006
Gross segment revenues: *
North American Internet survey solutions
Third-party revenues	$	15,454		$	13,571
Inter-segment revenues		133			244
Gross segment revenues	$	15,587		$	13,815
Ciao Internet survey solutions
Third-party revenues	$	5,255		$	4,554
Inter-segment revenues		1,486			1,191
Gross segment revenues	$	6,741		$	5,745
Net revenues:
North American Internet survey solutions	$	15,587		$	13,815
Ciao Internet survey solutions		6,741			5,745
Ciao comparison shopping		6,760			3,407
Elimination of inter-segment revenues		(1,619	)		(1,435	)
Total net revenues	$	27,469		$	21,532

Note 13 — Fair Value Measurement:

As discussed in Note 2, we adopted SFAS 157 on January 1, 2008, which, among other things, requires enhanced disclosures about assets and liabilities measured at fair value. Our adoption of SFAS 157 was limited to financial assets and liabilities, and primarily relates to our marketable securities.

We utilize the market approach to measure fair value for our financial assets and liabilities. The market approach uses prices and other relevant information generated by market transaction involving identical or comparable assets and liabilities.

SFAS 157 includes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions that market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:


	Level 1 —		Inputs are quoted prices in active markets for identical assets or liabilities.

	Level 2 —		Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.

	Level 3 —		Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

The following table represents our affected assets measured at fair value on a recurring basis as of June 30, 2008 and the corresponding level for that measurement (in thousands):


			Quoted Prices		Significant
	Total		in Active		Other		Significant
	Fair Value		Markets for		Observable		Unobservable
	Measurement		Identical Asset		Inputs		Inputs
	June 30, 2008		(Level 1)		(Level 2)		(Level 3)
Assets measured at fair value:
Cash equivalents	$	10,898	$	10,898	$	—	$	—
Investments in marketable securities		33,397		33,397		—		—

Total assets measured at fair value	$	44,295	$	44,295	$	—	$	—

Valuation Techniques. Our current cash equivalents and current available for sale securities are measured at fair value using quoted market prices and are classified within level 1 of the valuation hierarchy.

	Three Months Ended
	March 31,
	2007			2006
Segment operating income (as defined above):
North American Internet survey solutions	$	2,839		$	3,016
Ciao Internet survey solutions		1,863			1,766
Ciao comparison shopping		3,983			1,650
Segment operating income		8,685			6,432
Depreciation and amortization		(2,941	)		(3,066	)
Stock-based compensation		(901	)		(582	)
Restructuring charges		—			(168	)
Corporate		(1,826	)		(1,298	)
Total operating income		3,017			1,318
Interest income (expense), net		143			(167	)
Currency exchange gain (loss), net		(23	)		52
Income before income taxes	$	3,137		$	1,203

Note 14 — Proposed Merger:

* On ~~The~~June 15, ~~Ciao~~2008, ~~comparison~~the ~~shopping~~Company ~~segment~~entered ~~has~~into noa ~~inter-segment~~merger ~~revenues,~~agreement ~~and~~(the as“Merger aAgreement”) ~~result~~to be acquired by entities affiliated with Quadrangle Group LLC (together with its affiliates “Quadrangle”), ~~gross~~a ~~segment~~private ~~revenues~~equity isinvestment ~~equal~~firm focused on the media and communications industries. Subject to ~~net~~the ~~segment~~terms ~~revenues~~and conditions set fort in the Merger Agreement, Quadrangle has agreed to acquire all of the outstanding common stock of the Company for $15.50 per share in cash. The Board of Directors of Greenfield Online has unanimously approved the merger and recommends to stockholders that they vote in favor of the merger. The Merger Agreement is ~~not~~subject ~~presented~~to ~~under~~the approval ~~gross~~of ~~segment~~the ~~revenues~~Company’s stockholders as well as other closing conditions. A copy of the Merger Agreement was attached as Exhibit 2.1 to a Current Report on Form 8K filed by the Company on June 16, 2008.

Note 1115 — ~~Income~~Subsequent ~~Taxes~~Events:

~~Income~~On ~~(loss)~~August ~~before~~5, ~~income~~2008, ~~taxes~~pursuant ~~and~~to the ~~provision~~“go-shop” provisions of the Merger Agreement with Quadrangle, the Company received a proposal from a strategic buyer to acquire all of the outstanding shares of the Company’s common stock for $17.50 per share in cash (~~benefit~~the “Subsequent Proposal”) ~~for~~. ~~income~~The ~~taxes~~Subsequent ~~were~~Proposal ~~comprised~~is subject to, among other things, the parties agreeing on a mutually acceptable definitive agreement. There is no assurance that the Subsequent Proposal will result in a definitive agreement or a consummated transaction. Greenfield Online’s Board of Directors has determined in accordance with the Merger Agreement that the party that submitted the Subsequent Proposal is an excluded party (as that term is defined in ~~thousands~~the Merger Agreement):.

	For the Three Months
	Ended March 31,
	2007			2006
Income (loss) before income taxes:
Domestic	$	(401	)	$	(228	)
Foreign		3,538			1,431
	$	3,137		$	1,203
Provision for income taxes:
Currently payable:
Federal	$	29		$	77
State		52			87
Foreign		1,229			435
Total current income tax provision		1,310			599
Deferred income tax provision (benefit):
Federal		(554	)		(349	)
State		14			67
Foreign		408			45
Total deferred income tax (benefit)		(132	)		(237	)
Total income tax provision	$	1,178		$	362

As of August 11, 2008, the Merger Agreement with Quadrangle remains in effect and Quadrangle has the right under the Merger Agreement to be advised of the proposed terms of any alternative acquisition proposal and an opportunity to negotiate with the Company improvements to the terms of the Merger Agreement before the Company would be permitted to terminate the Merger Agreement to enter into an agreement relating to a superior proposal. The Company’s Board of Directors has not changed its recommendation regarding the proposed merger with affiliates of Quadrangle.

Deferred income taxes are provided on temporary differences between the financial reporting basis and tax basis of our assets and liabilities. The principal temporary differences, which give rise to deferred tax assets and liabilities at March 31, 2007 and December 31, 2006 are as follows (in thousands):

	March 31,			December 31,
	2007			2006
Deferred tax assets (liabilities):
Net operating loss carryforwards	$	15,983		$	16,265
Stock-based compensation		4,767			4,581
Capitalized panel costs		505			449
Intangible assets acquired		(4,949	)		(5,157	)
Foreign exchange		(1,243	)		(875	)
Fixed assets		1,382			1,281
Federal and state tax credits		2,240			2,256
Other deferred tax assets		985			589
Net deferred tax assets		19,670			19,389

	March 31,			December 31,
	2007			2006
Valuation allowance		(142	)		(201	)
Total net deferred tax assets	$	19,528		$	19,188

At March 31, 2007 and December 31, 2006, net operating loss carryforwards (“NOLs”) of $41.4 million are available in the future to reduce future income taxes. Of these amounts, $31.2 million ($30.1 million at December 31, 2006) relates to domestic NOLs and $10.2 million ($11.3 million at December 31, 2006) relates to foreign NOLs. The majority of the domestic NOLs begin to expire in 2020. The majority of the foreign NOLs are subject to an indefinite carryforward period. Of our total domestic NOLs as of March 31, 2007, $0.7 million relates to exercises of stock options that resulted in a tax deduction prior to the realization of that tax deduction due to our domestic NOL carryforward position. If this tax benefit is realized in the future, $0.3 million will be credited against APIC. At March 31, 2007 and December 31, 2006, foreign tax credits of approximately $1.6 million are available to reduce future domestic income taxes, and the majority will expire in 2015. The majority of the remaining Federal income tax credits at March 31, 2007 and December 31, 2006 are subject to an indefinite carryforward period. During the year ended December 31, 2003, we began operations in India. The Indian tax authority granted us a “tax holiday” for a six-year period ending in June 2009.

In December 2004, we completed a follow-on public offering of an additional 4.5 million shares of common stock. Pursuant to Internal Revenue Code Section 382, certain substantial ownership changes may result in an annual limitation on the amount of net operating loss and tax credit carryforwards that may be utilized to offset future income tax liabilities. We determined that this follow-on public offering triggered an ownership change pursuant to Internal Revenue Code Section 382. As a result, there will be an annual limitation on the amount of our domestic NOLs that the Company can utilize to offset future taxable income. The utilization of our domestic NOLs was not impacted by this limitation for the year ended December 31, 2006, and we do not anticipate that the year ending December 31, 2007 will be impacted by this limitation.

We establish valuation allowances in accordance with the provisions of Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS 109”). We continually assess our need for a valuation allowance on a quarterly basis based on all available information. As of March 31, 2007, and as a result of this assessment, we continue to believe that our domestic deferred tax assets are more likely than not to be realized. As of March 31, 2007, a valuation allowance of approximately $0.2 million has been recorded against certain foreign deferred tax assets that primarily relate to net operating losses generated from our recently established Ciao Australia operation. We do not believe that these deferred tax assets are more likely than not to be realized. If this valuation allowance is released in future periods, we expect $0.1 million to be released as a reduction to goodwill generated from the Ciao acquisition.

In July 2006, the FASB released Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting and reporting for uncertainties in income tax law. FIN 48 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. We adopted the provisions of FIN 48 on January 1, 2007. Under FIN 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. As a result of the implementation of FIN 48, we recognized an increase of approximately $230,000 in the liability for unrecognized tax benefits as of January 1, 2007. This additional liability resulted in an increase to the Accumulated deficit of approximately $230,000, a decrease to long-term deferred tax assets of approximately $325,000 and a decrease to long-term income taxes payable of approximately $95,000 as of January 1, 2007.

As of January 1, 2007, our unrecognized tax benefits were $1.0 million. The amount that would impact the effective tax rate, if recognized, is $0.7 million.

We recognize accrued interest and penalties related to uncertain tax positions as part of income tax expense. As of January 1, 2007, approximately $9,000 in interest and penalties had been recorded as a liability.

The majority of our operations reside in the United States and Germany. As of January 1, 2007, the U.S. Federal and state statutes of limitations remains open for the years ended December 31, 1999 and forward due to our

net operating loss carryforward position. However, the Internal Revenue Service completed its examination of our 2004 Federal income tax return in June 2006 and did not report any changes to the tax return as originally filed by us. In Germany, tax years subsequent to December 31, 2003 are still subject to examination.

Note 12 — Commitments and Contingencies:

Legal Contingencies:

From time to time, in the ordinary course of business, we are subject to legal proceedings. While it is not possible to determine the ultimate outcome of such matters, it is management’s opinion that the resolution of any pending issues will not have a material adverse effect on our consolidated financial position, cash flows or results of operations.

Note 13 – Management Change:

On September 28, 2005 we entered into an agreement with Dean A. Wiltse, our former President and Chief Executive Officer, and agreed on the terms of his separation of service with us (the “Separation Agreement”). In addition, we agreed to a severance payment equal to 2 years of his base salary in effect on September 28, 2005 and the payment by us of certain insurance premiums for a period of twelve months following the date of separation. In the third quarter of 2005, we recorded pre-tax expense in the amount of $876,000, relating to the Separation Agreement. We made payments of $124,000 and $433,000 during 2005 and 2006, respectively and the remaining liability at December 31, 2006 was $319,000. Additionally, we made payments of $108,000 during 2007 and the remaining liability at March 31, 2007 was $211,000, which is expected to be paid by September 30, 2007.

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements and related notes included elsewhere in this Quarterly Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2006~~2007 and in this Quarterly Report on Form 10-Q. Also see the section entitled “Cautionary Note Regarding Forward-Looking Statements” contained in this Quarterly Report on Form 10-Q.

Segment Information

We have three reportable segments: North American Internet survey solutions, which operates through Greenfield Online, Inc. and its consolidated subsidiaries,; Ciao Internet survey solutions, ~~and~~which ~~Ciao~~operates ~~comparison~~through ~~shopping,~~Ciao ~~which~~Surveys ~~both~~GmbH ~~operate~~and inits ~~Europe~~consolidated subsidiaries; and ~~the~~Ciao ~~rest~~comparison shopping, ofwhich ~~the~~operates ~~world~~ through Ciao GmbH ~~(“Ciao”)~~ and its consolidated subsidiaries. Our North American and Ciao Internet survey solutions segments conduct substantially similar businesses within a global marketplace, and the description of their businesses, market opportunities, customers, products and competitors is presented as a single business, except in circumstances where we believe that separate information related to a particular segment is necessary to understand our business as a whole. Financial information about our reportable segments is included in our Consolidated ~~consolidated~~Financial ~~financial~~Statements ~~statements~~ accompanying this Quarterly Report on Form 10-Q.

