As filed with the Securities and Exchange Commission on May 15, 1997
-------------------------------------------------------------------------------

                                                       Registration No. 333-___

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                        MEDIALINK WORLDWIDE INCORPORATED
             (Exact name of registrant as specified in its charter)

               Delaware                               52-1481284    
     ----------------------------            ------------------------------
     (State or other jurisdiction            (I.R.S. Employer
     of incorporation or                      Identification No.)
     organization)



                      708 Third Avenue, New York, NY 10017
                ------------------------------------------------
               (Address of principal executive offices) (zip code)

                    MEDIALINK WORLDWIDE INCORPORATED AMENDED
                         AND RESTATED STOCK OPTION PLAN
                        MEDIALINK WORLDWIDE INCORPORATED
                        1996 DIRECTORS STOCK OPTION PLAN
          ------------------------------------------------------------------
                            (Full title of the plans)

                               Laurence Moskowitz
          Chairman of the Board, President and Chief Executive Officer
                        Medialink Worldwide Incorporated
                   708 Third Avenue, New York, NY 10017 (212) 682-8300
          ------------------------------------------------------------------
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                 With a copy to:

                           Theodore Wm. Tashlik, Esq.
                        Tashlik, Kreutzer & Goldwyn P.C.
                             833 Northern Boulevard
                              Great Neck, NY 11021
                                 (516) 466-8005


<PAGE>



                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                  Proposed                 Proposed
Title of                                          maximum                  maximum      
securities to be         Amount to be             offering price           aggregate           Amount of
registered (1)           registered (2)           per share (3)            offering price (3)  Registration Fee
-----------------------  --------------------     ----------------------   ------------        --------------
<S>                      <C>                      <C>                      <C>                 <C>
Common Stock,
$.01 par value           812,648
per share                shares                   $6.875                   $5,586,955          $1,693

</TABLE>


(1)      The proposed commencement of sales is to be as soon as practicable
         after the Registration Statement has become effective and upon the
         exercise of any option granted under the Medialink Worldwide
         Incorporated Amended and Restated Stock Option Plan and the 1996
         Directors Stock Option Plan (collectively the "Plans").

(2)      There are also being registered hereunder such additional shares of the
         Registrant's common stock as may be issuable in connection with
         adjustments under the Plans to reflect certain changes in the
         Registrant's capital structure, including stock dividends or stock
         split-ups. In addition, pursuant to Rule 416(c) under the Securities
         Act of 1933, as amended, this Registration Statement also covers an
         indeterminate amount of interests to be offered or sold pursuant to the
         Plans described herein.

(3)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
         The calculation of the proposed maximum aggregate offering price has
         been based upon (a) the registration hereunder of an aggregate of
         812,648 shares of the Registrant's common stock to be issued pursuant
         to options granted under the Plans and (b) the proposed maximum
         offering price per share. The proposed maximum offering price per share
         represents the average of the high and low sales price of the
         Registrant's common stock, par value of $.01 per share, of $6.875 as
         reported on the NASDAQ National Market on May 12, 1997.



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
          ---------------------------------------

         The following documents which have heretofore been filed by Medialink
Worldwide Incorporated (the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "1934 Act") and the Securities Act of 1933, as amended (the
"1933 Act"), are incorporated herein by reference and shall be deemed to be a
part hereof:

     (1)  the Company's Annual Report on Form 10-K for the year ended December
          31, 1996, and the exhibits thereto, filed under Section 15(d) of the
          1934 Act;

     (2)  the Company's quarterly report on Form 10-Q for the quarter ended
          March 31, 1997 filed under Section 15(d) of the 1934 Act;

     (3)  the prospectus of the Company filed pursuant to Rule 424(b)(i) under
          the 1933 Act on January 30, 1997;

     (4)  all other reports filed by the Company pursuant to Section 13(a) or
          15(d) of the 1934 Act since December 31, 1996 and prior to the
          termination of the offering of securities covered by this Registration
          Statement; and

     (5)  the description of the Company's capital stock contained in the
          Company's registration statement filed under the 1934 Act, including
          any amendments or reports filed for the purpose of updating such
          description.

