24/7 MEDIA INC
144, 1999-12-30
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                            UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC 20549

                              FORM 144

NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

1(a) Name of Issuer           (b) IRS Ident. No.  (c) SEC File No. DCI
24/7 Media, Inc.            13-2884572           0-29768
  -------------------------    -----------------   ---------------
1(d) Address of Issuer  Street       City    State   Zip    (e)Phone #
      1250 Broadway; 27th Floor      New York     NY   10001   (212)231-7100
  ------------------------------------------------------- -----------
2(a) Name of Person for     (b) IRS       (c) Relationship
     Whose Account the          Ident.        to
     Securities are to          No.           Issuer
     Be Sold
     The Frogrock Foundation  06-6486254
  ------------------------  -----------   ----------------

2(d) Address Street       City         State     Zip
 500 Nyala Farm Road      Westport,    CT     06880
- -------------------------------------------------------------------
 INSTRUCTION: The person filing this notice should contact the issuer to obtain
the IRS Identification Number and the SEC File Number.

3(a) Title of         (b) Name and        SEC USE ONLY   (c)Number
    the Class of          Address of      Broker-Dealer     of Shares
    Securities            Each Broker     File Number       or Other
    To be Sold            Through Whom                      Units to
                          the Securities                    be Sold
                          are to be
                          Offered or
                          Each Market
                          Maker who is
                          Acquiring the
                          Securities

 Common Stock             Herzog, Heine, Gedud, Inc.            29,902
                          26 Broadway
                          New York, New York 10004
 -----------------    -------------------   ----------   ------------
3(d) Aggregate       (e) Number of    (f) Approximate  (g)Name of
     Market Value        Shares or       Date of Sale     Each
                         Other Units     (Mo. Day Yr.)    Securities
                         Outstanding                      Exchange

     1,786,645.50        22,315,000       12/30/99        OTC
- -----------------    ---------------  ---------------  --------------


TABLE I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the
securities to be sold and with respect to the payment of all or any part of the
purchase price or other consideration therefor:

Title of     Date you      Nature of Acquisition     Name of Person
the Class    Acquired      Transaction               From Whom Acquired

Common        4/9/98     Merger of Interactive        24/7 Media, Inc.
                         Imaginations, Inc. (prior
                         Holding) with 24/7 Media, Inc.
- ---------    --------   -------------------------  ------------------

Amount of    Date of    Nature of Payment
Securities   Payment
Acquired

29,902        4/9/98      N/A
- ----------   -------    -------------------------

INSTRUCTIONS:

1. If the securities were purchased and full payment therefor was not made at
the time of purchase, explain in the table or in a note thereto the nature of
the consideration given. If the consideration consisted of any note or other
obligation, or if payment was made in installments describe the arrangement and
state when the note or other obligation was discharged in full or the last
installment paid.
2. If within two years after the acquisition of the securities the person for
whose account they are to be sold had any short positions, put or other option
to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish
full information with respect thereto.

TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold
during the past 3 months by the person for whose account the securities are to
be sold.

Name and Address            Title of     Date   Amount of    Gross
Of Seller                   Securities   of     Securities   Proceeds

None
- ------------------------    ----------   -----  ----------  ---------
Remarks:


                                The person for whose account the
                                Securities to which this notice
                                relates are to be sold hereby
                                represents by signing this notice
                                that he does not know any material
                                adverse information in regard to the
                                current and prospective operations of
                                the Issuer of the securities to be
                                sold which has not been publicly
                                disclosed.

   12/30/99                           /S/ Kevin E. O'Brien, Trustee
- ----------------------------    -------------------------------------
     Date of Notice                        Signature


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