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)  June 21, 1996
                                   -----------------

                 EAGLE RIVER INTERACTIVE, INC.
- - ----------------------------------------------------------------
     (Exact name of Registrant as specified in its charter)

                            Delaware
     -----------------------------------------------------
         (State or other jurisdiction of incorporation)

          0-28004                            84-1320277
     ---------------------------------            ---------------
- - -----------------------------
     (Commission   File   Number)             (I.R.S.    Employer
Identification No.)

     1060 West Beaver Creek Boulevard, Avon Colorado 81620
- - -----------------------------------------------------------------
- - -------
      (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code     (970) 845-
8300
                                   -------------------

- - -----------------------------------------------------------------
- - ---------
 (Former name or former address, if changed since last report)

Item 2.   Acquisition or Disposition of Assets

     On  June 21, 1996, the Registrant completed the merger  (the
"Merger") of a wholly owned subsidiary of the Registrant  ("Sub")
with   and  into  Graphic  Media,  Inc.,  an  Oregon  corporation
("Graphic  Media").  Graphic Media is a multimedia communications
firm  that  specializes  in interactive  training  and  marketing
solutions.  The Merger was effected pursuant to an Agreement  and
Plan  of Merger dated June 21, 1996 between the Registrant,  Sub,
Graphic  Media  and  Lee J. Jacobson, E. Michael  Loftus,  Philip
Meurer  and  Joseph  Parker, stockholders of Graphic  Media  (the
"Stockholders")  (the  "Agreement and Plan  of  Merger").   As  a
result  of  the  Merger,  Graphic Media  became  a  wholly  owned
subsidiary  of the Registrant.  The Registrant is accounting  for
the Merger as a pooling of interests.

     The  Registrant  issued an aggregate of  550,000  shares  of
common  stock, par value $.001 per share, of the Registrant  (the
"Common Stock") to the Stockholders in exchange for their  shares
of capital stock of Graphic Media.  The Registrant also paid cash
consideration  in  the  amount  of  $351,931  to   a   dissenting
stockholder who held approximately 3% of the outstanding  capital
stock of Graphic Media.  The amount of consideration paid by  the
Registrant was determined based on arms-length negotiations  and,
with respect to the dissenting stockholder, applicable provisions
of  Oregon  corporate law.  The source of the cash  consideration
was  the Registrant's initial public offering completed in  March
1996.

     The   Agreement   and  Plan  of  Merger   contains   certain
representations,   warranties  and   indemnification   provisions
relating  to the Stockholders and the Registrant.  In  connection
with the Merger, the Registrant and the Stockholders entered into
a  Stock Pledge Agreement dated June 21, 1996 (the "Stock  Pledge
Agreement")  pursuant  to  which  the  Stockholders  pledged   an
aggregate  of 55,000 shares of Common Stock to the Registrant  as
security   for  their  indemnification  obligations   under   the
Agreement   and  Plan  of  Merger.   So  long  as  a  claim   for
indemnification  does  not  arise,  the  Stockholders  shall   be
entitled  to  vote  the  shares, to receive  dividends  or  other
distributions  and  to  exercise  all  other  rights  and  powers
relating   thereto  not  inconsistent  with  the   Stock   Pledge
Agreement.  Certain shares will be released from the Stock Pledge
Agreement  on  the  date  of the next  auditor's  report  on  the
Registrant's consolidated financial statements that  include  the
date  of  the  Merger.   If not already resolved,  the  remaining
shares  shall be released as the Registrant reasonably determines
that  such shares shall not be necessary to satisfy any  specific
claims for indemnification that thereafter may be asserted by the
Registrant during the remainder of the indemnification period, as
specified in the Agreement and Plan of Merger.