ITEM 4.   DESCRIPTION OF SECURITIES.
          -------------------------

         The Company's Common Stock to be offered pursuant to this Registration
Statement has been registered under Section 12 of the 1934 Act, as amended, as
described in Item 3 of this Part 2.


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          --------------------------------------

         The legality of the shares of the Company's Common Stock offered hereby
will be passed upon for the Company by Tashlik, Kreutzer & Goldwyn P.C., 833
Northern Boulevard, Great Neck, New York 11021. Mr. Theodore Wm. Tashlik is a
director of the Company.


<PAGE>




ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
          -----------------------------------------

         Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify directors and officers as well as
other employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation - a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement or
otherwise.

         Article Twelfth of the Company's Amended and Restated Certificate of
Incorporation provides that each person who was or is made a party to (or is
threatened to be made a party to) or is otherwise involved in any civil or
criminal action, suit or proceeding by reason of the fact that such person is or
was a director or officer of the Company shall be indemnified and held harmless
by the Company to the fullest extent authorized by Section 145 of the DGCL
against all expense, liability and loss (including without limitation attorneys'
fees) incurred by such person in connection therewith.

         Article Ninth of the Company's Amended and Restated Certificate of
Incorporation provides that, to the fullest extent permitted by the DGCL, the
Company's directors will not be personally liable to the Company or its
stockholders for monetary damages resulting from a breach of their fiduciary
duty as directors. However, nothing contained in such Article Ninth shall
eliminate or limit the liability of directors (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) under Section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal benefit.

         Article XI of the Registrant's Amended and Restated By-Laws provides
that each person who was or is made a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director, officer, employee or agent of the Registrant or is or was
serving at the request of the Registrant as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer,




<PAGE>



employee or agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by the
Registrant to the fullest extent authorized by the DGCL, Corporation Law, 
as the same exists or may hereafter be amended, against
all expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such indemnitee in connection therewith.
Such indemnification shall continue as to an indemnitee who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of
the indemnitee's heirs, executors and administrators.

         The Company entered into indemnification agreements with each of its
current directors and officers, which provide for indemnification of, and
advancement of expenses to, such persons to the greatest extent permitted by
Delaware law, including by reason of action or inaction occurring in the past,
and circumstances in which indemnification and advancement of expenses to such
persons are permitted or are discretionary to the greatest extent under Delaware
law.

         The Company also maintains directors and officers liability insurance
coverage which insures directors and officers of the Company against claims
arising out of the performance of their duties.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          -----------------------------------

          Not applicable.

ITEM 8.   EXHIBITS.
          --------

          Exhibit
          Number                   Description
          ---------                ------------

          5.1                      Opinion of Tashlik, Kreutzer & Goldwyn P.C.
                                   to the legality of the shares being
                                   registered

          23.1                     Consent of KPMG Peat Marwick LLP

          23.2                     Consent of Tashlik, Kreutzer & Goldwyn P.C.
                                   (included in exhibit 5.1)

          99.0                     Copy of Medialink Worldwide Incorporated
                                   Amended and Restated Stock Option Plan
                                   (Filed as Exhibit 10.34 to Medialink
                                   Worldwide Incorporated Registration
                                   Statement on Form S-1, dated October 15,
                                   1996 (No. 333-14119), and incorporated
                                   herein by reference


<PAGE>



          99.1                     Copy of Medialink Worldwide Incorporated
                                   Stock Option Agreement (Filed as Exhibit
                                   10.34 to the Medialink Worldwide
                                   Incorporated Registration Statement on Form
                                   S-1, dated October 15, 1996 (No. 333-14119)
                                   and incorporated herein by reference

          99.2                     Copy of Medialink Worldwide Incorporated
                                   1996 Directors Stock Option Plan (Filed as
                                   Exhibit 10.35 to the Medialink Worldwide
                                   Incorporated Registration Statement on Form
                                   S-1, dated October 15, 1996 (No. 333-14119)
                                   and incorporated herein by reference

          99.3                     Copy of Medialink Worldwide Incorporated
                                   Directors Stock Option Agreement (Filed as
                                   Exhibit 10.35 to the Medialink
                                   Worldwide Incorporated Registration
                                   Statement on Form S-1, dated October 15,
                                   1996 (No. 333-14119) and incorporated herein
                                   by reference


ITEM 9.   UNDERTAKINGS.
          ------------

          (a)  The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus required by section 10(a)(3)
               of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events
               arising after the effective date of the registration statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in this registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20%
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement;

                    (iii) To include any material information with respect to
               the plan of distribution not previously disclosed in the
               registration



<PAGE>



               statement or any material change to such information in the
               registration statement;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
               this section do not apply if the information required to be
               included in a post-effective amendment by those paragraphs is
               contained in periodic reports filed by the Registrant pursuant
               to Section 13 or Section 15(d) of the Securities Exchange Act
               of 1934 that are incorporated by reference in the registration
               statement.

