UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
MECKLERMEDIA CORPORATION
_________________________________________________________________
(Name of Issuer)
Common Stock, Par Value $.01 per share
_________________________________________________________________
(Title of Class of Securities)
584007 10 8
_________________________________________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this
statement / /. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 584007 10 8 SCHEDULE 13G
Page 2 of 6 Pages
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ALAN M. MECKLER
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2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
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3. SEC Use Only
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4. Citizenship or Place of Organization
U.S.
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5. Sole Voting Power
2,272,986 (See Item 4(c)(i) for
explanation)
---------------------------------------------
Number of Shares
6. Shared Voting Power
Beneficially 115,000 (See Item 4(c)(ii) for
explanation)
---------------------------------------------
Owed by Each 7. Sole Dispositive Power
2,939,775 (See Item 4(c)(iii) for
explanation)
---------------------------------------------
Reporting Person
8. Shared Dispositive Power
With 395,800 (See Item 4(c)(iv) for
explanation)
---------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,272,986
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10. Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares* /X/
Excludes 1,062,589 shares as to which beneficial ownership
is disclaimed.
(See Item 4(c) for description of shares as to which
beneficial ownership is disclaimed.)
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11. Percent of Class Represented by Amount in Row 9
27%
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12. Type of Reporting Person*
IN
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CUSIP No. 584007 10 8 SCHEDULE 13G
Page 3 of 6 Pages
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Item 1 (a) Name of Issuer: Mecklermedia Corporation (the
"Company").
Item 1(b) Address of Issuer's Principal Executive Offices:
20 Ketchum Street, Westport, Connecticut 06880.
Item 2(a) Name of Person Filing:
Alan M. Meckler ("Mr. Meckler").
Item 2(b) Address or Principal Business Office or, if none,
Residence:
c/o Mecklermedia Corporation, 20 Ketchum Street,
Westport, Connecticut 06880.
Item 2(c) Citizenship:
United States
Item 2(d) Title of Class of Securities:
Common Stock, par value $.01 per share ("Common
Stock").
Item 2(e) CUSIP Number:
584007 10 8
Item 3 This statement is not filed pursuant to either
Rule 13d-1(b) or 13d-2(b).
Item 4 Ownership
(a) Amount Beneficially Owned: 2,272,986
(b) Percent of Class: 27% of the Common Stock outstanding
based upon 8,301,738 outstanding Shares as of January 21,
1998 as reported in the Company's Proxy Statement for Annual
Meeting of Stockholders and filed with the Securities and
Exchange Commission.
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CUSIP No. 584007 10 8 SCHEDULE 13G
Page 4 of 6 Pages
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(c) Number of Shares as to Which Such Person Has:
(i) Sole Power to Vote or Direct the Vote: 2,272,986
this number includes 2,085,320 Shares held by Mr.
Meckler in his own name, 146,000 Shares issuable to Mr.
Meckler upon exercise of stock options granted to him
pursuant to the Company's 1993 Stock Option Plan and
exerciseable within sixty (60) days of December 31,
1997 and 41,666 Shares issuable to Mr. Meckler upon
exercise of stock options granted to him pursuant to
the Company's 1995 Stock Option Plan and exerciseable
within sixty (60) days of December 31, 1997.
(ii) Shared Power to Vote or Direct the Vote: 115,000.
This number reflects 117,700 Shares held by The Meckler
Foundation, Inc. ("The Meckler Foundation"), a not-for-
profit corporation. Mr. Meckler, Alan B. Abramson
("Mr. Abramson") and Mr. Meckler's wife, Ellen L.
Meckler ("Mrs. Meckler"), are all of the directors of
The Meckler Foundation and share the power to vote the
Shares held thereby. Mr. Meckler disclaims beneficial
ownership of all of the Shares held by The Meckler
Foundation.
