24/7 MEDIA INC
8-A12G, 1998-07-28
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
 

                                    FORM 8-A
                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                                24/7 MEDIA, INC.
                                -----------------
             (Exact name of registrant as specified in its charter)



                   Delaware                               13-3995672 
   ----------------------------------------    ---------------------------------
   (State of organization or incorporation)    (IRS Employer Identification No.)



                1250 Broadway
             New York, New York                            10001 
   ----------------------------------------             ------------
   (Address of principal executive offices)              (Zip code)


        Securities to be registered pursuant to Section 12(b) of the Act:

            Title of each class                Name of each exchange on which
            to be so registered                each class is to be registered 
            -------------------              ----------------------------------
                   None                                    N/A


        Securities to be registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $0.01 per share 
                   ----------------------------------------
                                (Title of Class)


<PAGE>


                             INFORMATION REQUIRED IN
                             REGISTRATION STATEMENT

Item 1:   Description of Registrant's Securities to be Registered.

          The  information  set  forth  in  the  Prospectus   contained  in  the
          Registrant's  Registration  Statement  on Form S-1  (Registration  No.
          333-56085)   filed  June  4,  1998,  as  amended  (the   "Registration
          Statement")  beneath the caption  "Description  of Capital  Stock," is
          incorporated herein by reference and made a part hereof.

Item 2:   Exhibits

   3.1*   Amended and Restated Certificate of Incorporation

   3.2*   By-laws


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

*    Filed with the  Securities  and  Exchange  Commission  as  exhibits  to the
     Registrant's   Registration   Statement  on  Form  S-1   (Registration  No.
     333-56085). Such exhibits are incorporated herein by reference.


<PAGE>


                                    SIGNATURE


          Pursuant to the requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  Registration  Statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                                  24/7 MEDIA, INC.



                                                  By:  /s/ David. J. Moore   
                                                       --------------------
                                                       David J. Moore
                                                       President


Dated:    July 28, 1998

<PAGE>



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