         (2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14 a-3 or Rule 14 c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be presented by
Article 3 of Regulation S-X is not presented in the prospectus, to deliver or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated in the prospectus
to provide such interim information.

         (d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,



<PAGE>



suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.



<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 14th day of May,
1997.

                                   MEDIALINK WORLDWIDE INCORPORATED

                                   By:  /s/Laurence Moskowitz
                                        ---------------------------------------
                                        Laurence Moskowitz, Chairman of the
                                        Board, Chief Executive Officer,
                                        President and Director

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

/s/Laurence Moskowitz
-----------------------
Laurence Moskowitz            Chairman of the Board,             May 14, 1997
                              Chief Executive Officer,
                              President and Director
/s/J. Graeme McWhirter
-----------------------
J. Graeme McWhirter           Executive Vice President           May 14, 1997
                              - Administration and Chief
                              Operating Officer, Secretary
                              and Treasurer and Director
/s/David Davis
-----------------------
David Davis                   Senior Vice President/             May 14, 1997
                              International, Director

/s/Harold Finelt
-----------------------
Harold Finelt                 Director                           May 14, 1997

/s/Donald Kimelman                 
-----------------------
Donald Kimelman               Director                           May 14, 1997

/s/James J. O'Neill
-----------------------
James J. O'Neill              Director                           May 14, 1997

/s/Gerald P. Rodeen
-----------------------
Gerald P. Rodeen              Director                           May 14, 1997

/s/Theodore Wm. Tashlik
------------------------
Theodore Wm. Tashlik          Director                           May 14, 1997



<PAGE>



                                  EXHIBIT INDEX




                                                                 Sequentially
                                                                 Numbered Pages
                                                                 --------------

Exhibit 5.1 Opinion of Tashlik, Kreutzer & Goldwyn P.C....       Page 12

Exhibit 23.1 Accountant's Consent........................        Page 15

Exhibit 23.2 Consent of Counsel..........................        Page 17

Exhibit 99.0   Copy of Medialink Worldwide Incorporated Amended and Restated
               Stock Option Plan (Filed as Exhibit 10.34 to Medialink Worldwide
               Incorporated Registration Statement on Form S-1, dated
               October 15, 1996 (No. 333-14119) and incorporated herein by
               reference

Exhibit 99.1   Copy of Medialink Worldwide Incorporated Stock Option Agreement
               (Filed as Exhibit 10.34 to the Medialink Worldwide Incorporated
               Registration Statement on Form S-1, dated October 15, 1996 (No.
               333-14119) incorporated herein by reference

Exhibit 99.2   Copy of Medialink Incorporated Worldwide 1996 Directors Stock
               Option Plan (Filed as Exhibit 10.35 to the Medialink Incorporated
               Registration Statement on Form S-1, dated October 15, 1996 (No.
               333-4119) and incorporated herein by reference

Exhibit 99.3   Copy of Medialink Worldwide Incorporated 1996 Directors Stock
               Option Agreement (Filed as Exhibit 10.35 to the Medialink
               Worldwide Incorporated Registration Statement on Form S-1, dated
               October 15, 1996 (No. 333-14119) and incorporated herein by
               reference


<PAGE>



                                   EXHIBIT 5.1



<PAGE>

                                                                 EXHIBIT 5.1


                        TASHLIK, KREUTZER & GOLDWYN P.C.
                             833 Northern Boulevard
                              Great Neck, NY 11021




                                                  May 15, 1997




Medialink Worldwide Incorporated
708 Third Avenue
New York, NY  10017

Gentlemen:

         This opinion and the consent to use of our name are furnished in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act") by Medialink Worldwide
Incorporated, a Delaware corporation (the "Company"), for registration under the
Act of 812,648 shares of common stock, par value $.01 per share (the "Common
Stock"), of which 611,594 shares have been granted under the Company's Amended
and Restated Stock Option Plan (the "Plan") and 87,400 shares have been granted
under the Company's 1996 Directors Stock Plan (the "Directors Plan" and,
together with the "Plan", the "Plans").

