8-K

                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549



                                  FORM 8-K


             Current Report Pursuant to Section 13 or 15(d) of
                    The Securities Exchange Act of 1934


     Date of Report (Date of earliest reported event): October 19, 2001
                                                       October 15, 2001


                          Rare Medium Group, Inc.
           (Exact name of registrant as specified in its charter)


         Delaware                        000-13865           23-2368845
(State or other jurisdiction of    (Commission File No.)   (IRS Employer
incorporation or organization)                             Identification No.)


                            28 West 23rd Street
                             New York, NY 10010
                               (646) 638-9700
            (Address, including zip code, and telephone number,
               including area code, of registrant's principal
                             executive offices)



Item 5.  Other Events.

         On October 15, 2001, the Registrant issued a press release filed
herewith as Exhibit 99.1, which is incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      Financial Statements of Businesses Acquired.

                  Not applicable.

(b)      Pro Forma Financial Information.

                  Not applicable.

(c)      Exhibits.

                  Exhibit No.        Description

                  99.1               Press Release issued by Rare Medium
                                     Group, Inc. on October 15, 2001.


                                 SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                                RARE MEDIUM GROUP, INC.
                                                (Registrant)
Date:  October 19, 2001

                                                By:  /s/ Robert C. Lewis
                                                    --------------------------
                                                Name:  Robert C. Lewis
                                                Title: Senior Vice President
                                                       and General Counsel

EX-99

                                                               EXHIBIT 99.1


Rare Medium Group Joins Mobile Satellite Joint Venture

NEW YORK--(BUSINESS WIRE)--Oct. 15, 2001--Rare Medium Group, Inc. (NASDAQ:
RRRR) today announced it has agreed to join Mobile Satellite Ventures LLC
(MSV), a satellite communications joint venture that will integrate the
satellite operations of Motient Corporation with those of TMI
Communications and Company, L.P., a wholly owned subsidiary of BCE Inc. of
Canada.

The formation of MSV, announced in January 2001, is currently awaiting
customary American and Canadian regulatory approvals.

A newly formed subsidiary of Rare Medium Group, Inc. will lead a group of
investors in purchasing $55 million in subordinated convertible notes of
MSV. The group includes existing MSV shareholders Telcom Ventures, LLC;
Columbia Capital; Spectrum Equity Investors and Motient. The $55 million
investment is expected to provide MSV with sufficient resources to close on
its pre-existing agreement to consolidate the satellite-related assets of
both Motient and TMI, and to allow it to operate as a standalone entity.

Upon completion of the transaction, MSV will create the largest provider of
mobile satellite services in North America. MSV's approximately 40,000
customers will enjoy the benefits of digital voice and data services,
including circuit switched voice, nationwide voice and data dispatch, and
packet data services. Subject to regulatory approvals, MSV intends to
develop a highly innovative and spectrally efficient combination of next
generation spot beam satellites complemented with ancillary terrestrial
base stations.

In a separate action, Rare Medium and Motient announced today that Motient
repaid approximately $26.2 million, including accrued interest, of the $50
million aggregate principal amount of exchangeable notes issued by Motient
to Rare Medium by delivering to Rare Medium five million shares of XM
Satellite Radio (NASDAQ: XMSR) common stock held by Motient. The maturity
date for the remaining outstanding principal amount of approximately $26.2
million was extended for 60 days, and will be further extended to October
12, 2002 upon satisfaction of certain conditions.

Caution Concerning Forward-Looking Statements

This document includes certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, including
statements relating to the consummation of the proposed transaction
described above. These statements are based on management's current
expectations and are subject to uncertainty and changes in circumstances.
Actual results may differ materially from these expectations due to changes
in global economic conditions, competition, regulatory approvals necessary
for MSV to develop a business combining satellite operations with
terrestrial base stations, the liquidity of XM Satellite Radio common
stock, and the continuing deterioration of Rare Medium's Internet services
business. Rare Medium assumes no obligation to update any such
forward-looking statements. More detailed information about those factors,
as well as other factors and risks associated with Rare Medium's business,
is contained in Rare Medium's filings with the Securities and Exchange
Commission.




_____________________

Contact:

     Rare Medium Group, Inc.
     Craig Chesser
     Vice President Finance & Treasurer
     212/883-6940
     or
     Wall Street Investor Relations Corp.
     Joseph M. Zappulla
     301/907-4090 or 212/973-0883