     In  addition,  the  Registrant and the Stockholders  entered
into  a  Stockholder Agreement dated June 21,  1996  pursuant  to
which  the Stockholders agreed, among other matters, (i)  not  to
transfer their shares of capital stock of Graphic Media prior  to
the  Merger  and to vote such shares in favor of the Merger,  and
(ii)  not  to  transfer the shares of Common  Stock  received  in
connection   with  the  Merger  until  such  time  as   financial
statements that include at least 30 days of post-merger  combined
operations  of Graphic Media and the Registrant after the  Merger
shall  have been publicly reported unless such Stockholder  shall
have  delivered  to the Registrant an opinion of counsel  or  no-
action  letter  from the accounting staff of the  Securities  and
Exchange  Commission to the effect that such  transfer  will  not
cause the Merger not to be treated as a pooling of interests  for
financial accounting purposes.

     The  shares  of  Common Stock issued to the Stockholders  in
connection  with  the  Merger  were  not  registered  under   the
Securities   Act  of  1933.   The  Registrant  has  granted   the
Stockholders   and  permitted  successors  and  assigns   certain
registration rights pursuant to a Registration Agreement  between
the  Registrant  and the Stockholders dated June  21,  1996  (the
"Registration   Agreement").   Pursuant   to   the   Registration
Agreement,  the  holders of a majority of the  shares  of  Common
Stock  issued  in connection with the Merger may request  at  any
time  on  or after March 22, 1997 registration of all or part  of
the  550,000 issued shares on Form S-3 or any similar  short-form
registration, if available.  The Registrant has agreed to use its
best efforts to take such steps as are necessary to make a short-
form  registration available.  If the Registrant is not  able  to
fulfill such obligation, such holders may request at any time  on
or  after March 22, 1997 that the Registrant register such shares
on  Form  S-1 or any similar long-form registration (such  short-
form  or  long-form registrations being referred to herein  as  a
"Demand Registration").  The holders are entitled to request only
one  Demand Registration.  The Registration Agreement also grants
the  holders  of the shares of Common Stock issued in  connection
with the Merger the right to include up to 200,000 of such shares
whenever securities of the Registrant are to be registered  under
the  Securities  Act  (other than on Form S-8  or  Form  S-4)  (a
"Piggyback  Registration").  The holders are entitled to  request
only  one  Piggyback Registration, provided that  if  the  entire
200,000  shares are not included in such Piggyback  Registration,
the  holders  are entitled to additional Piggyback  Registrations
until   a  cumulative  total  of  200,000  of  such  shares   are
registered.   The  Registrant has agreed to pay its  expenses  of
registrations  under  the Registration Agreement,  which  exclude
underwriting discounts and commissions and fees and  expenses  of
counsel retained by such holders.

     In  connection  with  the  Merger,  the  Registrant  assumed
certain  options to purchase capital stock of Graphic Media  that
had  been  granted to certain employees of Graphic  Media.   Such
options  were converted into options to purchase an aggregate  of
approximately   141,041  shares  of  Common   Stock   under   the
Registrant's  1995 Employee Stock Option Plan.  In addition,  the
Registrant  caused  Graphic Media to enter  into  employment  and
noncompetition agreements with certain officers and employees  of
Graphic Media.

     The  foregoing is qualified in its entirety by reference  to
the  Agreement  and Plan of Merger,  the Stock Pledge  Agreement,
the  Registration Agreement and the Employment and Noncompetition
Agreement  dated June 21, 1996 between Graphic Media  and  Philip
Meurer,  Vice  President of Graphic Media, copies  of  which  are
filed  herewith as Exhibits 1, 2, 3 and 4, respectively, and  are
incorporated herein by reference.

Item 7.   Financial Statements and Exhibits.

     The financial information required to be filed as a part  of
this report is not yet available.  Such information will be filed
by  amendment as soon as practicable and in any event  within  60
days of the date this report is filed.

     (c)  Exhibits

          Exhibit 1 Agreement and Plan of Merger dated  June  21,
                    1996  among  Eagle  River Interactive,  Inc.,
                    Sushi Acquisition Corp., Graphic Media,  Inc.
                    and Stockholders thereof
          Exhibit 2 Stock Pledge Agreement dated June 21, 1996 by
                    and  among  Lee Jacobson, Philip  Meurer,  E.
                    Michael  Loftus and Joseph Parker  and  Eagle
                    River Interactive, Inc.