         We have acted as counsel to the Company and have participated in the
preparation and filing of the aforementioned Registration Statement. As such
counsel, we have examined the Amended and Restated Certificate of Incorporation
and By-Laws of the Company, the proceedings taken by the Company with respect to
the filing of such Registration Statement and such other documents as we have
deemed necessary and appropriate.

         Based upon the foregoing, we are of the opinion that:

         1. The Company has been duly incorporated and is validly existing under
the laws of the State of Delaware.

         2. The 812,648 shares of Common Stock covered by the Registration
Statement have been duly authorized and, when issued, sold and paid for in
accordance with the Plans, will be duly and validly issued, fully paid and
non-assessable.


<PAGE>


Medialink Worldwide Incorporated
May 15, 1997
Page 2



         Certain members of this firm are shareholders and stock option holders
of the Company.

         We hereby consent to the use of this opinion as an Exhibit to the
aforementioned Registration Statement and to the use of our name in the
Registration Statement.

                                        Very truly yours,

                                        /s/  Tashlik, Kreutzer & Goldwyn P.C.
      







TK&G:pc

<PAGE>



                                  EXHIBIT 23.1 


<PAGE>


                                                                 EXHIBIT 23.1



     The Board of Directors Medialink Worldwide Incorporated:

         We consent to the use of our report incorporated herein by reference.


                                                       KPMG Peat Marwick LLP


New York, New York
May 15, 1997


<PAGE>




                                  EXHIBIT 23.2



<PAGE>


                                                                 EXHIBIT 23.2



                               CONSENT OF COUNSEL



         The consent of Tashlik, Kreutzer & Goldwyn P.C. is contained in their
opinion filed as Exhibit 5.1.
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{"company-data": {"conformed-name": "MEDIALINK WORLDWIDE INC", "cik": "0000812890", "assigned-sic": "4899", "irs-number": "521481284", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27207", "film-number": "97609012"}, "business-address": {"street1": "708 THIRD AVE", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2126828300"}, "mail-address": {"street1": "708 THIRD AVE", "city": "NEW YORK", "state": "NY", "zip": "10017"}, "former-company": {"former-conformed-name": "VIDEO BROADCASTING CORP", "date-changed": "19960809"}}
As filed with the Securities and Exchange Commission on May 15, 1997
-------------------------------------------------------------------------------

                                                       Registration No. 333-___

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                        MEDIALINK WORLDWIDE INCORPORATED
             (Exact name of registrant as specified in its charter)

               Delaware                               52-1481284    
     ----------------------------            ------------------------------
     (State or other jurisdiction            (I.R.S. Employer
     of incorporation or                      Identification No.)
     organization)

                      708 Third Avenue, New York, NY 10017
                ------------------------------------------------
               (Address of principal executive offices) (zip code)

                    MEDIALINK WORLDWIDE INCORPORATED AMENDED
                         AND RESTATED STOCK OPTION PLAN
                        MEDIALINK WORLDWIDE INCORPORATED
                        1996 DIRECTORS STOCK OPTION PLAN
          ------------------------------------------------------------------
                            (Full title of the plans)

                               Laurence Moskowitz
          Chairman of the Board, President and Chief Executive Officer
                        Medialink Worldwide Incorporated
                   708 Third Avenue, New York, NY 10017 (212) 682-8300
          ------------------------------------------------------------------
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                 With a copy to:

                           Theodore Wm. Tashlik, Esq.
                        Tashlik, Kreutzer & Goldwyn P.C.
                             833 Northern Boulevard
                              Great Neck, NY 11021
                                 (516) 466-8005
CALCULATION OF REGISTRATION FEE
Proposed                 Proposed
Title of                                          maximum                  maximum      
securities to be         Amount to be             offering price           aggregate           Amount of
registered (1)           registered (2)           per share (3)            offering price (3)  Registration Fee
-----------------------  --------------------     ----------------------   ------------        --------------
Common Stock,
$.01 par value           812,648
per share                shares                   $6.875                   $5,586,955          $1,693
(1)      The proposed commencement of sales is to be as soon as practicable
         after the Registration Statement has become effective and upon the
         exercise of any option granted under the Medialink Worldwide
         Incorporated Amended and Restated Stock Option Plan and the 1996
         Directors Stock Option Plan (collectively the "Plans").

