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):  July 17, 2002 (July 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
   Jurisdiction of                                         Identification 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 July 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 July 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: July 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
FOR IMMEDIATE RELEASE                      info@raremedium.com

- ------------------------------------------------------------------------------


              RARE MEDIUM ANNOUNCES RESULTS OF RIGHTS OFFERING
                    AND EFFECTIVE DATE OF REVERSE SPLIT;
                       HIRES SENIOR VP OF OPERATIONS

New York, NY July 17, 2002 - Rare Medium Group, Inc. (NASDAQ: RRRR)
announced that its rights offering of 91,381,315 shares of common stock,
which was approved at the Special Meeting of Stockholders held on July 11,
2002, has been concluded and fully subscribed, yielding total proceeds to
the Company of $18.4 million. These funds will be used to supplement the
Company's cash resources, to satisfy the Company's ongoing cash
requirements, including its general and administrative expenses, and to
take advantage of business opportunities, including maintaining or
increasing the Company's stake in the Mobile Satellite Ventures joint
venture and seeking other complementary operational opportunities.

The Company's preferred stockholders fully exercised their oversubscription
privilege, which permitted them to purchase their pro rata share of all
common shares available for oversubscription, although all shares
purchased by the preferred stockholders pursuant to the rights offering
will be nonvoting common stock. Stockholders other than the preferred
stockholders and their affiliates subscribed for a total of approximately
1.5 million shares of voting common stock pursuant to basic and
oversubscription rights.

In addition, the Company announced today that it has hired Jeffrey A. Leddy
as Senior Vice President of Operations. Mr. Leddy, who brings more than 25
years of experience in satellite communications, will lead the Company's
involvement in the MSV joint venture and will spearhead the Company's
exploration of additional opportunities in this industry. Mr. Leddy has
served in key executive and operating leadership roles with EMS
Technologies, a leading provider of wireless, satellite and broadband
communications products and solutions, and most recently, with Miraxis, a
company utilizing an integrated space and terrestrial solution to provide
high capacity, high-speed broadband services, in which the Company has
invested a small amount of capital. Mr. Leddy holds a B.S. in Physics from
Georgia Institute of Technology and an M.S. in Electrical Engineering from
Stanford University. He was elected to the U.S. Space Foundation's Hall of
Fame in 1997 for his role in the development of NASA's Ka-band Advanced
Communications Technology Satellite.

"I am happy to be involved with Rare Medium Group at a time when so many
opportunities exist in the communications industry," commented Mr. Leddy.
"We believe that communications infrastructure is a long term growth
industry, and that opportunities exist today both in the potential for new
ways to deploy spectrum currently allocated to satellite carriers, and in
the fact that businesses, spectrum rights, infrastructure and technology
can be acquired for extremely attractive valuations."

The Company also announced that its one-for-ten reverse stock split, which
was also approved at the Special Meeting of Stockholders held on July 11,
2002, will become effective as of the opening of trading on the Nasdaq
National Market on July 18, 2002, at which time the Company's common stock
will begin trading on a reverse split basis under the temporary trading
symbol RRRRD for a period of 20 trading days to reflect the post-split status
of the stock. At the end of this period, the ticker symbol will revert to
RRRR. Effective at 9:00 a.m. on July 18, 2002, ten shares of common stock of
the Company automatically will be converted into one share of common stock.

                                   * * *

This document includes certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are subject to
uncertainty and changes in circumstances. Important factors that could affect
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.