On July 25, 2006, we announced plans to start the process of separating the previously combined Ciao Internet survey solutions and comparison shopping business segments from an operational and legal perspective, and we expect this bifurcation to be completed in the second quarter of 2007.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based on our ~~financial~~Consolidated ~~statements~~Financial Statements, which have been prepared in conformity with accounting ~~principles~~ principles generally accepted in the United States of America. The preparation of these Consolidated ~~financial~~Financial ~~statements~~ Statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the ~~financial statements,~~Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting periods. On an on-going basis, we evaluate our estimates and judgments. We base our estimates on historical experience, known trends and events and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

For further information regarding our critical accounting policies, please refer to the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2006~~2007. There have been no material changes to our critical accounting policies during the ~~three~~six months ended ~~March~~June 3130, ~~2007, except as noted below~~2008.

Recently Issued Accounting Pronouncements. See Note 2 to our ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements included herein for a description of recently issued accounting pronouncements, including the respective dates of adoption and effects on our ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements.

~~Stock-Based Compensation. In December 2004, the Financial Accounting Standards Board (“FASB”)~~18 issued Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment” (“SFAS 123(R)”), an amendment of SFAS No. 123, “Accounting for Stock-Based Compensation,” (“SFAS 123”), which requires companies to recognize compensation expense using a fair-value based method for costs related to share-based

Results of Operations

Three Months Ended June 30, 2008 compared to Three Months Ended June 30, 2007

Consolidated Results

The following table sets forth our consolidated results of operations based on the amounts and percentage relationship of the items listed to net revenues for the periods presented:


	Three Months Ended June 30,
	2008		%			2007		%
	($ in thousands)
Net revenues	$	36,007		100.0	%	$	30,826		100.0	%
Cost of revenues		8,766		24.3			8,258		26.8

Gross profit		27,241		75.7			22,568		73.2

Operating expenses:
Selling, general and administrative		19,609		54.4			14,208		46.1
Panel acquisition		827		2.3			778		2.5
Depreciation and amortization		2,401		6.7			2,168		7.0
Research and development		1,430		4.0			1,004		3.3

Total operating expenses		24,267		67.4			18,158		58.9

Operating income		2,974		8.3			4,410		14.3

Other income, net		412		1.1			402		1.3

Income before income taxes		3,386		9.4			4,812		15.6

Provision for income taxes		1,301		3.6			1,712		5.6

Net income	$	2,085		5.8	%	$	3,100		10.0	%

Net Revenues. Net revenues for the three months ended June 30, 2008 were $36.0 million, compared to $30.8 million for the three months ended June 30, 2007, an increase of $5.2 million, or 16.8%. Fluctuations in currency rates increased net revenues by approximately $1.8 million or 5.9%. Net revenues increased primarily as a result of our comparison shopping segment revenues, which increased approximately $2.6 million, and our North American Internet survey solutions segment revenues, which increased approximately $1.3 million, while our Ciao Internet survey solutions segment revenues declined by approximately $0.5 million.

Net revenues at our comparison shopping business increased 52.4% as a result of increased conversion rates of visitors to click-throughs, expanded product catalogs, increased merchant relationships (increasing approximately 83% between June 30, 2007 and June 30, 2008),improved product search capabilities, improved site content as well as growth in the core e-Commerce markets in Europe. Net revenues at our combined Internet survey solutions segments increased 5.4% due primarily to higher revenues in our North American segment, offset by continued pricing pressure.

Gross Profit. Gross profit for the three months ended June 30, 2008 was $27.2 million, compared to $22.6 million for the three months ended June 30, 2007, an increase of $4.7 million, or 20.7%. Gross profit for the three months ended June 30, 2008 was 75.7% of net revenues, compared to 73.2% for the three months ended June 30, 2007. Fluctuations in currency rates increased gross profit by approximately $1.5 million. Gross profit increased primarily due to (i) increased high-margin comparison shopping revenues, (ii) lower incentive costs of 3.7% and (iii) lower personnel costs of 2.0%, partially offset by (i) higher outside sample costs of 5.3% and (ii) higher amortization expense of 1.0% in our Internet survey solutions business.

Selling, General and Administrative. Selling, general and administrative expenses for the three months ended June 30, 2008 were $19.6 million, compared to $14.2 million for the same period in the prior year, an increase of $5.4 million, or 38.0%. Fluctuations in currency rates increased selling, general and administrative expenses by approximately $1.0 million. Selling, general and administrative expenses increased primarily as a result of $1.5 million in costs incurred in connection with the proposed merger, increased compensation costs of approximately $0.9 million, costs associated with investigating and defending against the class action lawsuit and remediation of $0.8 million, increased advertising and promotion costs of approximately $0.5 million, higher facility and lease costs of approximately $0.4 million and higher public company costs of approximately $0.4 million.

Selling expenses increased approximately $0.2 million for the three months ended June 30, 2008, primarily related to personnel costs including travel, recruiting and stock-based compensation.

Advertising and promotion costs increased approximately $0.5 million for the three months ended June 30, 2008, primarily related to advertising and marketing programs associated with our comparison shopping business.

General and administrative expenses increased approximately $3.6 million for the three months ended June 30, 2008, primarily as a result of the investigation and remediation costs of $2.3 million, higher personnel costs of approximately $0.6 million, higher facilities costs of approximately $0.4 million and higher public company costs of approximately $0.4 million.

Personnel costs associated with general and administrative expenses increased approximately $0.6 million for the three months ended June 30, 2008, primarily as a result of increased personnel compensation costs, increased stock-based compensation, increased training and recruitment costs and increased benefit costs, offset slightly by reduced travel and entertainment costs.

Selling, general and administrative expenses as a percentage of net revenues increased to 54.4% for the three months ended June 30, 2008 from 46.1% of net revenues for the three months ended June 30, 2007. Of this increase, the costs associated with the proposed merger accounted for approximately four percentage points, the additional litigation and investigation costs accounted for approximately two percentage points and currency rate fluctuations accounted for approximately three percentage points.

Panel Expense. Panel expense remained flat at approximately $0.8 million for the three months ended June 30, 2008, compared to the three months ended June 30, 2007. Fluctuations in currency rates were immaterial in panel acquisition expenses in the current period.

Panel expense was 2.3% of net revenues for the three months ended June 30, 2008 and 2.5% for the three months ended June 30, 2007.

Depreciation and Amortization. Depreciation and amortization expenses (excluding amortization included in Cost of revenues and Panel expense) for the three months ended June 30, 2008 were $2.4 million, compared to $2.2 million for the three months ended June 30, 2007, an increase of $0.2 million, or 10.7%. Fluctuations in currency rates increased depreciation and amortization expenses by approximately $0.2 million. Depreciation and amortization remained relatively flat as a result of certain software applications and certain of the amortizable intangible assets acquired as a result of our prior acquisitions in late 2004 and early 2005, had become fully amortized. This reduction was offset by increased amortization related to our higher capital expenditures, including higher capital expenditures related to internal use software, which has a shorter estimated useful life than other capital expenditures. The internal use software expenditures relate primarily to:

	i)		the continuing development of our Unified Panel System, our Survey Management System, and other Internet survey solutions operating systems in North America;

	ii)		the expansion of our North American Internet survey solutions operating systems to a worldwide enterprise system; and,

	iii)		ongoing enhancements and software re-engineering in our comparison shopping segment’s operating systems.

In the near-term, we expect acquisition-related amortization to continue to decline, but to be offset by increased depreciation and amortization related to the internal use software development and expanding infrastructure needed to support growth in our comparison shopping and Internet survey solutions segments.

Research and Development. Research and development expenses for the three months ended June 30, 2008 were $1.4 million, compared to $1.0 million for the three months ended June 30, 2007, an increase of $0.4 million. Fluctuations in currency rates increased research and development expenses by $0.2 million in the current period. Research and development expenses increased slightly as a result of higher compensation costs primarily in our Ciao comparison shopping operating segment, partially offset by lower compensation costs in our North American operating segment. This increase was the result of increased research and development staff in our European

~~payments,~~businesses ~~including~~due ~~stock~~primarily ~~options~~to ~~and~~the ~~similar~~increased ~~awards.~~growth ~~Effective January 1,~~in ~~2006,~~our wecomparison ~~adopted~~shopping segment ~~SFAS~~and ~~123(R)~~additional ~~and~~personnel ~~began~~required ~~recognizing~~to ~~compensation~~operate ~~expense~~the ~~for~~separate ~~our share-based~~businesses ~~payments~~post ~~based~~bifurcation onand as ~~the~~we ~~fair~~continue ~~value~~to ofintegrate ~~the~~and ~~awards~~develop atnew ~~the~~software ~~grant~~applications ~~date.~~to ~~Under~~automate ~~SFAS~~manual ~~123(R),~~processes in ~~the~~our ~~pro~~Internet ~~forma~~survey ~~disclosures~~solutions ~~previously~~operating ~~permitted~~environment ~~under~~in ~~SFAS~~both ~~123~~our ~~are~~North noAmerican ~~longer~~and anCiao ~~alternative to~~Internet ~~financial~~survey ~~statement~~solutions ~~recognition~~business platforms.

~~Upon~~Other ~~adoption~~Income, ~~we elected to apply the modified prospective transition method and therefore we have not restated the results of prior periods~~Net. Other ~~Under~~income, ~~the~~net ~~modified~~remained ~~prospective~~relatively ~~application~~flat ~~method,~~ for ~~awards~~the ~~granted~~three ~~prior~~months toended ~~January 1~~June 30, ~~2006,~~2008 ~~compensation~~when ~~expense~~compared ~~is recorded as options vest subsequent~~ to ~~January 1, 2006 based upon~~ the ~~grant~~same ~~date~~period ~~fair value estimated~~ in ~~accordance with~~ the ~~original~~ ~~provisions~~prior ~~of SFAS 123~~year, ~~adjusted~~although ~~for~~the ~~estimated~~current ~~forfeitures.~~year ~~For stock options granted~~included ~~subsequent~~higher tointerest ~~January 1,~~income ~~2006,~~wjile ~~compensation~~the ~~expense~~prior ~~will~~year beincluded ~~recorded~~a asgain ~~options~~on ~~vest~~sales ~~based~~of ~~upon~~marketable ~~the~~securities. ~~grant~~Fluctuations ~~date fair value estimated~~ in ~~accordance~~currency ~~with~~rates ~~SFAS~~were ~~123(R),~~immaterial ~~with~~in ~~forfeitures estimated at~~ the ~~time~~ ofcurrent ~~grant~~period. ~~Forfeiture estimates will be adjusted periodically based on the extent to which~~ ~~actual forfeitures differ, or are expected to differ, from previous estimates.~~

~~The~~Provision ~~fair~~for ~~value~~Income ofTaxes. We ~~stock~~recorded ~~options~~an ~~under~~income ~~SFAS~~tax ~~123(R)~~provision ~~was~~of ~~determined~~approximately ~~using the Black-Scholes~~$1.3 ~~option-pricing~~million ~~model, which is consistent with our valuation techniques previously utilized~~ for ~~stock~~ ~~options~~the inthree ~~our~~months ~~pro~~ended ~~forma~~June 30, ~~footnote~~2008, ~~disclosure~~compared ~~required~~to ~~under SFAS 123~~$1.7 million ~~The~~for ~~estimation~~the ofthree ~~the~~months ~~fair~~ended ~~value of share-based awards~~June 30, ~~and~~2007. ~~those~~The ~~ultimately~~decrease ~~expected~~in ~~to vest, require judgment, and to~~ the ~~extent~~tax ~~actual~~provision ~~results~~primarily ~~differ~~resulted from ~~our estimates, such amounts will be recorded as an adjustment in~~ the ~~statements~~decrease ~~of income~~ in the ~~period such estimates are revised. We consider many factors in~~ ~~the~~German ~~computation~~corporate ofincome ~~fair values~~ and ~~estimating~~trade ~~future~~tax ~~expected~~rates, ~~forfeitures.~~which ~~Actual~~became ~~amounts~~effective ~~may differ~~January 1, ~~substantially from these estimates~~2008.