(2)      There are also being registered hereunder such additional shares of the
         Registrant's common stock as may be issuable in connection with
         adjustments under the Plans to reflect certain changes in the
         Registrant's capital structure, including stock dividends or stock
         split-ups. In addition, pursuant to Rule 416(c) under the Securities
         Act of 1933, as amended, this Registration Statement also covers an
         indeterminate amount of interests to be offered or sold pursuant to the
         Plans described herein.

(3)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
         The calculation of the proposed maximum aggregate offering price has
         been based upon (a) the registration hereunder of an aggregate of
         812,648 shares of the Registrant's common stock to be issued pursuant
         to options granted under the Plans and (b) the proposed maximum
         offering price per share. The proposed maximum offering price per share
         represents the average of the high and low sales price of the
         Registrant's common stock, par value of $.01 per share, of $6.875 as
         reported on the NASDAQ National Market on May 12, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
          ---------------------------------------

         The following documents which have heretofore been filed by Medialink
Worldwide Incorporated (the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "1934 Act") and the Securities Act of 1933, as amended (the
"1933 Act"), are incorporated herein by reference and shall be deemed to be a
part hereof:

     (1)  the Company's Annual Report on Form 10-K for the year ended December
          31, 1996, and the exhibits thereto, filed under Section 15(d) of the
          1934 Act;

     (2)  the Company's quarterly report on Form 10-Q for the quarter ended
          March 31, 1997 filed under Section 15(d) of the 1934 Act;

     (3)  the prospectus of the Company filed pursuant to Rule 424(b)(i) under
          the 1933 Act on January 30, 1997;

     (4)  all other reports filed by the Company pursuant to Section 13(a) or
          15(d) of the 1934 Act since December 31, 1996 and prior to the
          termination of the offering of securities covered by this Registration
          Statement; and

     (5)  the description of the Company's capital stock contained in the
          Company's registration statement filed under the 1934 Act, including
          any amendments or reports filed for the purpose of updating such
          description.

ITEM 4.   DESCRIPTION OF SECURITIES.
          -------------------------

         The Company's Common Stock to be offered pursuant to this Registration
Statement has been registered under Section 12 of the 1934 Act, as amended, as
described in Item 3 of this Part 2.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          --------------------------------------

         The legality of the shares of the Company's Common Stock offered hereby
will be passed upon for the Company by Tashlik, Kreutzer & Goldwyn P.C., 833
Northern Boulevard, Great Neck, New York 11021. Mr. Theodore Wm. Tashlik is a
director of the Company.
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
          -----------------------------------------

         Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify directors and officers as well as
other employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation - a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement or
otherwise.

         Article Twelfth of the Company's Amended and Restated Certificate of
Incorporation provides that each person who was or is made a party to (or is
threatened to be made a party to) or is otherwise involved in any civil or
criminal action, suit or proceeding by reason of the fact that such person is or
was a director or officer of the Company shall be indemnified and held harmless
by the Company to the fullest extent authorized by Section 145 of the DGCL
against all expense, liability and loss (including without limitation attorneys'
fees) incurred by such person in connection therewith.

         Article Ninth of the Company's Amended and Restated Certificate of
Incorporation provides that, to the fullest extent permitted by the DGCL, the
Company's directors will not be personally liable to the Company or its
stockholders for monetary damages resulting from a breach of their fiduciary
duty as directors. However, nothing contained in such Article Ninth shall
eliminate or limit the liability of directors (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) under Section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal benefit.

         Article XI of the Registrant's Amended and Restated By-Laws provides
that each person who was or is made a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director, officer, employee or agent of the Registrant or is or was
serving at the request of the Registrant as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by the
Registrant to the fullest extent authorized by the DGCL, Corporation Law, 
as the same exists or may hereafter be amended, against
all expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such indemnitee in connection therewith.
Such indemnification shall continue as to an indemnitee who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of
the indemnitee's heirs, executors and administrators.