          Exhibit 3 Registration  Agreement dated June  21,  1996
                    between Eagle River Interactive, Inc., Philip
                    Meurer, Joseph Parker, Lee J. Jacobson and E.
                    Michael Loftus

          Exhibit 4 Employment and Noncompetition Agreement dated
                    June 21, 1996 between Graphic Media, Inc. and
                    Philip Meurer


                           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 hereunto duly authorized.

                              Eagle River Interactive, Inc.

Date: July 8, 1996                 /s/ Marc Pinto
                              -----------------------------------
- - ---------
                              Marc Pinto
                              Executive  Vice  President,   Chief
Financial Officer
                              
                         EXHIBIT INDEX


                                                       
                                                       Sequentially
Exhibit                                                Numbered
                                                       Page
                                                       
   1    Agreement and Plan of Merger dated June 21,    
        1996 among Eagle River Interactive, Inc.,
        Sushi Acquisition Corp., Graphic Media, Inc.
        and Stockholders thereof
                                                       
   2    Stock Pledge Agreement dated June 21, 1996     
        by and among Lee Jacobson, Philip Meurer, E.
        Michael Loftus and Joseph Parker and Eagle
        River Interactive, Inc.
                                                       
   3    Registration Agreement dated June 21, 1996     
        between Eagle River Interactive, Inc.,
        Philip Meurer, Joseph Parker, Lee J.
        Jacobson and E. Michael Loftus
                                                       
   4    Employment and Noncompetition Agreement        
        dated June 21, 1996 between Graphic Media,
        Inc. and Philip Meurer
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 11515}]
{"company-data": {"conformed-name": "EAGLE RIVER INTERACTIVE INC", "cik": "0001006638", "assigned-sic": "7389", "irs-number": "841320277", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28004", "film-number": "96592277"}, "business-address": {"street1": "26 AVONDALE LANE SUITE 118", "street2": "P O BOX 3600", "city": "AVON", "state": "CO", "zip": "81620", "phone": "9708458300"}, "mail-address": {"street1": "1060 WEST BEAVER CREEK BLVD", "city": "AVON", "state": "CO", "zip": "81620"}}
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)  June 21, 1996
                                   -----------------

                 EAGLE RIVER INTERACTIVE, INC.
- - ----------------------------------------------------------------
     (Exact name of Registrant as specified in its charter)

                            Delaware
     -----------------------------------------------------
         (State or other jurisdiction of incorporation)

          0-28004                            84-1320277
     ---------------------------------            ---------------
- - -----------------------------
     (Commission   File   Number)             (I.R.S.    Employer
Identification No.)

     1060 West Beaver Creek Boulevard, Avon Colorado 81620
- - -----------------------------------------------------------------
- - -------
      (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code     (970) 845-
8300
                                   -------------------

- - -----------------------------------------------------------------
- - ---------
 (Former name or former address, if changed since last report)

Item 2.   Acquisition or Disposition of Assets

     On  June 21, 1996, the Registrant completed the merger  (the
"Merger") of a wholly owned subsidiary of the Registrant  ("Sub")
with   and  into  Graphic  Media,  Inc.,  an  Oregon  corporation
("Graphic  Media").  Graphic Media is a multimedia communications
firm  that  specializes  in interactive  training  and  marketing
solutions.  The Merger was effected pursuant to an Agreement  and
Plan  of Merger dated June 21, 1996 between the Registrant,  Sub,
Graphic  Media  and  Lee J. Jacobson, E. Michael  Loftus,  Philip
Meurer  and  Joseph  Parker, stockholders of Graphic  Media  (the
"Stockholders")  (the  "Agreement and Plan  of  Merger").   As  a
result  of  the  Merger,  Graphic Media  became  a  wholly  owned
subsidiary  of the Registrant.  The Registrant is accounting  for
the Merger as a pooling of interests.