~~SFAS~~Net ~~123(R)~~Income. Our ~~also~~net ~~requires~~income ~~that~~for the ~~benefits~~three ofmonths ~~tax~~ended ~~deductions~~June 30, ~~for~~2008 ~~exercised~~was ~~stock options in~~$2.1 million, ~~excess~~compared ofto ~~recognized~~$3.1 million ~~compensation~~for ~~cost~~the bethree ~~reported~~months asended aJune 30, ~~financing~~2007. ~~cash~~The ~~flow~~decrease onin anet ~~prospective~~income ~~basis,~~was ~~rather~~primarily ~~than~~the asresult anof ~~operating~~the ~~cash~~litigation, ~~flow~~investigation asand ~~required~~remediation ~~under~~costs ~~previous~~and ~~literature.~~the ~~This requirement~~costs ~~reduces~~associated ~~net~~with ~~operating~~the ~~cash~~proposed ~~flows~~merger, ~~and~~partially ~~increases~~offset ~~net~~by ~~financing~~our ~~cash~~increased ~~flows~~revenues ~~after~~and ~~the~~resulting operating ~~effective~~profit, ~~date and~~primarily in ~~periods~~our ~~when~~comparison weshopping ~~realize~~segment. ~~excess~~Net income ~~tax~~available ~~benefits.~~to ~~During~~common stockholders for the three months ended ~~March~~June 3130, ~~2007,~~ we2008 ~~recognized~~was $~~41,000~~0.08 per inshare ~~excess~~for ~~income~~basic ~~tax~~and ~~benefits~~diluted, ~~from~~as compared ~~exercised~~to ~~options~~$0.12 per onshare ~~the~~for ~~unaudited consolidated~~basic ~~statements~~and of$0.11 ~~cash~~per ~~flows.~~share ~~During~~for diluted for the three months ended ~~March~~ June 3130, ~~2006, we did not have any excess income tax benefits from exercised options~~2007.

~~Translation~~North ofAmerican ~~foreign~~Segment ~~currencies. We established subsidiaries and began operations outside~~Results the United States during the year ended December 31, 2003. Except for the entities acquired in connection with the acquisition of Ciao on April 6, 2005, the functional currency of these foreign subsidiaries is the U.S. Dollar. All current assets and liabilities of these foreign subsidiaries are translated at the period end (current) exchange rates and components of revenue and expense are translated at the average exchange rates for the periods. The effects of currency rate changes for these entities are included in Other income and expense in the consolidated statements of income and are considered immaterial for each of the periods presented. Subsequent to April 6, 2005, the functional currency for the entities acquired in the Ciao acquisition is their respective local currency, primarily the Euro. Assets and liabilities for the entities acquired in the Ciao acquisition are translated at period end (current) exchange rates, and components of revenue and expense are translated at the average exchange rates for the applicable period. These translation adjustments are included in Accumulated other comprehensive loss in the consolidated balance sheets.

The following table sets forth the results of our North American Internet survey solutions segment based on the amounts and percentage relationship of the items listed to gross segment revenues for the periods presented.


	Three Months Ended June 30,
	2008		%			2007		%
	($ in thousands)
Gross segment revenues	$	18,726		100.0	%	$	17,328		100.0	%
Segment operating income		3,049		16.3			3,448		19.9

Gross Segment Revenues. Gross segment revenues for the three months ended June 30, 2008 were $18.7 million, compared to $17.3 million for the three months ended June 30, 2007, an increase of $1.4 million, or 8.1%. Gross segment revenues increased primarily as a result of higher client spending in the United States, offset by continued pricing pressure.

Segment Operating Income. Segment operating income for the three months ended June 30, 2008 was $3.0 million, compared to $3.4 million for the three months ended June 30, 2007, a decrease of $0.4 million or 11.6%. Segment operating income decreased primarily as a result of lower margins, primarily resulting from higher use of outsourced sample and data supplied by our Ciao Internet survey solutions segment, and higher amortization expense. This was partially offset by lower costs, primarily in the areas of panel expense, research and development expenses, marketing and business development expenses, offset by higher sales personnel expenses.

Ciao Internet Survey Solutions Segment Results

The following table sets forth the results of our Ciao Internet survey solutions operating segment based on the amounts and percentage relationship of the items listed to gross segment revenues for the period presented.


	Three Months Ended June 30,
	2008		%			2007		%
	($ in thousands)
Gross segment revenues	$	8,687		100.0	%	$	8,222		100.0	%
Segment operating income		3,040		35.0			2,066		25.1

Gross Segment Revenues. Gross segment revenues for the three months ended June 30, 2008 were $8.7 million, compared to $8.2 million for the three months ended June 30, 2007, an increase of $0.5 million or 5.7%. Fluctuations in currency rates increased gross segment revenues by approximately $0.8 million. The decrease in gross segment revenues was due primarily to lower client spending across Europe, and to a lesser extent to continued pricing pressure and increased competition.

Segment Operating Income. Segment operating income for the three months ended June 30, 2008 was $3.0 million, compared to $2.1 million for the three months ended June 30, 2007, an increase of $1.0 million or 47.1%. Fluctuations in currency rates increased segment operating income by approximately $0.1 million. Segment operating income increased due primarily to higher gross margins, primarily related to lower direct project personnel costs and lower incentive costs, and reduced panel and marketing costs, which was partially offset by lower revenues after providing for the effects of currency rate fluctuations, and the increased use of outside sample.

Ciao Comparison Shopping Segment Results

The following table sets forth the results of our Ciao comparison shopping operating segment based on the amounts and percentage relationship of the items listed to gross segment revenues for the period presented.


	Three Months Ended June 30,
	2008		%			2007		%
	($ in thousands)
Gross segment revenues	$	11,540		100.0	%	$	7,638		100.0	%
Segment operating income		5,604		48.6			4,205		55.1

Gross Segment Revenues. Gross segment revenues for the three months ended June 30, 2008 were $11.5 million, compared to $7.6 million for the three months ended June 30, 2007, an increase of $3.9 million or 51.1%. Fluctuations in currency rates increased gross segment revenues by approximately $1.3 million. Gross segment revenues increased primarily as a result of increased conversion rates of visitors to click-throughs, expanded product catalogs, increased merchant relationships (increasing approximately 83% between June 30, 2007 and June 30, 2008), improved site content and improved product search capabilities as well as growth in the core e-Commerce markets in Europe.

Segment Operating Income. Segment operating income for the three months ended June 30, 2008 was $5.6 million, compared to $4.2 million for the three months ended June 30, 2007, an increase of $1.4 million or 33.3%. Fluctuations in currency rates increased segment operating income by approximately $0.4 million. Segment operating income increased primarily as a result of the additional revenue growth noted above in conjunction with the high operating leverage in this segment, slightly offset by the additional costs associated with the launch of our Ciao comparison shopping engine in the United States and higher advertising and marketing costs.

Results of Operations

~~Three~~Six Months Ended ~~March~~June 3130, ~~2007~~2008 compared to ~~Three~~Six Months Ended ~~March~~June 3130, ~~2006~~2007

Consolidated Results

The following table sets forth our consolidated results of operations based on the amounts and percentage relationship of the items listed to net revenues for the periods presented:

	Three Months Ended March 31,
	Six Months Ended June 30,
	2007			%			2006			%
	2008			%			2007			%
	($ in thousands)			~~($ in thousands)~~
Net revenues	$	2766,~~469~~941			100.0	%	$	2158,~~532~~295			100.0	%
Cost of revenues		715,~~139~~571			2623.03			515,~~548~~397			2526.84
Gross profit		2051,~~330~~370			7476.07			1542,~~984~~898			7473.26
Operating expenses:
Selling, general and administrative		1240,~~980~~549			4760.36			927,~~535~~188			4446.36
Panel acquisition		1,~~048~~639			32.84			1,~~706~~826			73.91
Depreciation and amortization		24,~~153~~703			7.80			24,~~316~~321			~~10.~~7.4
Research and development		12,~~132~~562			43.18			~~941~~2,136			43.47
Restructuring charges		—			0.0			168			0.8
Total operating expenses		49,453			73.8			35,471			60.8
Total operating expenses		17,313			63.0			14,666			68.1
Operating income		1,917			2.9			7,427			12.8
Operating income		3,017			11.0			1,318			6.1
Other income, net		540			0.8			522			0.9
Other income (expense):
Income before income taxes		2,457			3.7			7,949			13.7
Interest income (expense), net		143			0.5			(167	)		(0.8	)
Provision for income taxes		485			0.7			2,890			5.0
Other income (expense), net		(23	)		(0.1	)		52			0.2
Net income	$	1,972			3.0	%	$	5,059			8.7	%
Total other income (expense), net		120			0.4			(115	)		(0.6	)
Income before income taxes		3,137			11.4			1,203			5.6
Provision for income taxes		1,178			4.3			362			1.7
Net income	$	1,959			7.1	%	$	841			3.9	%

Net Revenues. Net revenues for the ~~three~~six months ended ~~March~~June 3130, ~~2007~~2008 were $2766.59 million, compared to $2158.53 million for the ~~three~~six months ended ~~March~~June 3130, ~~2006~~2007, an increase of $68.06 million, or 27or 14.68%. Fluctuations in currency rates increased net revenues by approximately $13.14 million~~. Excluding~~ ~~the~~or ~~effects of currency rate fluctuations, net revenues would have increased by approximately $4~~5.~~9 million~~8%. Net revenues increased primarily as a result of our comparison shopping ~~business~~ segment, which accounted for approximately $25.85 million. ~~and~~Our ~~to a lesser extent to our~~ North American Internet survey solutions segment, ~~which~~revenues increased ~~accounted for approximately~~ $10.96 million, over the prior year period and our Ciao Internet survey solutions segment, revenues ~~which~~declined ~~accounted~~by ~~for approximately~~ $0.29 million.

Net revenues at our comparison shopping business increased 56.2% as a result of increased conversion ~~traffic~~rates of visitors to click-throughs, expanded product catalogs, increased merchant relationships (increasing approximately 83% between June 30, 2007 and June 30, 2008), increased traffic visitation by unique visitors, ~~improved~~(average ~~site~~monthly ~~content~~unique visitors increased approximately 6% for the six months ended June 30, ~~expanded~~2008 ~~product~~as ~~catalogues~~compared to the six months ended June 30, ~~increased~~2007), improved ~~merchant~~site ~~relationships~~content, improved product search capabilities as well as growth in the core e-Commerce markets in Europe. Net revenues at our combined Internet survey solutions segments declined 1.5% due primarily to lower client spending and to a lesser extent to continued pricing pressure.

~~Net~~Gross ~~revenues~~Profit. Gross atprofit ~~our~~for ~~Internet~~the ~~survey~~six ~~solutions~~months ~~segments~~ended ~~increased~~June 30, as2008 awas ~~result~~$51.4 million, compared to $42.9 million for the six months ended June 30, 2007, an increase of ~~improvement~~$8.5 million, inor 19.7%. ~~survey~~Gross ~~respondent~~profit ~~supply~~for ~~via~~the ~~our~~six ~~panel~~months ended June 30, ~~our~~2008 ~~Real-Time~~was ~~Sampling™~~76.7% ~~capability~~of ~~and~~net ~~our~~revenues, ~~outside~~compared ~~sample~~to 73.6% ~~suppliers,~~for inthe ~~conjunction~~six ~~with~~months aended ~~significant~~June 30, ~~investment~~2007. Fluctuations in ~~our~~currency ~~selling,~~rates ~~marketing~~increased ~~and~~gross ~~business~~profit by ~~development~~approximately ~~team~~$2.7 million. inGross ~~North~~profit ~~America~~increased asprimarily ~~well~~due asto at(i) increased ~~the~~high-margin comparison ~~Ciao~~shopping ~~Internet~~revenues, ~~survey~~(ii) lower ~~solutions~~incentive ~~team~~costs inof ~~Europe~~3.9% and (iii) lower personnel costs of ~~Furthermore~~1.0%, ~~improvement~~partially inoffset ~~quality,~~by ~~contributed~~(i) higher tooutside sample costs of 4.0% and (ii) higher amortization expense of .9% in our ~~overall~~Internet ~~revenue~~survey ~~growth~~solutions business.

~~Gross~~We ~~Profit.~~expect ~~Gross~~gross profit ~~for~~margin ~~the~~to ~~three~~remain ~~months~~variable ~~ended~~from ~~March 31,~~period ~~2007~~to ~~was~~period ~~$20.3 million, compared~~as toa ~~$16.0 million~~result ~~for~~of ~~the~~shifts in ~~three~~product ~~months~~mix ~~ended~~among ~~March 31~~full service, ~~2006~~sample only, anbusiness-to-business, ~~increase~~healthcare ofand ~~$4.3 million,~~projects orrequiring ~~27.2%.~~outside ~~Gross~~sample, ~~profit~~which ~~for~~product ~~the~~mix ~~three~~remains ~~months~~largely ~~ended~~unpredictable. ~~March 31~~Additionally, ~~2007~~gross profit ~~was~~will ~~74.0%~~be ofaffected ~~net~~by ~~revenues, compared~~the totiming ~~74.2%~~and ~~for~~amount ~~the~~of ~~three~~comparison ~~months~~shopping ~~ended~~revenue ~~March 31,~~recognized ~~2006~~in each period. ~~Fluctuations~~We inbelieve ~~currency~~our ~~rates increased~~Internet ~~gross~~survey ~~profit~~solutions bymargins ~~approximately~~could ~~$0.9 million.~~experience ~~Excluding~~downward ~~the~~pressure ~~effects~~as a result of ~~currency~~the ~~rate fluctuations,~~increasingly ~~gross~~competitive ~~profit~~environment ~~would~~and ~~have~~the ~~increased~~resulting bypricing ~~approximately~~pressure ~~$3.4 million.~~in ~~Gross profit~~the ~~increased~~Internet ~~primarily~~survey ~~due~~solutions tosegment. ~~the~~However, ~~additional~~this ~~revenues~~impact ~~described~~could ~~above,~~be ~~offset~~reduced ~~slightly~~or asoffset aby ~~result~~the ofhigh ~~higher~~gross ~~costs~~margin ~~associated~~in ~~with~~the ~~filling~~faster ~~surveys~~growing ~~through~~comparison ~~our~~shopping ~~Real-Time~~segment ~~Sampling~~as ~~capability,~~the ~~outside~~comparison shopping segment’s ~~sample~~net ~~costs~~revenues ~~and~~become ~~higher~~a ~~incentive~~greater ~~costs~~proportion of our consolidated revenues.