         The Company entered into indemnification agreements with each of its
current directors and officers, which provide for indemnification of, and
advancement of expenses to, such persons to the greatest extent permitted by
Delaware law, including by reason of action or inaction occurring in the past,
and circumstances in which indemnification and advancement of expenses to such
persons are permitted or are discretionary to the greatest extent under Delaware
law.

         The Company also maintains directors and officers liability insurance
coverage which insures directors and officers of the Company against claims
arising out of the performance of their duties.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          -----------------------------------

          Not applicable.

ITEM 8.   EXHIBITS.
          --------

          Exhibit
          Number                   Description
          ---------                ------------

          5.1                      Opinion of Tashlik, Kreutzer & Goldwyn P.C.
                                   to the legality of the shares being
                                   registered

          23.1                     Consent of KPMG Peat Marwick LLP

          23.2                     Consent of Tashlik, Kreutzer & Goldwyn P.C.
                                   (included in exhibit 5.1)

          99.0                     Copy of Medialink Worldwide Incorporated
                                   Amended and Restated Stock Option Plan
                                   (Filed as Exhibit 10.34 to Medialink
                                   Worldwide Incorporated Registration
                                   Statement on Form S-1, dated October 15,
                                   1996 (No. 333-14119), and incorporated
                                   herein by reference
99.1                     Copy of Medialink Worldwide Incorporated
                                   Stock Option Agreement (Filed as Exhibit
                                   10.34 to the Medialink Worldwide
                                   Incorporated Registration Statement on Form
                                   S-1, dated October 15, 1996 (No. 333-14119)
                                   and incorporated herein by reference

          99.2                     Copy of Medialink Worldwide Incorporated
                                   1996 Directors Stock Option Plan (Filed as
                                   Exhibit 10.35 to the Medialink Worldwide
                                   Incorporated Registration Statement on Form
                                   S-1, dated October 15, 1996 (No. 333-14119)
                                   and incorporated herein by reference

          99.3                     Copy of Medialink Worldwide Incorporated
                                   Directors Stock Option Agreement (Filed as
                                   Exhibit 10.35 to the Medialink
                                   Worldwide Incorporated Registration
                                   Statement on Form S-1, dated October 15,
                                   1996 (No. 333-14119) and incorporated herein
                                   by reference

ITEM 9.   UNDERTAKINGS.
          ------------

          (a)  The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus required by section 10(a)(3)
               of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events
               arising after the effective date of the registration statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in this registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20%
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement;

                    (iii) To include any material information with respect to
               the plan of distribution not previously disclosed in the
               registration
statement or any material change to such information in the
               registration statement;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
               this section do not apply if the information required to be
               included in a post-effective amendment by those paragraphs is
               contained in periodic reports filed by the Registrant pursuant
               to Section 13 or Section 15(d) of the Securities Exchange Act
               of 1934 that are incorporated by reference in the registration
               statement.

         (2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14 a-3 or Rule 14 c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be presented by
Article 3 of Regulation S-X is not presented in the prospectus, to deliver or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated in the prospectus
to provide such interim information.

         (d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 14th day of May,
1997.

                                   MEDIALINK WORLDWIDE INCORPORATED

                                   By:  /s/Laurence Moskowitz
                                        ---------------------------------------
                                        Laurence Moskowitz, Chairman of the
                                        Board, Chief Executive Officer,
                                        President and Director

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

/s/Laurence Moskowitz
-----------------------
Laurence Moskowitz            Chairman of the Board,             May 14, 1997
                              Chief Executive Officer,
                              President and Director
/s/J. Graeme McWhirter
-----------------------
J. Graeme McWhirter           Executive Vice President           May 14, 1997
                              - Administration and Chief
                              Operating Officer, Secretary
                              and Treasurer and Director
/s/David Davis
-----------------------
David Davis                   Senior Vice President/             May 14, 1997
                              International, Director

/s/Harold Finelt
-----------------------
Harold Finelt                 Director                           May 14, 1997

/s/Donald Kimelman                 
-----------------------
Donald Kimelman               Director                           May 14, 1997

