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RULE NO. 424(b)(1)
REGISTRATION NO. 333-95921
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 9, 2000)
EARTHWEB INC.
7% Convertible Subordinated Notes due 2005
and Shares of Common Stock Issuable Upon Conversion of the Notes
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Our common shares trade on the NASDAQ National Market under the symbol
"EWBX."
Investing in the notes or the common stock into which the notes are
convertible involves risks that are described in the "Risk Factors" section
beginning on page 2 of the accompanying prospectus dated May 9, 2000.
Through May 25, 2000, the following selling securityholders have provided
the information listed below in addition to that set forth in the attached
prospectus:
<TABLE>
<CAPTION>
Principal Amount of Common Stock Owned Common Stock
Notes Beneficially Owned Prior to the Offering Offered Hereby
Name and Offered Hereby (1)(2) (1)(2)
---- ------------------------ --------------------- --------------
<S> <C> <C> <C>
BNP Arbitrage SNC....... $3,000,000 76,726 76,726
Worldwide Transactions
Ltd.................... $ 85,000 2,173 2,173
</TABLE>
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(1) Assumes a conversion price of $39.10 per share and a cash payment in lieu
of any fractional interest.
(2) Assumes that any holders of notes or any future transferee from any such
holder does not beneficially own any common stock other than common stock
into which the notes are convertible at the conversion price of $39.10 per
share.
Prospectus Supplement dated May 26, 2000
