<SUBMISSION>
<ACCESSION-NUMBER>0000928385-01-501778
<TYPE>SC 14D9/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20010918
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>HEADHUNTER NET INC
<CIK>0001065984
<ASSIGNED-SIC>7310
<IRS-NUMBER>582403177
<STATE-OF-INCORPORATION>GA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 14D9/A
<ACT>34
<FILE-NUMBER>005-57125
<FILM-NUMBER>1739565
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>333 RESEARCH COURT
<STREET2>STE 200
<CITY>NORCROSS
<STATE>GA
<ZIP>30092
<PHONE>7703009272
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>6410 ATLANTIC BLVD
<STREET2>STE 160
<CITY>NORCROSS
<STATE>GA
<ZIP>30071
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>HEADHUNTER NET INC
<CIK>0001065984
<ASSIGNED-SIC>7310
<IRS-NUMBER>582403177
<STATE-OF-INCORPORATION>GA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 14D9/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>333 RESEARCH COURT
<STREET2>STE 200
<CITY>NORCROSS
<STATE>GA
<ZIP>30092
<PHONE>7703009272
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>6410 ATLANTIC BLVD
<STREET2>STE 160
<CITY>NORCROSS
<STATE>GA
<ZIP>30071
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 14D9/A
<SEQUENCE>1
<FILENAME>dsc14d9a.txt
<DESCRIPTION>SC 14D9/A
<TEXT>
<PAGE>

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               __________________

                                 SCHEDULE 14D-9
                Solicitation/Recommendation Statement Pursuant to
            Section 14(d) (4) of the Securities Exchange Act of 1934

                                (Amendment No. 1)

                              HEADHUNTER.NET, INC.
                            (Name of Subject Company)

                            _________________________

                              HEADHUNTER.NET, INC.
                        (Name of Person Filing Statement)

                     Common Stock, $0.01 par value per share
                          (including associated Junior
                          Participating Preferred Stock
                                Purchase Rights)
                        (Title of Classes of Securities)

                                    422077107
                      (CUSIP Number of Class of Securities)

                               ___________________


                            Robert M. Montgomery, Jr.
                             Chief Executive Officer
                              HeadHunter.NET, Inc.
                          333 Research Court, Suite 200
                             Norcross, Georgia 30092
                                 (770) 349-2400
           (Name, Address and Telephone Number of Person authorized to
                 Receive Notices and Communications on Behalf of
                          the Person Filing Statement)

                                 With a copy to:

                                J. Vaughan Curtis
                                Alston & Bird LLP
                               One Atlantic Center
                           1201 West Peachtree Street
                             Atlanta, Georgia 30309
                                 (404) 881-7000

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

================================================================================

<PAGE>

         This Amendment No. 1 hereby amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed by
HeadHunter.Net, Inc., a Georgia corporation ("Headhunter" or the "Company") with
the Securities and Exchange Commission on August 31, 2001 (the "Schedule
14D-9"), relating to the offer to purchase all of the outstanding shares of
common stock, $0.01 par value per share, of the Company (the "Common Stock") and
the associated junior participating preferred stock purchase rights (the
"Rights" and collectively with the Common Stock, the "Shares") issued pursuant
to the Shareholder Protection Rights Agreement, dated as of April 15, 2000,
between the Company and American Stock Transfer & Trust Company, as Rights
Agent, as amended by Amendment No. 1, dated as of February 27, 2001, and
Amendment No. 2, dated as of August 24, 2001, for $9.25 per Share, net to the
seller in cash, by CB Merger Sub, Inc., a Georgia corporation (the "Purchaser")
and a wholly owned subsidiary of Career Holdings, Inc., a Delaware corporation
("Career Holdings"), upon the terms and subject to the conditions set forth in
the Offer to Purchase dated August 31, 2001 (the "Offer to Purchase") and in the
related Letter of Transmittal (which together with the Offer to Purchase, as
amended or supplemented from time to time, constitute the "Offer").

         Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Schedule 14D-9.

Item 8.  Additional Information.

         Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following paragraph at the end of the discussion under the heading
"Certain Legal Matters":

         "On September 17, 2001, Career Holdings, Purchaser and the Company
         received a request for additional information from the Federal Trade
         Commission pursuant to the Hart-Scott-Rodino Antitrust Improvements
         Act of 1976, as amended (the "HSR Act"), which the parties intend to
         comply with as soon as practicable. As a result, the waiting period
         under the HSR Act has been extended until 11:59 p.m., New York City
         time, on the tenth calendar day after the date of substantial
         compliance therewith. The Federal Trade Commission may terminate its
         review prior to the expiration of this additional 10-calendar-day
         waiting period."





<PAGE>

Item 9.  Material to be Filed as Exhibits.


         The following Exhibit is filed herewith:

Exhibit No.       Description
-----------       --------------------------------------------------------------

(a)(6)            Joint Press Release of Career Holdings and the Company, dated
                  September 18, 2001.













                                      -2-

<PAGE>

                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                             HEADHUNTER.NET, INC.



                                             By: /s/ W. Craig Stamm
                                                 -------------------------------
                                                 Name: W. Craig Stamm
                                                 Title: Chief Financial Officer


Dated: September 18, 2001




                                      -3-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>dex99.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>

                                                                  EXHIBIT (a)(6)

For Immediate Release

        CAREER HOLDINGS, INC., AND HEADHUNTER.NET, INC., SAY FTC REQUESTS
                  ADDITIONAL INFORMATION ON PENDING ACQUISITION

Reston, Va., Tuesday, September 18, 2001 - Career Holdings, Inc., and
HeadHunter.NET, Inc.(NASDAQ: HHNT), today said that a request for additional
information and documents has been issued by the Federal Trade Commission under
the Hart-Scott-Rodino Antitrust Improvements Act in connection with Career
Holdings and its pending acquisition of Headhunter.

