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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE TO
(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities
Exchange Act of 1934
(Amendment No. 2)

World Wrestling Entertainment, Inc.

Options to Purchase Class A Common Stock, $.01 par value per share

98156Q108

Edward L. Kaufman, Esq.
World Wrestling Entertainment, Inc.
1241 East Main Street
Stamford, Connecticut 06902
(203) 352-8600

with copy to:
Michael C. McLean, Esq.
Kirkpatrick & Lockhart LLP
Henry W. Oliver Building
535 Smithfield Street
Pittsburgh, Pennsylvania 15222
Facsimile: (412)355-6501

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CALCULATION OF FILING FEE:

(1) Estimated for purposes of calculating the amount of the filing fee only. This amount assumes that options to purchase 4,168,250 shares of Class A Common Stock, par value $.01 per share, of World Wrestling Entertainment, Inc., having an aggregate value of $17,548,332.50 will be exchanged and cancelled pursuant to this offer, in which one restricted stock unit (or, in some cases, a cash payment) is to be exchanged for every six such options tendered. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and Fee Advisory No. 11 for fiscal year 2003 issued by the Securities and Exchange Commission on February 21, 2003, equals $80.90 per million dollars of the value of the transaction.

(2) Calculated by multiplying the Transaction Valuation by 0.00008090.

     [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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

     Check the appropriate box(es) below to designate any transactions to which the statement relates:

     Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]

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     This Amendment No. 2 (this “Amendment No.2”), which is filed in response to comments raised by the staff of the Securities and Exchange Commission’s Division of Corporation Finance, amends and supplements the Tender Offer Statement on Schedule TO originally filed by the Company with the Securities and Exchange Commission on December 16, 2003, as amended by Amendment No. 1 to the Schedule TO filed by the Company with the Commission on January 8, 2004. The alphabetical subsections used in the Item responses below correspond to the alphabetical subsections of the applicable items of Regulation M-A promulgated under the Federal securities laws.

Items 1 through 9 and Item 11.

     Items 1 through 9 and Item 11 of the original Schedule TO, which incorporate by reference the information contained in the Offer to Exchange, a copy of which is filed with the original Schedule TO as Exhibit (a)(1), are hereby amended as follows:

(1)

The clause added by Amendment No. 1 to the second bullet point following the first paragraph under the caption “8. Conditions for Completion of the Offer” in Part II of the Offer to Exchange is amended by deleting the words “such as, for instance,” and substituting the word “by”.

(2)

The last bullet point following the first paragraph under the caption “8. Conditions for Completion of the Offer” in Part II of the Offer to Exchange is amended to read as follows:

“Any change occurs in the business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership of the Company that, in our reasonable judgment, has a materially negative impact on the Company.”

(3)

The caption “12. Legal Matters; Regulatory/Stockholder Approvals” is hereby amended to delete the word “/Stockholder”.

(4)

The second paragraph under the caption “12. Legal Matters; Regulatory Approvals” in Part II of the Offer to Exchange is hereby deleted.

(5)

The fifth paragraph under the caption “14. Information Concerning World Wrestling Entertainment, Inc.” in Part II of the Offer to Exchange is hereby amended by deleting the words “, or will file with the Securities and Exchange Commission subsequent to,”.

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SIGNATURES

     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.

Dated: January 12, 2004

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EXHIBIT INDEX

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________________
* Previously filed.

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