We expect gross profit to remain variable from period to period as a result of shifts in product mix among full service, sample only, business-to-business, healthcare and projects requiring outside sample, which product mix remains largely unpredictable. Additionally, gross profit will be affected by the timing and amount of comparison shopping revenue recognized in each period. We believe our overall margins could experience downward pressure as a result of the increasingly competitive environment and the resulting pricing pressure in the Internet survey solutions segment.

Selling, General and Administrative. Selling, general and administrative expenses for the three months ended March 31, 2007 were $12.9 million, compared to $9.5 million for the prior year, an increase of $3.4 million, or 36.1%. Fluctuations in currency rates increased selling, general and administrative expenses by approximately $0.4 million. Excluding the effects of currency rate fluctuations, selling, general and administrative expenses would have increased by approximately $3.0 million. Selling, general and administrative expenses increased primarily as a result of increased compensation costs of approximately $1.0 million, comparison shopping advertising of approximately $0.4 million, costs associated with the bifurcation of the European businesses of approximately $0.3 million, public company costs of approximately $0.3 million and additional Stock-based compensation of approximately $0.2 million.

Selling expenses increased by approximately $0.9 million, primarily related to personnel costs including commissions, travel costs, and stock-based compensation.

Marketing and promotion costs increased approximately $0.4 million for the three months ended March 31, 2007, primarily related to advertising and marketing programs associated with to our comparison shopping business.

General and administrative expenses increased approximately $1.7 million, primarily as a result of higher personnel costs, consulting fees, facilities costs, and costs incurred in the first quarter of 2007 in connection with the bifurcation of our European business into separate legal and operating entities.

Personnel costs associated with general and administrative expenses increased approximately $0.9 million for the three months ended March 31, 2007, primarily as a result of the following:

i) an increase in incentive compensation accruals for G&A employees and senior management, related to our improved performance in 2007 over 2006;

ii) costs incurred in connection with the bifurcation of our European businesses, primarily travel, food and lodging costs;

iii) further investment in the latter part of 2006 in finance and administrative staff, primarily in our European businesses as a result of the initial implementation of Sarbanes-Oxley Section 404 compliance in Europe; and

iv) increased stock-based compensation expense in accordance with SFAS 123(R).

General and administrative expenses, excluding personnel costs, increased approximately $0.7 million for the three months ended March 31, 2007 primarily as a result of costs associated with the bifurcation of our European businesses, including fees associated with assistance from outside experts in the areas of European tax and corporate law and accounting and finance as well as higher consulting costs, public company expenses, and facility costs.

Selling, general and administrative expenses as a percentage of net revenues increased to 47.3% for the three months ended March 31, 2007 from 44.3% of net revenues for the three months ended March 31, 2006. In the near term, we expect selling, general and administrative expenses as a percentage of net revenues to decline as revenues increase during the year.

Panel Acquisition. Panel acquisition expenses were $1.1 million for the three months ended March 31, 2007, compared to $1.7 million for the three months ended March 31, 2006, a decrease of $0.6 million, or 38.6%. Fluctuations in currency rates were immaterial in panel acquisition expenses in the current period. Panel acquisition expenses decreased primarily as a result of our increased use of our Real-Time Sampling capability to obtain respondent data, resulting in lower production demand placed upon our panels. As noted in our discussion regarding gross profit, we experienced an increase in our Real-Time Sampling expense as a result of this production shift.

~~Panel~~Selling, ~~acquisition~~General ~~expenses~~and ~~were 3~~Administrative.8% Selling, ofgeneral ~~net~~and ~~revenues~~administrative expenses for the ~~three~~ six months ended ~~March~~June 3130, ~~2007 and~~2008 7were $40.9%5 million, compared to $27.2 million for the ~~three~~same ~~months~~period ~~ended~~in ~~March 31~~the prior year, ~~2006.~~an ~~Excluding~~increase ~~the~~of ~~effects~~$13.4 million, ofor ~~amortization~~49.1%. ~~costs~~Fluctuations ~~of acquired~~in ~~panel~~currency ~~members~~rates increased selling, wegeneral ~~expect~~and ~~our~~administrative ~~panel~~expenses ~~acquisition~~by ~~costs~~approximately to$1.9 million. ~~remain~~Selling, ~~variable~~general ~~from~~and administrative ~~period~~expenses ~~to period~~increased primarily as a ~~percentage~~result of ~~revenues~~costs asincurred wein ~~continue~~connection towith investigating ~~utilize~~and ~~our~~defending ~~Real-Time~~against ~~Sampling~~the ~~capabilities~~class ~~to supplement~~action ~~our~~lawsuit ~~need~~and ~~for~~remediating ~~panelists,~~thereon asof we$3.9 million, ~~strategically expand~~ the ~~breadth~~litigation ~~and depth~~settlement charge of ~~our~~$2.0 million, ~~Internet~~costs ~~panels~~incurred in ~~Europe,~~connection ~~Latin~~with ~~America,~~the proposed ~~Asia~~merger of $1.5 million, ~~Eastern~~increased ~~Europe~~compensation ~~and~~costs ~~North~~of ~~America~~approximately $1.6 million, increased advertising and aspromotion wecosts ~~replenish~~of ~~panelist~~approximately ~~attrition~~$1.1 million, wehigher ~~experience~~facility inand ~~the~~lease costs ~~normal~~of ~~course~~approximately $1.0 million and higher public company costs of ~~business~~approximately $0.4 million.

~~Depreciation~~Selling ~~and Amortization. Depreciation and amortization~~ expenses ~~(excluding~~increased ~~amortization included~~approximately ~~in Cost of revenues and Panel acquisition expenses) for the three months ended March 31, 2007 were~~ $20.16 million, ~~compared to $2.3 million~~ for the ~~three~~six months ended ~~March~~June 3130, ~~2006~~2008, a ~~decrease~~primarily ofrelated ~~$0.2 million,~~to orpersonnel ~~7.0%.~~costs ~~Fluctuations~~including ~~in currency rates increased depreciation and amortization expenses by approximately $0.1 million. Excluding the effects of currency rate fluctuations~~commissions, ~~depreciation~~benefits and ~~amortization~~other ~~expenses~~personnel ~~would have decreased by approximately $0.3~~related ~~million.~~costs ~~This decrease in depreciation~~ and ~~amortization~~stock-based expense occurred as a result of reduced amortization of certain of the amortizable intangible assets acquired in the acquisition of OpinionSurveys, Rapidata, goZing and Ciao in late 2004 and early 2005 as these amortizable intangible assets become fully amortizedcompensation. ~~This decline was partially offset by increases in capital~~ expenditures, including higher capital expenditures related to internal use software, which has a shorter estimated useful life than other capital expenditures. The internal use software expenditures relate to:

i) Advertising ~~the~~and ~~continuing~~promotion ~~development~~costs ofincreased ~~our~~approximately ~~Unified~~$1.0 million ~~Panel~~for ~~System,~~the ~~our~~six ~~Survey~~months ~~Management~~ended June 30, ~~System~~2008, ~~and~~primarily ~~other~~related ~~Internet~~to ~~survey~~advertising ~~solutions~~and ~~operating~~marketing ~~systems~~programs inassociated ~~North~~with ~~America; ii) the expansion of~~ our comparison ~~North~~shopping ~~American~~business, ~~Internet~~and ~~survey solutions operating systems~~ to a ~~worldwide~~lesser ~~enterprise~~extent ~~system;~~higher ~~and,~~marketing ~~iii)~~costs ~~ongoing improvements and software re-engineering~~ in our ~~comparison~~Internet ~~shopping~~survey solutions ~~segment’s operating systems~~businesses.

InGeneral and administrative expenses increased approximately $9.9 million for the ~~near-term~~six months ended June 30, we2008, ~~expect~~primarily ~~acquisition-related~~as ~~amortization~~a toresult ~~continue~~of tothe ~~decline~~investigation, ~~but~~litigation toand beremediation costs ~~offset~~of by$3.9 million, ~~increased~~the ~~depreciation~~litigation ~~and~~settlement ~~amortization~~charge ~~related~~of to$2.0 million, costs incurred in connection with the ~~internal~~proposed ~~use~~merger ~~software~~of ~~development and~~$1.5 million, ~~expanding~~higher ~~infrastructure~~personnel ~~needed~~costs toof ~~support~~approximately ~~growth~~$1.1 million, higher infacilities ~~our~~costs ~~comparison~~of ~~shopping~~approximately $1.0 million and ~~Internet survey~~higher ~~solutions~~public ~~segments~~company costs of approximately $0.4 million.

~~Research~~Personnel ~~and~~costs ~~Development.~~associated ~~Research~~with general and ~~development~~administrative expenses ~~for~~increased ~~the three months ended March~~approximately ~~31, 2007 were~~ $1.1 million, ~~compared to $0.9 million~~ for the ~~three~~six months ended ~~March~~June 3130, ~~2006~~2008, ~~an increase~~primarily ~~of $0.2 million, or 20.3%. Research and development expenses increased~~ as a result of ~~increased~~ ~~research and development staff in our European businesses due primarily to the~~ increased ~~growth~~ ~~in our comparison shopping segment. In addition, during the latter part of 2006, and as part of separating the European businesses, we required additional~~ personnel ~~to separate and maintain~~ ~~our~~compensation European technology platforms and to continue to integrate and develop new software applications to automate manual processes in our Internet survey solutions operating environment in both our North American and Ciao Internet survey solutions business platforms. Furthercosts, we increased ~~spending~~stock-based oncompensation ~~research~~ and ~~development~~increased inbenefit ~~our~~costs, ~~comparison~~offset ~~shopping segment in order to~~slightly ~~improve~~by ~~scalability~~reduced oftravel ~~our infrastructure~~ and ~~enhance~~entertainment ~~the content and user experience on our comparison shopping websites~~costs. ~~We expect research and development expenses to increase in the future~~ ~~as we continue on the path of automating, evolving and improving our internal technologies.~~

~~Restructuring~~Selling, ~~Charges.~~general Inand ~~December 2005,~~administrative weexpenses ~~announced~~as a ~~rightsizing~~percentage ~~plan~~of ~~which~~net ~~involved~~revenues aincreased to ~~restructuring~~60.6% ~~and~~for ~~rightsizing~~the ofsix ~~our~~months ~~North~~ended ~~American~~June 30, ~~business~~2008 from 46.6% ~~During~~of net revenues for the ~~three~~six months ended ~~March~~ 31June 30, ~~2006,~~2007. weOf ~~included~~this ~~pre-tax~~increase, ~~restructuring~~the ~~expenses~~additional oflitigation ~~approximately~~and ~~$0.2 million~~investigation ~~associated~~costs ~~with~~accounted for ~~office~~approximately ~~closings~~six ~~and~~percentage ~~personnel~~points, ~~employment~~the ~~termination.~~litigation Wesettlement ~~have~~charge ~~completed~~accounted ~~the~~for ~~restructuring~~approximately ~~activities~~three ~~under~~percentage ~~this~~points, ~~plan~~currency ~~and~~rate ~~these~~fluctuations ~~restructuring~~accounted ~~expenses~~for approximately three percentage points and the costs associated with ~~our~~the ~~rightsizing~~proposed ~~plan~~merger accounted for approximately two percentage ~~did~~points. ~~not~~In ~~have~~the anear ~~material~~term, ~~impact~~except onfor ~~our~~the ~~results~~impact of ~~operations,~~further ~~cash~~litigation ~~flows~~costs, ~~liquidity~~we expect selling, general orand ~~capital~~administrative expenses as a percentage of net revenues to decline as revenues increase ~~resources~~during the remainder of the year.

