X0201 42003-08-06 0001024787 MODEM MEDIA INC MMPT 0001171715 OCONNELL GERALD MOORE 230 EAST AVENUE NORWALK CT 06855 1100Chairman of the BoardCommon Stock2003-08-062003-08-064S09004.01D1953974DCommon Stock2003-08-062003-08-064S02004.00D1953774DCommon Stock2003-08-062003-08-064S020003.95D1951774DCommon Stock2003-08-062003-08-064S020003.90D1949774DCommon Stock2003-08-062003-08-064S020003.85D1947774DCommon Stock2003-08-062003-08-064S010003.80D1946774DCommon Stock2003-08-062003-08-064S020003.75D1944774DThe Reporting Person's shares were sold pursuant to a sales plan agreement entered into by the Reporting Person and Morgan Stanley & Co. made effective as of March 20, 2001, as amended on March 7, 2002 and March 10, 2003, which complies with the requirements of Rule 10b-5-1(c)(1) under the Securites and Exchange Act of 1934, as amended.Sloane Levy, Attorney-in-Fact2003-08-06