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 event reported):  May 17, 2002 (May 17, 2002)


                          Rare Medium Group, Inc.
                          -----------------------
             (Exact Name of Registrant as Specified in Charter)


     Delaware                000-13865                   23-2368845
- ---------------------  -----------------------   -----------------------------
 (State or Other        (Commission File No.)    (IRS Employer Identification
 Jurisdiction of                                             No.)
  Incorporation)


          44 West 18th Street, 6th Floor, New York, New York 10011
         ---------------------------------------------------------
        (Address of Principal Executive Offices, including Zip Code)


                               (646) 638-9700
                               --------------
            (Registrant's telephone number, including area code)




ITEM 5.  Other Events.

On May 17, 2002, the Company issued the press release filed herewith as
Exhibit 99.1, which is incorporated herein by reference.


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


(c)  Exhibits

Number     Description

99.1       Press release issued by Rare Medium Group, Inc. on May 17, 2002.


                                 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 hereto duly authorized.


                                        RARE MEDIUM GROUP, INC.
                                        (Registrant)

DATE:  May 17, 2002                     By:  /s/ Robert C. Lewis
                                             --------------------------
                                        Name:  Robert C. Lewis
                                        Title: Senior Vice President, General
                                               Counsel and Secretary

EX-99

Rare Medium Group, Inc.              Contact:
44 W. 18th St., 6th Floor            Craig Chesser
New York, New York  10011            Senior Vice President, Finance & Treasurer
                                     646-638-1306
                                     info@raremedium.com

FOR IMMEDIATE RELEASE
- -------------------------------------------------------------------------------


                 RARE MEDIUM GROUP APPEALS DELISTING NOTICE

New York, NY May 17, 2002 - Rare Medium Group, Inc. (NASDAQ: RRRR) reported
today that it received notice of a Nasdaq Staff Determination on May 16,
2002, indicating that the Company failed to comply with the minimum bid
price requirement for continued listing on the Nasdaq National Market as
set forth in Marketplace Rule 4450(a)(5), and is subject to delisting from
the Nasdaq National Market.

The Company is filing a request for a hearing before a Nasdaq Listing
Qualifications Panel (the "Panel") to review the determination. As a result
of the Company's request, the Company's common stock will continue to trade
on the Nasdaq National Market pending a decision by the Panel. The request
for a hearing is based upon the Company's previously announced one for ten
reverse stock split that is being put forth for stockholder approval at the
special meeting of the Company's stockholders to be held on or about July
11, 2002. If the reverse stock split is approved by stockholders, it is
expected to bring the Company into compliance with the minimum bid
requirement.

At this time, the Company believes it is in compliance with all of Nasdaq's
continued listing requirements except for the minimum bid requirement.

There can be no assurance that the Company's actions will prevent delisting
of its common stock. The Company will not be notified until the Panel makes
a formal decision. Until then, the Company's shares will continue to be
traded on the Nasdaq National Market. In the event the shares are delisted
from the Nasdaq National Market, it will attempt to have its common stock
traded on the NASD OTC Bulletin Board.

                                   * * *

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 transactions
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, and the Company's ability to
maintain its listing on the Nasdaq National Market. Important factors that
could cause actual results to differ materially from those expressed or
implied by these forward-looking statements are detailed in the documents
filed by Rare Medium Group with the Securities and Exchange Commission
including but not limited to those contained under the Risk Factors section
of the Annual Report on Form 10-K filed by the Company with the Securities
and Exchange Commission on March 20, 2002 and the Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on April 15,
2002. The Company assumes no obligation to update these forward-looking
statements to reflect actual results, changes in risks, uncertainties or
assumptions underlying or affecting such statements or for prospective
events that may have a retroactive effect.