~~Interest~~Panel ~~Income (~~Expense~~), Net~~. Panel ~~Net~~expense ~~interest~~was ~~income~~$1.6 million for the ~~three~~six months ended ~~March~~June 3130, ~~2007 was $0.1 million~~2008, compared to ~~net interest expense of~~ $01.28 million for the ~~three~~six months ended ~~March 31~~June 30, ~~2006~~2007, ana ~~increase~~decrease ~~in net interest income~~ of $0.32 million, or 10.2%. WeFluctuations ~~have~~in ~~continued~~currency torates ~~increase~~were ~~our~~immaterial in panel acquisition expenses in the current ~~excess~~period. ~~cash~~Panel ~~position~~expense ~~and~~decreased ~~have~~primarily ~~continued~~as toa ~~invest~~result of our ~~excess~~increased ~~cash,~~use ~~including~~of ~~increased~~our ~~investments~~Real-Time inSampling ~~marketable~~capability ~~securities,~~to ~~which~~obtain ~~resulted~~respondent data, resulting in ~~additional~~lower ~~interest~~production ~~income~~demand placed upon our panels. InAs ~~addition,~~noted ~~during~~in ~~the three~~our ~~months~~discussion ~~ended~~regarding ~~March 31,~~gross ~~2006~~profit, we ~~incurred~~experienced ~~interest~~an increase in our Real-Time Sampling expense as a result of this production shift.

Panel expense was 2.4% of net revenues for the six months ended June 30, 2008 and 3.1% for the six months ended June 30, 2007. Except for the effects of amortization costs of acquired panel members, we expect our panel acquisition costs to remain variable from period to period as a percentage of revenues as we continue to utilize our Real-Time Sampling capabilities to supplement our panel production, and we strategically expand the breadth and depth of our Internet panels in Europe, Latin America, Asia, Eastern Europe and North America and as we develop these panels for use with our Unified Panel System.

Depreciation and Amortization. Depreciation and amortization expenses (excluding amortization included in Cost of revenues and Panel expense) for the six months ended June 30, 2008 were $4.7 million, compared to $4.3 million for the six months ended June 30, 2007, an increase of $0.4 million, or 8.8%. Fluctuations in currency rates increased depreciation and amortization expenses by approximately $0.4 million. Depreciation and amortization remained relatively flat as a result of certain software applications and certain of the amortizable intangible assets acquired as a result of our prior acquisitions in late 2004 and early 2005, had become fully amortized. This reduction was offset by increased amortization related to our higher capital expenditures, including

~~associated~~higher ~~with~~ capital ~~lease obligations~~expenditures ~~with~~related ~~Somerset~~to ~~Capital.~~internal ~~In March 2006~~use software, wewhich ~~paid~~has ~~off~~a ~~the~~shorter ~~balance~~estimated ofuseful ~~the~~life than other capital ~~lease~~expenditures. The internal ~~obligations~~use ~~with~~software ~~Somerset~~expenditures ~~Capital.~~relate primarily to:

~~Other Income (Expense~~iv), ~~Net.~~the ~~Other~~continuing ~~expense~~development ~~increased~~of byour ~~approximately~~Unified ~~$0.1 million~~Panel ~~for~~System, ~~the three~~our ~~months~~Survey ~~ended~~Management ~~March 31~~System, ~~2007~~and ~~when~~other ~~compared~~Internet tosurvey ~~the~~solutions ~~same~~operating ~~period~~systems in ~~the~~North ~~prior~~America; ~~year.~~v) ~~Other~~the ~~expense relates~~expansion ~~primarily~~of toour ~~the~~North ~~effects~~American ofInternet ~~currency~~survey ~~rate~~solutions ~~changes~~operating onsystems ~~transactions~~to ~~denominated~~a inworldwide ~~currencies other~~enterprise ~~than~~system; ~~the~~and, ~~recording~~vi) ~~currency~~ongoing ofenhancements ~~the~~and ~~environment~~software ~~where~~re-engineering in our ~~subsidiaries~~comparison ~~operate~~shopping segment’s operating systems.

~~Provision~~In ~~for Income Taxes. We recorded an income tax provision for~~ the ~~three months ended March 31~~near-term, ~~2007~~we ofexpect ~~$1.2 million,~~acquisition-related ~~compared~~amortization to ~~$0.4 million~~continue ~~for~~to ~~the~~decline, ~~three~~but ~~months~~to ~~ended March 31, 2006.~~be ~~Our~~offset ~~effective~~by ~~tax~~increased ~~rate~~depreciation ~~was~~and ~~37.6%~~amortization ~~and 30.1%~~related ~~for~~to the ~~three~~internal ~~months~~use ~~ended~~software ~~March 31,~~development and ~~2007~~expanding ~~and~~infrastructure ~~2006,~~needed ~~respectively.~~to ~~The~~support ~~increase~~growth in ~~the tax~~our ~~provision~~comparison isshopping ~~primarily~~and aInternet survey ~~result~~solutions ~~of our increased profitability~~segments.

WeResearch ~~establish~~and ~~valuation~~Development. Research ~~allowances~~and indevelopment ~~accordance~~expenses ~~with~~for the ~~provisions~~six ofmonths ~~Statement~~ended ~~of Financial~~June 30, ~~Accounting~~2008 ~~Standards~~were No$2.6 ~~109~~million, ~~“Accounting~~compared to $2.1 million for ~~Income~~the ~~Taxes”~~six ~~(“SFAS~~months ~~109”)~~ended June 30, 2007. Fluctuations Wein ~~continually~~currency ~~assess~~rates ~~our~~increased research and development expenses by $0.3 million in the ~~need~~current ~~for~~period. aResearch ~~tax~~and ~~valuation~~development ~~allowance~~expenses onincreased slightly as a ~~quarterly~~result ~~basis~~of ~~based~~higher compensation oncosts ~~all~~primarily ~~available~~in ~~information~~our Ciao comparison shopping operating segment, partially offset by lower compensation costs in our North American operating segment. AsThis increase was the result of ~~March 31,~~increased ~~2007,~~research and asdevelopment astaff ~~result~~in ofour ~~this~~European ~~assessment,~~businesses wedue ~~continue~~primarily to ~~believe~~the ~~that~~increased growth in our ~~domestic~~comparison shopping segment and additional personnel required to operate the separate ~~deferred~~businesses ~~tax~~post ~~assets~~bifurcation ~~are~~and ~~more~~as ~~likely~~we ~~than~~continue ~~not~~to integrate and develop new software applications to beautomate ~~realized.~~manual Asprocesses ofin ~~March 31,~~our ~~2007,~~Internet asurvey ~~valuation~~solutions operating environment in both our ~~allowance~~North ofAmerican ~~approximately~~and ~~$0.2 million~~Ciao ~~has~~Internet ~~been~~survey ~~recorded~~solutions ~~against~~business ~~certain~~platforms. ~~foreign~~Further, ~~deferred~~we ~~tax~~expect to ~~assets~~increase ~~that~~spending ~~primarily~~on ~~relate~~research toand ~~net~~development ~~operating~~in ~~losses~~our ~~generated~~comparison ~~from~~shopping segment in order to improve scalability of our ~~recently~~infrastructure ~~established~~and ~~Ciao~~enhance the content and user experience on our ~~Australia~~comparison ~~operation~~shopping websites. We doexpect ~~not~~research ~~believe~~and ~~that~~development ~~these~~expenses ~~deferred~~to ~~tax~~increase ~~assets~~in ~~are~~the ~~more~~future as ~~likely~~we ~~than~~continue ~~not~~on ~~to be~~the ~~realized~~path of automating, evolving and improving our internal technologies.

InOther ~~December 2004~~Income, weNet. Other ~~completed~~income, anet ~~follow-on~~remained ~~public~~relatively ~~offering~~flat offor anthe ~~additional~~six ~~4.5 million~~months ~~shares~~ended June of30, ~~common~~2008 ~~stock.~~when ~~Pursuant~~compared to ~~Internal~~the ~~Revenue~~same ~~Code~~period ~~Section 382, certain substantial ownership changes may result~~ in anthe ~~annual~~prior ~~limitation~~year. onOther ~~the~~income, ~~amount of~~ net ~~operating~~increased ~~loss~~by ~~and tax credit~~$0.5 ~~carryforwards~~million ~~that~~due ~~may be utilized~~ to ~~offset~~higher ~~future~~interest income, ~~tax~~and ~~liabilities.~~decreased Weby ~~determined~~$0.3 million ~~that~~as ~~this follow-on~~the ~~public~~prior ~~offering~~year ~~triggered an ownership change pursuant to Internal Revenue Code Section~~period ~~382.~~included As a ~~result,~~gain ~~there will be an annual limitation~~ on ~~the~~sales ~~amount~~ of ~~our~~marketable ~~domestic~~securities ~~net~~and ~~operating loss~~$0.3 million ~~carryforwards~~due ~~(“NOLs”)~~primarily ~~that we can utilize~~ to ~~offset future taxable income. For~~ the ~~year~~effects ~~ended~~of ~~December 31,~~currency ~~2006,~~rate ~~the~~changes ~~utilization~~on oftransactions ~~our~~denominated ~~domestic~~in ~~NOLs~~currencies ~~was~~other ~~not~~than ~~impacted~~the byrecording ~~this limitation, and we~~currency doof ~~not anticipate that~~ the ~~year~~environment ~~ending~~where ~~December 31,~~our ~~2007~~subsidiaries ~~will be impacted by this limitation~~operate.

InProvision ~~July 2006,~~for ~~the~~Income ~~FASB released Interpretation No~~Taxes. ~~48,~~ We ~~“Accounting~~recorded ~~for~~an ~~Uncertainty~~income intax ~~Income Taxes,~~provision ~~an interpretation~~ of ~~FASB~~approximately ~~Statement No~~$0.5 ~~109”~~million for ~~(“FIN 48”). FIN 48 clarifies~~ the ~~accounting~~six ~~and reporting~~months ~~for~~ended ~~uncertainties~~June 30, in2008, ~~income~~compared ~~tax~~to ~~law~~$2.9 million ~~FIN 48 prescribes a comprehensive model~~ for the ~~financial~~ ~~statement~~six ~~recognition,~~months ~~measurement,~~ended ~~presentation and disclosure of uncertain tax~~June 30, ~~positions~~2007. ~~taken~~The ordecrease ~~expected to be taken~~ in ~~income~~the tax ~~returns.~~provision Weresulted ~~adopted~~from ~~FIN~~the 48favorable ontax ~~January 1,~~effect ~~2007 and recognized an increase~~ of ~~approximately $230,000 in~~ the ~~liability~~litigation ~~for~~and ~~unrecognized~~investigation ~~tax~~costs ~~benefits.~~and ~~This~~the ~~additional~~litigation ~~liability resulted~~settlement incharge anincurred ~~increase~~during to the ~~Accumulated~~six ~~deficit~~months ~~of approximately~~ended ~~$230~~June 30,~~000~~ 2008, aas ~~decrease~~well toas ~~long-term~~the ~~deferred~~reduction ~~tax~~in ~~assets~~the ofGerman ~~approximately $325,000~~corporate ~~and a decrease to long-term~~ income ~~taxes~~and ~~payable~~trade ~~of approximately~~tax ~~$95~~rates,~~000~~ aswhich became ofeffective January 1, ~~2007~~2008.

Net Income. Our net income for the ~~three~~six months ended ~~March~~June 3130, ~~2007~~2008 was $2.0 million, ~~compared~~ compared to $05.81 million for the ~~three~~six months ended ~~March~~June 3130, ~~2006~~2007. The ~~increase~~decrease in net income was ~~primarily~~ primarily the result of the litigation and investigation costs, the litigation settlement charge and the costs associated with the proposed merger, partially offset by our increased revenues and resulting operating profit, ~~slightly~~primarily ~~offset~~in byour ~~a higher~~comparison ~~income~~shopping ~~tax provision~~segment. Net income available to common stockholders for the ~~three~~six months ended ~~March~~ June 3130, ~~2007~~2008 was $0.08 07 per share for basic and ~~$0.07 per share for~~ diluted, as compared to net income of $0.03 20 per share for basic and $0.19 per share for diluted for the ~~three~~ six months ended ~~March~~June 3130, ~~2006~~2007.

North American Segment Results

The following table sets forth the results of our North American Internet survey solutions segment based on the amounts and percentage relationship of the items listed to net revenues for the periods presented.