     The  Registrant  issued an aggregate of  550,000  shares  of
common  stock, par value $.001 per share, of the Registrant  (the
"Common Stock") to the Stockholders in exchange for their  shares
of capital stock of Graphic Media.  The Registrant also paid cash
consideration  in  the  amount  of  $351,931  to   a   dissenting
stockholder who held approximately 3% of the outstanding  capital
stock of Graphic Media.  The amount of consideration paid by  the
Registrant was determined based on arms-length negotiations  and,
with respect to the dissenting stockholder, applicable provisions
of  Oregon  corporate law.  The source of the cash  consideration
was  the Registrant's initial public offering completed in  March
1996.

     The   Agreement   and  Plan  of  Merger   contains   certain
representations,   warranties  and   indemnification   provisions
relating  to the Stockholders and the Registrant.  In  connection
with the Merger, the Registrant and the Stockholders entered into
a  Stock Pledge Agreement dated June 21, 1996 (the "Stock  Pledge
Agreement")  pursuant  to  which  the  Stockholders  pledged   an
aggregate  of 55,000 shares of Common Stock to the Registrant  as
security   for  their  indemnification  obligations   under   the
Agreement   and  Plan  of  Merger.   So  long  as  a  claim   for
indemnification  does  not  arise,  the  Stockholders  shall   be
entitled  to  vote  the  shares, to receive  dividends  or  other
distributions  and  to  exercise  all  other  rights  and  powers
relating   thereto  not  inconsistent  with  the   Stock   Pledge
Agreement.  Certain shares will be released from the Stock Pledge
Agreement  on  the  date  of the next  auditor's  report  on  the
Registrant's consolidated financial statements that  include  the
date  of  the  Merger.   If not already resolved,  the  remaining
shares  shall be released as the Registrant reasonably determines
that  such shares shall not be necessary to satisfy any  specific
claims for indemnification that thereafter may be asserted by the
Registrant during the remainder of the indemnification period, as
specified in the Agreement and Plan of Merger.

     In  addition,  the  Registrant and the Stockholders  entered
into  a  Stockholder Agreement dated June 21,  1996  pursuant  to
which  the Stockholders agreed, among other matters, (i)  not  to
transfer their shares of capital stock of Graphic Media prior  to
the  Merger  and to vote such shares in favor of the Merger,  and
(ii)  not  to  transfer the shares of Common  Stock  received  in
connection   with  the  Merger  until  such  time  as   financial
statements that include at least 30 days of post-merger  combined
operations  of Graphic Media and the Registrant after the  Merger
shall  have been publicly reported unless such Stockholder  shall
have  delivered  to the Registrant an opinion of counsel  or  no-
action  letter  from the accounting staff of the  Securities  and
Exchange  Commission to the effect that such  transfer  will  not
cause the Merger not to be treated as a pooling of interests  for
financial accounting purposes.

     The  shares  of  Common Stock issued to the Stockholders  in
connection  with  the  Merger  were  not  registered  under   the
Securities   Act  of  1933.   The  Registrant  has  granted   the
Stockholders   and  permitted  successors  and  assigns   certain
registration rights pursuant to a Registration Agreement  between
the  Registrant  and the Stockholders dated June  21,  1996  (the
"Registration   Agreement").   Pursuant   to   the   Registration
Agreement,  the  holders of a majority of the  shares  of  Common
Stock  issued  in connection with the Merger may request  at  any
time  on  or after March 22, 1997 registration of all or part  of
the  550,000 issued shares on Form S-3 or any similar  short-form
registration, if available.  The Registrant has agreed to use its
best efforts to take such steps as are necessary to make a short-
form  registration available.  If the Registrant is not  able  to
fulfill such obligation, such holders may request at any time  on
or  after March 22, 1997 that the Registrant register such shares
on  Form  S-1 or any similar long-form registration (such  short-
form  or  long-form registrations being referred to herein  as  a
"Demand Registration").  The holders are entitled to request only
one  Demand Registration.  The Registration Agreement also grants
the  holders  of the shares of Common Stock issued in  connection
with the Merger the right to include up to 200,000 of such shares
whenever securities of the Registrant are to be registered  under
the  Securities  Act  (other than on Form S-8  or  Form  S-4)  (a
"Piggyback  Registration").  The holders are entitled to  request
only  one  Piggyback Registration, provided that  if  the  entire
200,000  shares are not included in such Piggyback  Registration,
the  holders  are entitled to additional Piggyback  Registrations
until   a  cumulative  total  of  200,000  of  such  shares   are
registered.   The  Registrant has agreed to pay its  expenses  of
registrations  under  the Registration Agreement,  which  exclude
underwriting discounts and commissions and fees and  expenses  of
counsel retained by such holders.