(iii) Sole Power to Dispose or to Direct the
Disposition of: 2,939,775. This number reflects
2,085,320 Shares held by Mr. Meckler in his own name,
146,000 Shares issuable to Mr. Meckler upon exercise of
options granted to him pursuant to the Company's 1993
Stock Option Plan and exerciseable within sixty (60)
days of the date hereof and 41,666 Shares issuable to
Mr. Meckler upon exercise of options granted to him
pursuant to the Company's 1995 Stock Option Plan and
exerciseable within sixty (60) days of the date hereof.
This number also reflects 666,789 Shares held by James
S. Mulholland III ("Mr. Mulholland"); 8,020 Shares held
by Mr. Mulholland as custodian for James S. Mulholland
IV; 8,020 Shares held by Mr. Mulholland as custodian
for Hilary G. Mulholland; 3,250 Shares held by Mr.
Mulholland as custodian for Rosemary E. Mulholland;
1,500 Shares held by Mr. Mulholland as custodian for
Robert W.K. Mulholland; 94,803 Shares held by Maria
Mulholland Flatness; and 903 Shares held by Mr.
Mulholland's father, James S. Mulholland, Jr., and
8,700 Shares held by the Mulholland Foundation which is
controlled by James S. Mulholland, Sr. (collectively,
the "Mulhollands"). Under certain circumstances, Mr.
Meckler has sole power to dispose of any Shares now or
hereafter held by any of the Mulhollands or by certain
classes of future transferees who receive Shares from
the Mulhollands (collectively, the "Mulholland Family")
under a take-along right in favor of Mr. Meckler and
certain classes of future transferees who receive
Shares from Mr. Meckler (collectively, the "Meckler
Family") pursuant to a certain Common Stock Purchase
and Shareholders' Agreement dated as of August 2, 1993,
by and among Meckler Corporation (the
<PAGE>
CUSIP No. 584007 10 8 SCHEDULE 13G
Page 5 of 6 Pages
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predecessor in interest to the Company), James S.
Mulholland, Jr., James S. Mulholland III and Mr.
Meckler (the "Take-Along Right"). The Take-Along Right
may be only be exercised if the Meckler Family
transfers not less than 40% of the aggregate amount of
Common Stock held by them. In such event, Mr. Meckler,
the Meckler Family or the acquirer of such Common Stock
has the right to require the Mulholland Family to
transfer a like percentage of Common Stock held by them
on the same terms and conditions as the Meckler Family.
The Take-Along Right will terminate upon the earlier to
occur of the February 18, 1999 or the date upon which
the aggregate amount of Common Stock held by the
Meckler Family is less than the aggregate amount of
Common Stock held by the Mulholland Family. Except as
set forth in this Item 4(c)(iii), the Take-Along Right
does not restrict the ability of any member of the
Mulholland Family to dispose of any Shares held by it.
Mr. Meckler hereby disclaims beneficial ownership of
any Shares held by the Mulholland Family.
(iv) Shared Power to Dispose or to Direct the
Disposition of: 395,800. This number reflects 70,200
Shares held by each of four trusts established for the
benefit of each of Naomi A. Meckler, Catherine S.
Meckler, Caroline J. Meckler and John A. Meckler,
respectively, each of whom is a child of Mr. Meckler
(collectively, the "Meckler Trusts"). Mr. Meckler and
Mr. Abramson are co-trustees of each of the Meckler
Trusts and share dispositive power over the Shares held
thereby. Mr. Meckler disclaims beneficial ownership of
all of the Shares held by the Meckler Trusts. This
number also reflects 115,000 Shares held by The Meckler
Foundation, Inc. of which Mr. Meckler, Mr. Abramson and
Mrs. Meckler are directors.
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date thereof the reporting person has
ceased to be the beneficial owner of more than five percent
of the class of securities, check the following / /.
Item 6 Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
<PAGE>
CUSIP No. 584007 10 8 SCHEDULE 13G
Page 6 of 6 Pages
Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security
Being Reported by Parent Holding Company:
Not applicable:
Item 8 Identification and Classification of Members of
the Group:
Not applicable.
Item 9 Notice of Dissolution of Group:
Not applicable.
Item 10 Certification:
Not applicable
SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: February 11, 1998
By: S/Alan M. Meckler
--------------------------
Alan M. Meckler