	Three Months Ended March 31,
	2007		%			2006		%
	($ in thousands)
Gross segment revenues	$	15,587		100.0	%	$	13,815		100.0	%
Segment operating income		2,839		18.2			3,016		21.8

~~Gross~~North American Segment ~~revenues. Gross segment revenues for the three months ended March 31, 2007 were~~Results ~~$15.6 million, compared to $13.8 million for the three months ended March 31, 2006, an increase of $1.8 million, or 12.8%. Gross segment revenues increased primarily as a result of the following:~~

i) The ~~the~~following ~~improvement~~table insets ~~survey~~forth ~~respondent~~the ~~supply~~results ~~via~~of our ~~panel,~~North ~~our~~American ~~Real-Time~~Internet ~~Sampling~~survey ~~capability~~solutions segment ~~and~~based ~~our~~on ~~outside~~the ~~sample~~amounts ~~suppliers;~~and ~~ii)~~percentage arelationship ~~significant~~of ~~investment in~~ the ~~selling,~~items ~~marketing~~listed ~~and~~to ~~business~~gross ~~development~~segment revenues ~~team~~for inthe ~~North~~periods ~~America; and iii) improved product quality~~presented.

Segment Operating Income. Segment operating income for the three months ended March 31, 2007 was $2.8 million, compared to $3.0 million for the three months ended March 31, 2006, a decrease of $0.2 million or 5.9%. Segment operating income declined primarily as a result a significant investment in our selling, marketing and business development teams. This investment was partially offset by increased our revenues and corresponding gross profit on the additional revenues.


	Six Months Ended June 30,
	2008		%			2007		%
	($ in thousands)
Gross segment revenues	$	33,736		100.0	%	$	32,915		100.0	%
Segment operating income		5,699		16.9			6,287		19.1

Gross Segment Revenues. Gross segment revenues for the six months ended June 30, 2008 were $33.7 million, compared to $32.9 million for the six months ended June 30, 2007, an increase of $0.8 million, or 2.5%. Gross segment revenues increased primarily as a result of slightly higher client spending in the United States, although there continues to be pricing pressure.

Segment Operating Income. Segment operating income for the six months ended June 30, 2008 was $5.7 million, compared to $6.3 million for the six months ended June 30, 2007, a decrease of $0.6 million or 9.4%. Segment operating income decreased primarily as a result of lower gross margin, primarily due to a higher mix of projects that require data supplied by our Ciao Internet survey solutions segment or outsourced sample, and higher selling costs associated with the increased revenues. This decrease was partially offset by decreased costs, primarily in the areas of marketing and business development teams, lower panel expense and lower research and development expenses.

Ciao Internet Survey Solutions Segment Results

The following table sets forth the results of our Ciao Internet survey solutions operating segment based on the amounts and percentage relationship of the items listed to ~~net~~gross segment revenues for the period presented.

	Three Months Ended March 31,
	Six Months Ended June 30,
	2007		%			2006		%
	2008		%			2007		%
	($ in thousands)
Gross segment revenues	$	615,~~741~~522		100.0	%	$	514,~~745~~963		100.0	%
Segment operating income		14,~~863~~468		2728.68			13,~~766~~929		3026.73

Gross Segment Revenues. Gross segment revenues for the ~~three~~six months ended ~~March~~June 3130, ~~2007~~2008 were $615.75 million, compared to $515.70 million for the ~~three~~six months ended ~~March~~June 3130, ~~2006~~2007, an increase of $1.0.5 million or ~~17.~~3.7%. Fluctuations in currency rates increased ~~net~~gross segment revenues by approximately $01.6 5 million. ~~Excluding~~The ~~the~~decrease ~~effects~~in ~~of currency rate fluctuations,~~ gross segment revenues ~~would have increased by approximately $0.4 million, which~~ was ~~primarily~~ due primarily to ~~the~~lower ~~extension~~than anticipated ~~of the~~ client ~~base~~ inspending across Europe, and to ~~data~~a ~~supplied~~lesser extent to ~~our~~continued ~~North~~pricing ~~American~~pressure ~~Internet survey solutions segment for~~and ~~European~~increased ~~sourced data~~competition.

Segment Operating Income. Segment operating income for the ~~three~~six months ended ~~March~~June 3130, ~~2007 was~~2008 was $14.95 million, compared to $13.89 million for the ~~three~~six months ended ~~March~~June 3130, ~~2006~~2007, an increase of of $0.15 million or 513.57%. ~~Segment~~Fluctuations ~~operating~~in ~~income~~currency rates increased ~~slightly~~segment ~~over~~operating ~~the~~income ~~same~~by approximately ~~period~~$0.1 million. inSegment ~~the prior~~operating ~~year~~income increased due primarily to ~~the~~lower ~~effects~~incentives, direct ofproject ~~currency~~labor ~~rate~~costs ~~fluctuations.~~and ~~Segment~~lower ~~operating~~consulting ~~income decreased~~costs. asThis awas ~~percentage~~partially ofoffset ~~net~~by lower revenues after ~~due~~providing ~~primarily~~for tothe ~~increased~~effects ~~project~~of ~~personnel~~currency ~~and incentive~~rate ~~costs~~fluctuations, and tothe increased ~~marketing~~use ~~and~~of ~~administrative costs~~outside sample, ~~partially offset by~~ increased ~~revenues~~ facility and ~~decreased~~leasing ~~panel acquisition~~ costs.

Ciao Comparison Shopping Segment Results

The following table sets forth the results of our Ciao comparison shopping operating segment based on the amounts and percentage relationship of the items listed to net revenues for the period presented.

	Three Months Ended March 31,
	2007		%			2006		%
	($ in thousands)
Net revenues	$	6,760		100.0	%	$	3,407		100.0	%
Segment operating income		3,983		58.9			1,650		48.4

~~Net~~Ciao ~~Revenues.~~Comparison ~~Net~~Shopping ~~revenues~~Segment ~~for the three months ended March 31, 2007 were $6.8 million,~~Results compared to $3.4 million for the three months ended March 31, 2006, an increase of $3.4 million or 98.4%. Fluctuations in currency rates increased net revenues by approximately $0.6 million. Excluding the effects of currency rate fluctuations, net revenues would have increased by approximately $2.8 million. Net revenues increased primarily as a result of increased traffic visitation by unique visitors, improved site content, expanded product catalogues, increased merchant relationships and improved product search capabilities as well as growth in the core e-Commerce markets in Europe.

~~Segment~~The ~~Operating~~following ~~Income.~~table ~~Segment~~sets ~~operating~~forth ~~income for~~ the ~~three~~results ~~months ended March 31, 2007 was $4.0 million, compared to $1.7 million for the three months ended March 31, 2006, an increase~~ of ~~$2.3 million~~our orCiao ~~141.4%.~~comparison ~~Fluctuations~~shopping ~~in currency rates increased segment~~ operating ~~income by~~segment ~~approximately~~based ~~$0.3 million.~~on ~~Excluding~~ the ~~effects~~amounts ofand ~~currency~~percentage ~~rate~~relationship ~~fluctuations, segment operating income would have increased by approximately $2.0 million. Segment operating income increased primarily as a result~~ of the ~~additional~~items ~~revenue~~listed ~~growth~~to ~~noted~~gross ~~above~~segment inrevenues ~~conjunction with~~ for the ~~high operating~~period ~~leverage in this segment~~presented.


	Six Months Ended June 30,
	2008		%			2007		%
	($ in thousands)
Gross segment revenues	$	22,562		100.0	%	$	14,398		100.0	%
Segment operating income		11,515		51.0			8,188		56.9

Gross Segment Revenues. Gross segment revenues for the six months ended June 30, 2008 were $22.6 million, compared to $14.4 million for the six months ended June 30, 2007, an increase of $8.2 million or 56.7%. Fluctuations in currency rates increased gross segment revenues by approximately $2.5 million. Gross segment revenues increased primarily as a result of increased conversion rates of visitors to click-throughs, expanded product catalogs, increased merchant relationships (increasing approximately 83% between June 30, 2007 and June 30, 2008), increased traffic visitation by unique visitors (average monthly unique visitors increased approximately 6% for the six months ended June 30, 2008 as compared to the six months ended June 30, 2007), improved site content, and improved product search capabilities as well as growth in the core e-Commerce markets in Europe. Additionally, beginning in May 2007, effective with the completion of the separation of the European businesses, the Ciao comparison shopping segment began selling panelists to the Ciao Internet survey solutions segment.

Segment Operating Income. Segment operating income for the six months ended June 30, 2008 was $11.5 million, compared to $8.2 million for the six months ended June 30, 2007, an increase of $3.3 million or 40.6%. Fluctuations in currency rates increased segment operating income by approximately $0.9 million. Segment operating income increased primarily as a result of the additional revenue growth noted above in conjunction with the high operating leverage in this segment, slightly offset by the additional costs associated with the launch of our Ciao comparison shopping engine in the United States and higher advertising and marketing costs.

Liquidity and Capital Resources

The following table summarizes our cash flows, ~~and~~for ~~cash,~~each ~~cash~~of ~~equivalents~~the ~~and~~six ~~short-term~~months ended June 30, 2008 ~~investments~~and 2007 as ofreported ~~and~~in ~~for~~our ~~the~~consolidated ~~three~~statements ~~months~~of ~~ended~~cash ~~March 31,~~flows ~~2007~~in ~~and~~the ~~2006~~accompanying Consolidated Financial Statements:

	As of and for the
	Six Months Ended June 30,
	Three Months Ended March 31,
	2008			2007			Change
	2007			2006			Change
	($ in thousands)
Net cash provided by operating activities	$	68,~~374~~117		$	513,~~010~~941		$	1(5,~~364~~824	)
Net cash used in investing activities		(636,~~932~~343	)		(~~760~~7,015	)		(629,~~172~~328	)
Net cash provided by (used in) financing activities		~~694~~160			(42,~~243~~275	)		4(2,~~937~~115	)
Effect of exchange rate changes on cash and cash equivalents		621,529			~~137~~911			~~(75~~618	)
Increase in cash and cash equivalents		198			144			54
(Decrease) increase in cash and cash equivalents		(26,537	)		10,112			(36,649	)
Cash and cash equivalents at beginning of period		2057,~~873~~949			20,~~623~~873			~~250~~37,076
Cash and cash equivalents at end of period	$	2131,~~071~~412		$	2030,~~767~~985		$	~~304~~427
Short-term investments in marketable securities		21,851			—			21,851
Total cash, cash equivalents and short-term investments	$	42,922		$	20,767		$	22,155

~~Net~~The ~~cash~~following ~~provided~~table bysummarizes ~~operating~~our ~~activities~~cash, ~~for~~cash ~~the~~equivalents ~~three~~and ~~months~~investments ~~ended~~in ~~March 31, 2007 was $6.4~~marketable ~~million,~~securities ~~compared~~as toof ~~$5.0~~June ~~million~~30, ~~for~~2008 ~~the~~and ~~three months ended March~~December 31, ~~2006.~~2007, ~~The~~as ~~increase~~reported in ~~cash flow from operating activities was primarily attributable to~~ our ~~increased~~consolidated ~~profitability~~balance ~~as well as~~sheet ~~a nominal increase~~ in ~~cash~~the ~~flows~~accompanying ~~from~~Consolidated ~~improved~~Financial ~~working capital.~~Statements:

Net cash used in investing activities was $6.9 million for the three months ended March 31, 2007 compared to $0.8 million for the three months ended March 31, 2006. The increase in cash used by investing activities was primarily due to additional investments in marketable securities of our excess cash and higher capital expenditures in the current year period.


	As of		As of
	June 30,		December 31,
	2008		2007
	($ in thousands)
Cash and cash equivalents	$	31,412	$	57,949
Investments in marketable securities		33,397		—

Total cash, cash equivalents and investments in marketable securities	$	64,809	$	57,949

Net cash provided by financing activities was $0.7 million for the three months ended March 31, 2007 compared to net cash used in financing activities of $4.2 million for the three months ended March 31, 2006. The increase in net cash provided by financing activities was primarily due to the pay-off of our capital lease obligations in the prior year period and the increased proceeds from stock option exercises in the current year period.

Our working capital at March 31, 2007 was $44.2 million, compared to $40.3 million at December 31, 2006, an increase of $3.9 million. The increase in working capital was primarily due to our profitability for the three months ended March 31, 2007 and our resulting increased cash balances as we paid off our capital lease obligations in the prior year period.

