SEC 1745
(02-02)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: December 31, 2005

SCHEDULE 13G

Estimated average burden hours per response. . 11

[     ]

Rule 13d-1(b)

[ X ]

Rule 13d-1(c)

[     ]

Rule 13d-1(d)

CUSIP No.  872941109

1.

Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of above persons (entities only)
Andrew J. McKelvey

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

[     ]

(b)

[     ]

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,762,000 shares of Class B Common Stock, par value $.001, 8,566,296 shares of Common Stock, par value $.001

6.

Shared Voting Power
5,616 shares of Common Stock, par value $.001

7.

Sole Dispositive Power
4,762,000 shares of Class B Common Stock, par value $.001, and 8,566,296 shares of Common Stock, par value $.001

8.

Shared Dispositive Power
5,616 shares of Common Stock, par value $.001

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
13,333,912 shares of Common Stock, par value $.001(1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

11.

Percent of Class Represented by Amount in Row (9)
100% of Class B Common Stock, 8.0% of Common Stock

12.

Type of Reporting Person (See Instructions)
IN

(1)           Includes 4,762,000 shares of Class B Common Stock.  The shares of Class B Common Stock have 10 votes per share
                and are convertible, on a share for share basis, into Common Stock.

This Schedule 13G reflects a statement of beneficial ownership of securities of the reporting person as of December 31, 2002.

Item 1.

(a)

Name of Issuer
TMP Worldwide Inc.
622 Third Avenue
New York, New York 10017

(b)

Address of Issuer's Principal Executive Offices
622 Third Avenue
New York, New York 10017

Item 2.

(a)

Name of Person Filing
See Item 1 of the cover page attached hereto

(b)

Address of Principal Business Office or, if none, Residence
c/o TMP Worldwide Inc.
622 Third Avenue
New York, New York 10017

(c)

Citizenship
See Item 4 of the cover page attached hereto

(d)

Title of Class of Securities
Common Stock, par value $.001
Class B Common Stock, par value $.001

(e)

CUSIP Number
872941109

Item 3.

Identify of Reporting Person

Not Applicable

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:    See Item 9 of the cover page attached hereto.

(b)

Percent of class:    See Item 11 of the cover page attached hereto.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote    8,566,296 shares of Common Stock, par value $.001, and 4,762,000 shares of Class B Common Stock, par value $.001.

(ii)

Shared power to vote or to direct the vote    5,616 shares of Common Stock, par value $.001.

(iii)

Sole power to dispose or to direct the disposition of    8,566,296 shares of Common Stock, par value $.001, and 4,762,000 shares of Class B Common Stock, par value $.001.

(iv)

Shared power to dispose or to direct the disposition of    5,616 shares of Common Stock, par value $.001.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [    ].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Mr. McKelvey maintains indirect beneficial ownership of 5,616 shares of Common Stock, par value $.001 per share of the 13,333,912 shares reported at Item 9 of the cover page attached hereto.  Mr. McKelvey’s spouse holds 4,115 of such shares, Mr. McKelvey’s 401(k) Plan holds 1,301 of these shares and Mr. McKelvey’s daughter holds 200 of these shares.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

February 12, 2003

Date

/s/  Andrew J. McKelvey

Signature

Andrew J. McKelvey

Name/Title