/s/James J. O'Neill
-----------------------
James J. O'Neill              Director                           May 14, 1997

/s/Gerald P. Rodeen
-----------------------
Gerald P. Rodeen              Director                           May 14, 1997

/s/Theodore Wm. Tashlik
------------------------
Theodore Wm. Tashlik          Director                           May 14, 1997
EXHIBIT INDEX

                                                                 Sequentially
                                                                 Numbered Pages
                                                                 --------------

Exhibit 5.1 Opinion of Tashlik, Kreutzer & Goldwyn P.C....       Page 12

Exhibit 23.1 Accountant's Consent........................        Page 15

Exhibit 23.2 Consent of Counsel..........................        Page 17

Exhibit 99.0   Copy of Medialink Worldwide Incorporated Amended and Restated
               Stock Option Plan (Filed as Exhibit 10.34 to Medialink Worldwide
               Incorporated Registration Statement on Form S-1, dated
               October 15, 1996 (No. 333-14119) and incorporated herein by
               reference

Exhibit 99.1   Copy of Medialink Worldwide Incorporated Stock Option Agreement
               (Filed as Exhibit 10.34 to the Medialink Worldwide Incorporated
               Registration Statement on Form S-1, dated October 15, 1996 (No.
               333-14119) incorporated herein by reference

Exhibit 99.2   Copy of Medialink Incorporated Worldwide 1996 Directors Stock
               Option Plan (Filed as Exhibit 10.35 to the Medialink Incorporated
               Registration Statement on Form S-1, dated October 15, 1996 (No.
               333-4119) and incorporated herein by reference

Exhibit 99.3   Copy of Medialink Worldwide Incorporated 1996 Directors Stock
               Option Agreement (Filed as Exhibit 10.35 to the Medialink
               Worldwide Incorporated Registration Statement on Form S-1, dated
               October 15, 1996 (No. 333-14119) and incorporated herein by
               reference
EXHIBIT 5.1
EXHIBIT 5.1

                        TASHLIK, KREUTZER & GOLDWYN P.C.
                             833 Northern Boulevard
                              Great Neck, NY 11021

                                                  May 15, 1997

Medialink Worldwide Incorporated
708 Third Avenue
New York, NY  10017

Gentlemen:

         This opinion and the consent to use of our name are furnished in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act") by Medialink Worldwide
Incorporated, a Delaware corporation (the "Company"), for registration under the
Act of 812,648 shares of common stock, par value $.01 per share (the "Common
Stock"), of which 611,594 shares have been granted under the Company's Amended
and Restated Stock Option Plan (the "Plan") and 87,400 shares have been granted
under the Company's 1996 Directors Stock Plan (the "Directors Plan" and,
together with the "Plan", the "Plans").

         We have acted as counsel to the Company and have participated in the
preparation and filing of the aforementioned Registration Statement. As such
counsel, we have examined the Amended and Restated Certificate of Incorporation
and By-Laws of the Company, the proceedings taken by the Company with respect to
the filing of such Registration Statement and such other documents as we have
deemed necessary and appropriate.

         Based upon the foregoing, we are of the opinion that:

         1. The Company has been duly incorporated and is validly existing under
the laws of the State of Delaware.

         2. The 812,648 shares of Common Stock covered by the Registration
Statement have been duly authorized and, when issued, sold and paid for in
accordance with the Plans, will be duly and validly issued, fully paid and
non-assessable.
Medialink Worldwide Incorporated
May 15, 1997
Page 2

         Certain members of this firm are shareholders and stock option holders
of the Company.

         We hereby consent to the use of this opinion as an Exhibit to the
aforementioned Registration Statement and to the use of our name in the
Registration Statement.

                                        Very truly yours,

                                        /s/  Tashlik, Kreutzer & Goldwyn P.C.
      

TK&G:pc
EXHIBIT 23.1
EXHIBIT 23.1

     The Board of Directors Medialink Worldwide Incorporated:

         We consent to the use of our report incorporated herein by reference.

                                                       KPMG Peat Marwick LLP

New York, New York
May 15, 1997
EXHIBIT 23.2
EXHIBIT 23.2

                               CONSENT OF COUNSEL

         The consent of Tashlik, Kreutzer & Goldwyn P.C. is contained in their
opinion filed as Exhibit 5.1.