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 25, 2001 (May 15, 2001)


                          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)


           565 Fifth Avenue, 29th Floor, New York, New York 10017
     ------------------------------------------------------------------
        (Address of Principal Executive Offices, including Zip Code)


                               (212) 883-6940
         ----------------------------------------------------------
            (Registrant's telephone number, including area code)


                                    N/A
      ----------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)





ITEM 5.  Other Events

                  Rare Medium Group, Inc. is aware of a number of purported
class action lawsuits that have been filed in Delaware Chancery Court
challenging the proposed merger between Motient Corporation and Rare Medium
Group. All of the complaints name Rare Medium Group, along with members of
its board of directors, as defendants. Most of the complaints name Apollo
Advisors, L.P. and certain of its affiliated entities as co-defendants and
some of the complaints name Motient as a co-defendant. The complaints
principally allege that the defendants purportedly breached duties owed to
Rare Medium's stockholders in connection with entering into the merger
agreement. Rare Medium plans to contest these lawsuits, as well as any
other similar lawsuits that may be filed, vigorously.

                  Under the terms of a May 14, 2001 definitive merger
agreement, Motient agreed to acquire 100 percent of Rare Medium Group using
a combination of newly issued Motient stock, shares of XM Satellite Radio
stock owned by Motient and certain other consideration. Completion of the
merger remains subject to approval of both companies' stockholders, as well
as satisfaction of other customary closing conditions contained in the
definitive merger agreement, a copy of which has been filed by Rare Medium
with the SEC as an exhibit to its Form 8-K on May 16, 2001.

                  The transaction was unanimously approved by the boards of
directors of both companies, including a special committee of the board of
directors of Rare Medium which was formed to review the transaction on
behalf of Rare Medium's common stockholders.

<PAGE>


                                 SIGNATURE

            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 25, 2001            By:  /s/ Robert C. Lewis
                                            --------------------------------
                                        Name: Robert C. Lewis
                                        Title: Senior Vice President and
                                               General Counsel
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{"company-data": {"conformed-name": "RARE MEDIUM GROUP INC", "cik": "0000756502", "assigned-sic": "7370", "irs-number": "232368845", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-13865", "film-number": "1649002"}, "business-address": {"street1": "565 FIFTH AVE", "street2": "29TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2128836940"}, "mail-address": {"street1": "565 FIFTH AVE", "street2": "29TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10017"}, "former-company": [{"former-conformed-name": "ICC TECHNOLOGIES INC", "date-changed": "19920703"}, {"former-conformed-name": "INTERNATIONAL COGENERATION CORP", "date-changed": "19891005"}]}
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 25, 2001 (May 15, 2001)

                          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)

           565 Fifth Avenue, 29th Floor, New York, New York 10017
     ------------------------------------------------------------------
        (Address of Principal Executive Offices, including Zip Code)

                               (212) 883-6940
         ----------------------------------------------------------
            (Registrant's telephone number, including area code)

                                    N/A
      ----------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)

ITEM 5.  Other Events

                  Rare Medium Group, Inc. is aware of a number of purported
class action lawsuits that have been filed in Delaware Chancery Court
challenging the proposed merger between Motient Corporation and Rare Medium
Group. All of the complaints name Rare Medium Group, along with members of
its board of directors, as defendants. Most of the complaints name Apollo
Advisors, L.P. and certain of its affiliated entities as co-defendants and
some of the complaints name Motient as a co-defendant. The complaints
principally allege that the defendants purportedly breached duties owed to
Rare Medium's stockholders in connection with entering into the merger
agreement. Rare Medium plans to contest these lawsuits, as well as any
other similar lawsuits that may be filed, vigorously.

                  Under the terms of a May 14, 2001 definitive merger
agreement, Motient agreed to acquire 100 percent of Rare Medium Group using
a combination of newly issued Motient stock, shares of XM Satellite Radio
stock owned by Motient and certain other consideration. Completion of the
merger remains subject to approval of both companies' stockholders, as well
as satisfaction of other customary closing conditions contained in the
definitive merger agreement, a copy of which has been filed by Rare Medium
with the SEC as an exhibit to its Form 8-K on May 16, 2001.

                  The transaction was unanimously approved by the boards of
directors of both companies, including a special committee of the board of
directors of Rare Medium which was formed to review the transaction on
behalf of Rare Medium's common stockholders.
SIGNATURE

            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 25, 2001            By:  /s/ Robert C. Lewis
                                            --------------------------------
                                        Name: Robert C. Lewis
                                        Title: Senior Vice President and
                                               General Counsel