Pursuant to Internal Revenue Code Section 382, certain substantial ownership changes may result in an annual limitation on the amount of net operating loss or tax credit carryforwards that may be utilized to offset future income tax liabilities. We determined that our follow-on public offering in December 2004, triggered an ownership change pursuant to Internal Revenue Code Section 382. As a result, there will be an annual limitation on the amount

of Net ~~our~~cash ~~domestic~~provided ~~NOLs~~by ~~that~~operating weactivities ~~can utilize~~for tothe ~~offset~~six ~~future~~months ~~taxable~~ended ~~income~~June 30, 2008 was $8.1 million, ~~For~~compared to $13.7 million for the ~~three~~six months ended ~~March~~June 3130, 2007,. ~~the~~The ~~utilization~~decrease in cash offlow ~~our~~from ~~domestic~~operating ~~NOLs~~activities was ~~not~~primarily ~~impacted~~attributable byto ~~this~~the ~~limitation~~payments ~~and~~related weto dothe ~~not~~costs associated ~~anticipate~~with ~~that~~our ~~there~~litigation, ~~will~~investigation and remediation of the class action securities belitigation anand ~~impact~~higher ~~for~~tax payments in the ~~year~~current ~~ending~~period ~~December 31~~primarily associated with our German subsidiaries, ~~2007~~partially offset by reductions in accounts receivable.

InNet ~~March 2006,~~cash weused ~~repaid~~in ~~all~~investing ofactivities ~~the~~was ~~outstanding capital lease obligations that we had with Somerset Capital of approximately~~ $336.83 million, asfor ~~we were generating cash flow from operations sufficient to support~~ the ~~needs~~six ofmonths ~~our~~ended ~~on-going operations and capital expenditures. Currently~~June 30, we2008 ~~maintain~~compared ~~an on-going relationship with Somerset Capital~~ to ~~finance~~$6.7 million for the ~~acquisition~~six ofmonths ~~equipment~~ended June 30, ~~software~~ ~~and~~2007. ~~office~~The ~~furniture~~increase ~~pursuant to leases~~ in ~~the~~cash ~~event~~used ~~we determine that financing our~~by ~~capital~~investing ~~expenditures~~activities ~~would~~was beprimarily ~~beneficial~~due to ~~us.~~the ~~If,~~increase in the ~~future,~~net ~~Somerset~~investments ~~Capital~~in ~~declines to~~marketable ~~continue~~securities toof ~~finance~~ our ~~capital~~excess ~~expenditure requirements~~cash, weand ~~believe~~to ~~that~~a ~~alternative~~lesser ~~sources~~extent ~~of such~~to ~~funding~~higher ~~would~~capital beexpenditures ~~available~~in tothe uscurrent year ~~to satisfy such needs~~period.

AtNet ~~March 31,~~cash ~~2007~~provided ~~and~~by ~~December 31,~~financing ~~2006,~~activities wewas ~~did~~$0.2 million ~~not~~for ~~have~~the ~~any~~six ~~relationships~~months ~~with~~ended ~~unconsolidated~~June 30, ~~entities~~2008 orcompared ~~financial partnerships, such as entities often referred~~ to as$2.3 million ~~structured finance or special purpose entities, which would have been established~~ for the ~~purpose~~six ofmonths ~~facilitating off-balance~~ended ~~sheet~~June 30, ~~arrangements or other contractually narrow or limited purposes~~2007. AsThe ~~such,~~decrease wein ~~are~~net cash ~~not~~provided ~~exposed~~by ~~to any~~ financing, ~~liquidity,~~activities ~~market~~was orprimarily ~~credit~~due ~~risk~~to ~~that~~lower ~~could~~proceeds ~~arise~~from ifstock weoption ~~had~~exercises ~~engaged~~ in the ~~such~~current ~~relationships~~year period.

~~During~~Our ~~the~~working ~~three~~capital ~~months~~at ~~ended March~~June 3130, ~~2007,~~2008 wewas ~~incurred capital expenditures of~~ $166.7 9 million, ofcompared ~~which~~to $164.~~1 million and $0.~~6 million isat ~~related to North America and Europe,~~December ~~respectively.~~31, ~~For fiscal~~ 2007, wean ~~expect~~increase ~~capital~~of ~~expenditures to total approximately~~ $72.~~0 to $7.5~~ 3 million., ~~The~~which ~~capital~~is ~~expenditures are~~ primarily ~~for~~the ~~developing~~result ~~internal~~of ~~use~~higher ~~software~~cash ~~for our Internet survey solutions~~ and ~~comparison shopping businesses as well as for adding computer and~~investments ~~networking capacity~~ in ~~North~~marketable ~~America and Europe. In addition~~securities, ~~due~~offset topartially ~~the~~by ~~bifurcation of~~ the ~~European~~ ~~business~~litigation ~~into~~and ~~separate~~investigation ~~businesses,~~costs weof ~~anticipate that we will increase our capital~~$3.9 ~~expenditures~~million ~~over~~and the ~~near-term~~litigation assettlement ~~certain~~charge ~~redundant~~of ~~systems~~$2.0 million and ~~platforms may need to be created in order to operate as separate businesses. In~~ the ~~United~~costs ~~States~~associated ~~and~~with ~~Europe, capital expenditures~~the ~~were~~proposed ~~applied~~merger ~~primarily to the development~~ of ~~internal use software and to upgrade computer servers and networking equipment to manage increased Internet-based survey production and data collection~~$1. ~~We expect to fund these capital expenditures by cash flow from operations~~5 million.

~~Contractual~~ At ~~Cash~~June 30, ~~Obligations~~2008 and ~~Other~~December 31, ~~Commercial~~2007, ~~Commitments~~we ~~and~~did ~~Contingencies~~not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

~~There~~During ~~were~~the nosix ~~material~~months ~~changes~~ended ~~outside~~June 30, ~~the~~2008, ~~ordinary~~we ~~course~~incurred capital expenditures of ~~business~~$4.4 million, of inwhich ~~our~~$2.7 million ~~contractual obligations~~and ~~during~~$1.7 million ~~the~~is ~~three~~related ~~months~~to ~~ended~~Internet ~~March 31~~survey solutions and comparison shopping, ~~2007~~respectively. ~~The~~These ~~following~~capital ~~table~~expenditures ~~summarizes~~are primarily for developing internal use software for our Internet survey solutions and comparison shopping businesses as well as for adding ~~contractual~~computer ~~obligations~~and atnetworking ~~March 31,~~capacity ~~2007~~in North America and ~~the~~Europe. ~~effect~~These ~~such~~capital ~~obligations~~expenditures ~~are~~were funded ~~expected~~and we expect will continue to ~~have~~be onfunded by our cash flow from operations. Due to the bifurcation of the European business into separate businesses, we anticipate that we will increase our ~~liquidity~~capital expenditures over the near-term as certain redundant systems and ~~cash~~platforms ~~flow~~may inneed ~~future~~to ~~periods~~be (created in ~~thousands):~~order to operate as separate businesses. For fiscal 2008, we expect capital expenditures to total approximately $9 to $11 million.

	Total at		Years Ended December 31,
	March 31,												2012 and
	2007		2007 (1)		2008		2009		2010		2011		Thereafter
Contractual obligations:
Capital lease obligations	$	37	$	16	$	14	$	7	$	—	$	—	$	—
Non-cancelable operating lease obligations		11,282		2,641		3,289		2,798		1,411		713		430
Management change commitments*		211		211		—		—		—		—		—
Other long-term liabilities		10		5		5		—		—		—		—
Total contractual cash obligations	$	11,540	$	2,873	$	3,308	$	2,805	$	1,411	$	713	$	430

(1)		Includes only the remaining nine months of the year ending December 31, 2007.
*		These management change commitments are a result of our management change announced in the third quarter of 2005 as described in Note 13 to the consolidated financial statements included in this Quarterly Report on Form 10-Q.

~~domestic~~Contractual ~~and~~Cash ~~certain~~Obligations ofand ~~our~~Other ~~foreign deferred~~Commercial ~~tax~~Commitments assets in the future, which could result in a reduction of our tax obligations in the future, although no assurance can be given in this regard. Poor financial results, unanticipated expenses, acquisitions of technologies, businesses or assets or strategic investments could give rise to additional financing requirements sooner than we expect. There can be no assurance that equity or debt financing will be available to us when we need it or, if available, that the terms will be satisfactory to us and ~~not dilutive to our then-current stockholders.~~Contingencies

Except for the litigation settlement charge, there were no material changes outside the ordinary course of business in our contractual obligations during the six months ended June 30, 2008. The following table summarizes our contractual obligations at June 30, 2008 and the effect such obligations are expected to have on our liquidity and cash flow in future periods (in thousands):


	Total at		Years Ended December 31,
	June 30,												2013 and
	2008		2008 (1)		2009		2010		2011		2012		Thereafter
Contractual obligations:
Capital lease obligations	$	15	$	7	$	8	$	—	$	—	$	—	$	—
Non-cancelable operating lease obligations *		12,571		3,215		4,585		2,304		1,337		811		319
Severance commitments **		222		144		78		—		—		—		—
Litigation settlement charge, net ***		2,000		2,000		—		—		—		—		—
Other long-term liabilities		861		252		366		107		136		—		—

Total contractual cash obligations	$	15,669	$	5,618	$	5,037	$	2,411	$	1,473	$	811	$	319


(1)		Includes only the remaining six months of the year ending December 31, 2008.

*		Amounts for the remaining six months ending December 31, 2008 and the year ending December 31, 2009 have been reduced by approximately $174,000 and $246,000, respectively for rental payments that we expect to receive under sub-lease agreements.

**		These severance commitments are associated with the departure of a management member in the fourth quarter of 2007 and one in the second quarter of 2008.

***		The litigation settlement charge, net reflects a $4.0 million commitment by the Company, offset by a $2.0 million receivable from our insurance carriers. We expect to pay the $4.0 million to the plaintiffs during the latter half of 2008, and expect to receive the reimbursement from our insurance carriers by the end of 2008. See “Costs Associated with Pending Class Action Lawsuit” below.

We adopted Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109”, on January 1, 2007. The amount of unrecognized tax benefits at June 30, 2008 is approximately $1.7 million. This amount has been excluded from the contractual obligations table because we are unable to reasonably predict the timing of future tax settlements.

Based on our current level of operations and anticipated growth, we believe that cash generated from operations will be adequate to fund our working capital and other capital expenditure requirements through the next twelve months, although no assurance can be given in this regard. We believe we are more likely than not to realize our domestic and certain of our foreign deferred tax assets in the future, which could result in a reduction of our tax obligations in the future, although no assurance can be given in this regard. Poor financial results, unanticipated expenses, acquisitions of technologies, businesses or assets or strategic investments could give rise to additional financing requirements sooner than we expect. There can be no assurance that equity or debt financing will be available to us when we need it or, if available, that the terms will be satisfactory to us and not dilutive to our then-current stockholders.

Costs Associated with Pending Class Action Lawsuit

In February 2008, in response to the allegations in the Amended Complaint, the Audit Committee of the Company’s Board of Directors initiated an investigation and engaged independent outside legal counsel to assist therewith. During the three and six months ended June 30, 2008, we incurred approximately $0.6 million and $3.7 million, respectively, in fees and costs associated our defense against the Amended Complaint, the Audit Committee’s investigation and subsequent remediation thereon.

Pursuant to an agreement in principle entered into during the second quarter of 2008, on July 29, 2008, the Company and the individual defendants entered into a Stipulation of Settlement to settle the class action lawsuit in the matter entitled Plumbers & Pipefitters Local Union No. 630 Pension Annuity Trust v. Greenfield Online, Inc., et al. Docket No. 07-cv-1118 (VLB). The Company has determined that it is beneficial to enter into the settlement in order to avoid costly and time consuming litigation. The settlement, which contains no admission of any liability or wrongdoing on the part of any defendant, is subject to the approval by the court, and includes a cash payment by the Company of $4.0 million that is expected to be made to the plaintiffs during 2008. Based on an agreement with our insurance carrier, the Company anticipates that one-half of the settlement payment will be funded by insurance proceeds. The balance of the costs of settlement will be borne by the Company. Once approved, the Company believes the settlement will resolve all class action litigation pending against the Company, as well as its former and current officers. As a result of the agreement in principle entered into during the second quarter, the Company recorded a one-time pre-tax net charge of $2.0 million for the quarter ended March 31, 2008.

The settlement described above is subject to court approval and other contingencies. Accordingly, there can be no assurance that a final settlement will ultimately be achieved on the terms described above, if at all. In the event that a settlement is not finalized, the Company intends to defend against the allegations contained in the class action lawsuit.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

We operate primarily in the United States and Europe, and our business is expanding internationally. As a result we are exposed to certain market risks that arise in the normal course of business, including fluctuations in interest rates and currency exchange rates, primarily changes in the U.S. Dollar to Euro exchange rate. These risks are not expected to be material. However, no assurance can be given that such risks will not become material. While we have not used derivative financial instruments in the past, we may, on occasion, use them in the future in order to manage or reduce these risks. We do not expect to enter into derivative or other financial instruments for trading or speculative purposes.