On August 31, 2001, CB Merger Sub, Inc., a wholly owned subsidiary of Career
Holdings, commenced its previously announced tender offer for all of the shares
of common stock of Headhunter at $9.25 per share, net to the seller, in cash.
Career Holdings is the parent of CareerBuilder, Inc., and is principally owned
by Tribune Company (NYSE: TRB) and Knight Ridder Digital, a subsidiary of
Knight-Ridder, Inc. (NYSE: KRI).

The Headhunter tender offer is being made pursuant to a merger agreement dated
August 24, 2001, among Headhunter, Career Holdings and CB Merger Sub. The tender
offer is currently scheduled to expire at 12:00 midnight, Eastern time, on
September 28, 2001, unless extended. The Federal Trade Commission's request
extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act until 11:59 p.m., Eastern time, on the tenth calendar day after the date of
substantial compliance with the request unless the Federal Trade Commission
decides to terminate the waiting period earlier. The parties intend to comply
with the request as soon as practicable. The expiration or termination of this
waiting period and satisfaction or waiver (if applicable) of other conditions
are required to complete the tender offer.

American Stock Transfer & Trust Company is the depositary for the tender offer.
Georgeson Shareholder Communications Inc. is the information agent.

                                       ###

This news release does not constitute an offer to purchase or a solicitation of
an offer to sell any securities. The complete terms and conditions of the tender
offer are set forth in an offer to purchase and related letter of transmittal,
which are included in a tender offer statement filed by Career Holdings and CB
Merger Sub with the Securities and Exchange Commission. Headhunter has filed a
solicitation/recommendation statement with respect to the tender offer. The
offer to purchase, letter of transmittal and solicitation/recommendation
statement were mailed to Headhunter shareholders. The tender offer statement
(including the offer to purchase, letter of transmittal and related documents)
and the solicitation/recommendation statement are also be available for free on
the Commission's Web site at http://www.sec.gov.
                             ------------------

                                    - more -

<PAGE>

None of Career Holdings, Headhunter, Tribune or Knight Ridder is responsible for
updating the information contained in this press release beyond the published
date, nor for changes made to this document by wire services or Internet service
providers.

About CareerBuilder, Inc.

CareerBuilder is the leading provider of targeted Web recruiting. Through the
CareerBuilder Network, employers can post jobs to pinpoint exactly the right
candidates by location, industry or diversity. Job seekers can instantly search
the Internet's best career sites, in just a couple of clicks. CareerBuilder also
provides personalized career services and advice. The CareerBuilder Network is
the most powerful career network on the Web, including careerbuilder.com - the
flagship career center - and the career centers of premier destination sites
including MSN, Bloomberg.com, iVillage.com and latimes.com, Philly.com,
chicagotribune.com and BayArea.com.

About HeadHunter.NET, Inc.

Headhunter, a leading national online recruiting and job awareness network,
empowers candidates and corporations to manage the job search process. The site
features more than two million resumes and jobs representing 10,000 of the
nation's top employers across virtually every industry. Attracting more than
eight million job seeker visits a month, Headhunter distinguishes itself by
providing job seekers privacy when searching and applying for jobs, and allows
job seekers and job posters to manage and track the visibility and performance
of their listings. Headhunter is based in Atlanta, Georgia, with offices
nationwide.

About Knight-Ridder, Inc.

Knight Ridder is the nation's second-largest newspaper publisher, with products
in print and online. The company publishes 32 daily newspapers in 28 U.S.
markets, with a readership of 8.5 million daily and 12.6 million Sunday. Knight
Ridder also has investments in a variety of Internet and technology companies
and two newsprint companies. The company's Internet operation, Knight Ridder
Digital, creates and maintains a variety of online services, including Real
Cities (www.RealCities.com), a national network of city and regional destination
sites in 55 U.S. markets. Knight Ridder and Knight Ridder Digital are located in
San Jose, Calif.

About Tribune Company

Tribune is one of the country's premier media companies, operating businesses in
broadcasting, publishing and on the Internet. It reaches more than 80 percent of
U.S. households, and is the only media company with television stations,
newspapers and Web sites in the nation's top three markets.

                                     -more-

                                       2

<PAGE>

MEDIA CONTACTS:                                INVESTOR CONTACTS:
Gary Weitman, Tribune Co.                      Ruthellyn Musil, Tribune Co.
Gweitman@tribune.com                           rmusil@tribune.com
--------------------                           ------------------
312/222-3394 (Office)                          312/222-3787
312/222-1573 (Fax)                             312/222-1573

Cynthia Funnell, Knight Ridder Digital         Polk Laffoon, Knight-Ridder, Inc.
cfunnell@knightridder.com                      plaffoon@knightridder.com
-------------------------                      -------------------------
408/938-6076 (Office)                          408/938-7838 (Office)
408/938-6080 (Fax)                             408/938-7813 (Fax)

Barry Lawrence, CareerBuilder, Inc.            Craig Stamm, HeadHunter.net, Inc.
Barry.Lawrence@careerbuilder.com               craig.stamm@headhunter.net
--------------------------------               --------------------------
703/259-5793 (Office)                          770/349-2480 (Office)
703/259-5785  (Fax)                            770/349-2931 (Fax)

Gil Fuqua, for HeadHunter.Net, Inc.
gfuqua@corpcomminc.com
----------------------
615/254-3376 (Office)

                                       3

</TEXT>
</DOCUMENT>
</SUBMISSION>