     In  connection  with  the  Merger,  the  Registrant  assumed
certain  options to purchase capital stock of Graphic Media  that
had  been  granted to certain employees of Graphic  Media.   Such
options  were converted into options to purchase an aggregate  of
approximately   141,041  shares  of  Common   Stock   under   the
Registrant's  1995 Employee Stock Option Plan.  In addition,  the
Registrant  caused  Graphic Media to enter  into  employment  and
noncompetition agreements with certain officers and employees  of
Graphic Media.

     The  foregoing is qualified in its entirety by reference  to
the  Agreement  and Plan of Merger,  the Stock Pledge  Agreement,
the  Registration Agreement and the Employment and Noncompetition
Agreement  dated June 21, 1996 between Graphic Media  and  Philip
Meurer,  Vice  President of Graphic Media, copies  of  which  are
filed  herewith as Exhibits 1, 2, 3 and 4, respectively, and  are
incorporated herein by reference.

Item 7.   Financial Statements and Exhibits.

     The financial information required to be filed as a part  of
this report is not yet available.  Such information will be filed
by  amendment as soon as practicable and in any event  within  60
days of the date this report is filed.

     (c)  Exhibits

          Exhibit 1 Agreement and Plan of Merger dated  June  21,
                    1996  among  Eagle  River Interactive,  Inc.,
                    Sushi Acquisition Corp., Graphic Media,  Inc.
                    and Stockholders thereof
          Exhibit 2 Stock Pledge Agreement dated June 21, 1996 by
                    and  among  Lee Jacobson, Philip  Meurer,  E.
                    Michael  Loftus and Joseph Parker  and  Eagle
                    River Interactive, Inc.

          Exhibit 3 Registration  Agreement dated June  21,  1996
                    between Eagle River Interactive, Inc., Philip
                    Meurer, Joseph Parker, Lee J. Jacobson and E.
                    Michael Loftus

          Exhibit 4 Employment and Noncompetition Agreement dated
                    June 21, 1996 between Graphic Media, Inc. and
                    Philip Meurer

                           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 hereunto duly authorized.

                              Eagle River Interactive, Inc.

Date: July 8, 1996                 /s/ Marc Pinto
                              -----------------------------------
- - ---------
                              Marc Pinto
                              Executive  Vice  President,   Chief
Financial Officer
                              
                         EXHIBIT INDEX

                                                       
                                                       Sequentially
Exhibit                                                Numbered
                                                       Page
                                                       
   1    Agreement and Plan of Merger dated June 21,    
        1996 among Eagle River Interactive, Inc.,
        Sushi Acquisition Corp., Graphic Media, Inc.
        and Stockholders thereof
                                                       
   2    Stock Pledge Agreement dated June 21, 1996     
        by and among Lee Jacobson, Philip Meurer, E.
        Michael Loftus and Joseph Parker and Eagle
        River Interactive, Inc.
                                                       
   3    Registration Agreement dated June 21, 1996     
        between Eagle River Interactive, Inc.,
        Philip Meurer, Joseph Parker, Lee J.
        Jacobson and E. Michael Loftus
                                                       
   4    Employment and Noncompetition Agreement        
        dated June 21, 1996 between Graphic Media,
        Inc. and Philip Meurer