Item 4: Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We performed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (together, our “Certifying Officers”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities and Exchange Act of 1934, as amended). Based on their evaluation, as of the end of the period covered by this Quarterly Report, our Certifying Officers concluded that our disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by us in our periodic reports filed with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms relating to Greenfield Online, Inc., including our consolidated subsidiaries and was accumulated and communicated to our management, including our Certifying Officers, or persons performing similar functions as appropriate, to allow timely decisions regarding disclosure.

(b) Change in Internal Controls

There has been no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

3031

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

~~None~~ In July and August 2007, two putative federal securities law class actions were filed in the United States District Court for the District of Connecticut on behalf of persons who purchased our stock between February 9, 2005 and September 30, 2005. A consolidated amended complaint was filed on January 22, 2008 (the “Amended Complaint”), and on April 3, 2008 the Company and each of the individual defendants filed a motion to dismiss the Amended Complaint in its entirety.

The Amended Complaint asserts claims pursuant to Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, against the Company, our Executive Vice President and Chief Financial Officer and our former President and Chief Executive Officer. These claims are related to statements the Company made on August 9, 2005 and September 29, 2005 regarding its financial projections for fiscal year 2005. Specifically the Amended Complaint alleges, among other things, that the financial statements were materially false and misleading because (1) they misrepresented the size of our online panel and (2) they failed to disclose that the Company was engaged in improper accounting practices.

In February 2008, in response to the allegations in the Amended Complaint, the Audit Committee of the Company’s Board of Directors initiated an investigation and engaged independent outside legal counsel to assist therewith. The Audit Committee’s investigation has been completed and did not reveal any evidence that the Company had misrepresented the size of our online panel. However, the investigation did reveal evidence that certain Company employees engaged in inappropriate activity that was inconsistent with the Company’s revenue recognition policies for certain transactions. This activity resulted in accounting errors that affected the Company’s previously reported financial statements. We have quantified the impact of these errors on our previously reported financial statements and concluded that such errors misstated net income by less than 1% for each of the three years ended December 31, 2005, 2006 and 2007. The Company has concluded such errors are inconsequential to such annual financial statements. Nevertheless, we have begun to implement a remediation plan that will include additional training and other appropriate remedial actions in response to the findings.

We have incurred and will continue to incur costs to defend the Company and the other defendants in the litigation described above as well as costs associated with the investigations we made into the conduct alleged in the Amended Complaint. During the three and six months ended June 30, 2008, we incurred $0.6 million and $3.1 million, respectively, in fees and costs in connection with the Audit Committee’s investigation and our defense against the Amended Complaint.

Pursuant to an agreement in principle entered into during the second quarter of 2008, on July 29, 2008, the Company and the individual defendants entered into a Stipulation of Settlement to settle the class action lawsuit in the matter entitled Plumbers & Pipefitters Local Union No. 630 Pension Annuity Trust v. Greenfield Online, Inc., et al. Docket No. 07-cv-1118 (VLB). The Company has determined that it is beneficial to enter into the settlement in order to avoid costly and time consuming litigation. The settlement, which contains no admission of any liability or wrongdoing on the part of any defendant, is subject to approval by the court, and includes a cash payment by the Company of $4.0 million that is expected to be made to the plaintiffs during 2008. Based on an agreement with our insurance carrier, the Company anticipates that one-half of the settlement payment will be funded by insurance proceeds. The balance of the costs of settlement will be borne by the Company. Once approved, the Company believes the settlement will resolve all class action litigation pending against the Company, as well as its former and current officers. As a result of the agreement in principle entered into during the second quarter, the Company recorded a one-time pre-tax net charge of $2.0 million for the quarter ended March 31, 2008.

that a settlement is not finalized, the Company intends to defend against the allegations contained in the class action lawsuit.

Item 1A. Risk Factors

Our Annual Report on Form 10-K for the year ended December 31, ~~2006~~2007, includes a detailed discussion of our risk factors. The risks described in our Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. The information set forth below updates and should be read in conjunction with the risk factors disclosed in Item 1A of Part 1 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

Failure to complete a merger or other sale transaction would likely have an adverse effect on us.

Subject to the terms and conditions of the Merger Agreement we entered into with Quadrangle, Quadrangle has agreed to acquire all of our outstanding shares of common stock for $15.50 per share in cash. There can be no assurance that the conditions to closing specified in the Merger Agreement will be satisfied, including, but not limited to our achievement of specified minimum EBITDA amounts during the period prior to closing of the merger. Please refer to the information set forth in the Proxy Statement we filed with the Securities and Exchange Commission on Scheduled 14A for a more complete description of the conditions to closing and other information relating to the Merger Agreement and the transactions contemplated thereby.

Pursuant to the “go-shop” provisions of the Merger Agreement, we received a proposal from a strategic buyer to acquire all of our outstanding shares of common stock for $17.50 per share in cash (the “Subsequent Proposal”). The Subsequent Proposal is subject to, among other things, the parties agreeing on a mutually acceptable definitive agreement. There is no assurance that the Subsequent Proposal will result in a definitive agreement or a consummated transaction.

In connection with a merger or sale transaction, we are subject to several risks, including the following:

	•		On June 13, 2008, the last trading day prior to the announcement of the Merger Agreement with Quadrangle, our common stock closed at $13.28 per share. After that announcement, the stock price rose to trade close to the $15.50 per share price set forth in the Merger Agreement. On August 6, 2008, the date the Subsequent Proposal was announced, our common stock closed at $16.38 per share. The price of our common stock reflects a market assumption that a merger or other sale transaction will close. If a merger or other sale is not consummated, our stock price would likely retreat from its current trading range.

	•		Certain costs relating to a merger or other sale transaction, including legal, accounting and financial advisory fees, are payable by us whether or not a transaction is completed. These costs will be substantial and may materially reduce our earnings per share.

	•		Under circumstances set out in the Merger Agreement, if we terminate the Merger Agreement, we may be required to pay Quadrangle a termination fee of up to $10.0 million and reimburse up to $3.5 million of Quadrangle’s expenses, which will be credited against the termination fee if it becomes payable.

	•		Our management’s and our employees’ attention will be diverted from our day-to-day operations; we may experience employee attrition; and our business, including our vendor and customer relationships, may be disrupted during the period while the going private transaction remains pending. These risks could increase if the transaction is not consummated.

While the Merger Agreement is in effect, we are subject to restrictions on our business activities.

While the Merger Agreement is in effect, we are subject to significant restrictions on our business activities and must generally operate our business in the ordinary course (subject to certain exceptions or the consent of the

acquiring company). These restrictions on our business activities could have a material adverse effect on our future results of operations or financial condition.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report contains forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties. All statements other than statements of historical facts contained herein, including statements of our expectations regarding Internet survey solutions revenue, selling, general and administrative expenses, profitability, financial position and performance, business strategy and plans and objectives of management for future operations, services and products, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions, as they relate to us, ~~are~~typically ~~intended to~~ identify forward-looking statements. We have based these forward-looking statements largely on our ~~current~~ current expectations and projections about future events and financial trends that we believe may ~~affect~~ affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those in the forward looking statements. Such risk, uncertainties and assumptions are described in the “Risk Factors” section included in our Annual Report on Form 10-K for the year ended December 31, ~~2006~~2007 and this Quarterly Report, including, among other things:

• risks relating to our failure to complete a merger or other sale transaction; • risks related to the ~~separation~~success of new business initiatives, including the expansion of our Ciao ~~Internet~~comparison ~~survey~~shopping ~~solutions~~business ~~and~~to the United States; • our ability in the United States to attract community members to our Ciao comparison shopping ~~businesses~~portals and the resulting content they generate in the form of product and merchant reviews, and our ability to attract merchants in the United States; • risks related to the ~~success~~separation of ~~new~~our ~~business~~Ciao ~~initiatives~~Internet survey solutions and comparison shopping businesses; • the growing competitiveness of our marketplace and our ability to ~~bring~~compete ~~expenses~~therein; in• ~~line~~risks ~~with~~related ~~current~~to ~~revenue~~foreign ~~levels~~currency rate fluctuations; • our ability to develop and deploy new technologies; • risks related to our reliance on search engine algorithm optimization to generate internet traffic; • our client satisfaction levels; • our ability to build and maintain the size and demographic composition of the Greenfield Online panel; • our panelists’ responsiveness to our surveys; • issues related to the development, success and client acceptance of our ~~real~~Real-~~time~~Time ~~sampling~~Sampling® methodology for recruiting survey takers on the Internet; • our ability to ~~accurately~~attract ~~predict~~and ~~future~~maintain ~~revenue;~~affiliates •in our ~~ability~~affiliate tonetwork ~~manage~~supplying ~~pricing~~Real-Time ~~pressure~~Sampling ~~in North America and Europe~~respondents; • our ~~reliance~~ability onto ~~our~~accurately ~~largest~~predict ~~customers;~~future •revenue levels and our ability to ~~reaccelerate~~manage ~~European~~expenses ~~sales~~commensurate ~~growth;~~with •such ~~the~~revenue ~~growing~~levels; ~~competitiveness~~• of our ~~marketplace and our~~ ability to ~~compete~~manage ~~therein;~~pricing •pressure ~~our~~in ~~ability~~North toAmerica ~~manage~~and orEurope; ~~accelerate~~• our ~~growth~~reliance ~~and~~on ~~international~~our ~~expansion~~largest customers;

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• ~~risks~~our ~~related~~ability to ~~foreign~~manage ~~currency~~or ~~rate~~accelerate ~~fluctuations~~our growth and international expansion; • our ability to ~~integrate~~restore ~~successfully~~and ~~the~~sustain ~~businesses~~sales wegrowth ~~have~~in ~~recently~~our ~~acquired~~European orsurvey ~~may acquire in the future~~business; • our ~~online~~ability ~~business~~to ~~model;~~integrate •successfully ~~demand~~the ~~for~~businesses ~~our~~we ~~products~~may ~~and~~acquire ~~services~~in the future; • the seasonality of demand for Internet survey solutions and comparison shopping services; and • the strength of our ~~brand~~brands.

These risks are not exhaustive. Other sections of this Quarterly Report include additional factors, which could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for us to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by federal securities laws.

You should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

~~None~~ Our annual meeting of stockholders, or the Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, was held on May 22, 2008 for the purposes of (1) electing two Class I directors to serve for a three year term until our annual meeting of stockholders in 2011 and until their successors are duly elected and qualified; (2) ratifying the selection of PricewaterhouseCoopers LLP as our independent registered accounting firm for the fiscal year ending December 31, 2008; and (3) approving the amendment to the Greenfield Online, Inc. 2004 Equity Incentive Plan to increase the number of shares reserved for issuance under the plan by 750,000 shares.

The nominees for director listed in our proxy statement, each of whom was elected at the Annual Meeting, are named below, and each received the number of votes for election as indicated below (with each share of our common stock being entitled to one vote):


	Number of Shares		Number of Shares
	Voted For		Withheld
Lise J. Buyer		21,573,265		1,056,209
Charles W. Stryker		21,581,402		1,048,072

Additionally, there are four directors whose term of office continues after the Annual Meeting. Burton J. Manning and Joseph A. Ripp will continue in office until the 2009 annual meeting of stockholders. Joel R. Mesznik and Albert Angrisani will continue in office until the 2010 annual meeting of stockholders.

The ratification of the selection of PricewaterhouseCoopers LLP as our independent registered accounting firm for the fiscal year ending December 31, 2008 was approved at the Annual Meeting. There were 22,498,725 votes cast ratifying such selection, 127,878 votes cast against ratification of such selection and 2,871 votes abstaining.

The amendment to the Greenfield Online, Inc. 2004 Equity Incentive Plan was approved at the Annual Meeting. There were 16,950,120 votes cast approving such amendment, 3,937,100 votes cast against such amendment, 2,666 votes abstaining and 1,739,588 broker non-votes.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibits

Exhibit No.		Description of Exhibits
Exhibit
10.70		Amendment No. 1 to the Employment Agreement between Greenfield Online, Inc., and David St. Pierre, with an effective date of April 23, 2007 (Filed herewith).
No.		Description of Exhibits
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 (Filed herewith).
32.2		Certifications of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 (Filed herewith).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	GREENFIELD ONLINE, INC.
	By:	/s/ Robert E. Bies
		Robert E. Bies
		Executive Vice President and Chief Financial Officer

Dated: ~~May~~August 1011, ~~2007~~2008

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EXHIBIT INDEX

Exhibit No.		Description of Exhibits
Exhibit
10.70		Amendment No. 1 to the Employment Agreement between Greenfield Online, Inc., and David St. Pierre, with an effective date of April 23, 2007 (Filed herewith).
No.		Description of Exhibits
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 (Filed herewith).
32.2		Certifications of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 (Filed herewith).

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Table of Contents

IncludedTable inof property and equipment above are assets acquired under capital leases, which are summarized below at March 31, 2007 and December 31, 2006 (in thousands): Contents

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