<Page>

       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 2002

                                                    REGISTRATION NO. 333-_______

================================================================================

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              24/7 REAL MEDIA, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


            DELAWARE                                       13-3995672
(STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER IDENTIFICATION
 INCORPORATION OR ORGANIZATION)                              NUMBER)


                                  1250 BROADWAY
                            NEW YORK, NEW YORK 10001
                                 (212) 231-7100
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

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

                                 DAVID J. MOORE
                             CHIEF EXECUTIVE OFFICER
                              24/7 REAL MEDIA, INC.
                                  1250 BROADWAY
                            NEW YORK, NEW YORK 10001
                                 (212) 231-7100
                               FAX (212) 760-1774
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                        COPIES OF ALL COMMUNICATIONS TO:
                              RONALD R. PAPA, ESQ,
                               PROSKAUER ROSE LLP
                                  1585 BROADWAY
                          NEW YORK, NEW YORK 10036-8299
                                 (212) 969-3000
                               FAX (212) 969-2900

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

================================================================================



<Page>

                                           CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
=========================================================================================================================
TITLE OF SECURITIES TO BE         AMOUNT TO BE        PROPOSED MAXIMUM        PROPOSED MAXIMUM         AMOUNT OF
REGISTERED                         REGISTERED          OFFERING PRICE        AGGREGATE OFFERING      REGISTRATION
                                                         PER SHARE                  PRICE                 FEE
-------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                        <C>                   <C>                    <C>
COMMON STOCK,
PAR VALUE $.01 PER
SHARE
                              3,000,000 SHARES(1)        $0.25(3)              $750,000(2)            $69.00
=========================================================================================================================
</Table>


         (1)      THE MAXIMUM NUMBER OF SHARES AS TO WHICH AWARDS MAY BE GRANTED
                  UNDER THE 2002 EQUITY COMPENSATION PLAN. PURSUANT TO RULE 416,
                  THERE ARE ALSO BEING REGISTERED SUCH ADDITIONAL INDETERMINATE
                  NUMBER OF SHARES AS MAY BE REQUIRED TO COVER POSSIBLE
                  ADJUSTMENTS UNDER THE 2002 EQUITY COMPENSATION PLAN.

         (2)      ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE
                  REGISTRATION FEE PURSUANT TO RULE 457(H) CALCULATED ON THE
                  BASIS OF THE AVERAGE OF THE HIGH AND LOW SALE PRICES OF THE
                  COMMON STOCK AS REPORTED ON THE NASDAQ NATIONAL MARKET ON MAY
                  3, 2002.

         (3)      ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE
                  REGISTRATION FEE PURSUANT TO RULE 457(C) CALCULATED ON THE
                  BASIS OF THE AVERAGE OF THE HIGH AND LOW SALE PRICES OF THE
                  COMMON STOCK AS REPORTED ON THE NASDAQ NATIONAL MARKET ON MAY
                  3, 2002.



                                       1
<Page>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         -------  ----------------------------------------

         THE FOLLOWING DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION BY 24/7 REAL MEDIA, INC., A DELAWARE CORPORATION (THE "CORPORATION"
OR THE "REGISTRANT"), ARE INCORPORATED HEREIN BY REFERENCE:

                  (a)      The Corporation's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 2001 (File No.
                           0-29768).

                  (b)      The Corporation's current report on Form 8-K
                           announcing the sale of its email business to
                           24/7 Mail, Inc. a subsidiary of Navant on
                           May 3, 2002 (File No. 1-14355)

                  (c)      THE DESCRIPTION OF THE CORPORATION'S COMMON STOCK,
                           PAR VALUE $.01 PER SHARE, CONTAINED IN THE
                           CORPORATION'S FORM 8-A FILED ON JULY 28, 1998 (File
                           No. 1-14355).

                  ALL DOCUMENTS SUBSEQUENTLY FILED BY THE CORPORATION PURSUANT
         TO SECTIONS 13(a), 13(c), 14, AND 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934 (THE "EXCHANGE ACT"), PRIOR TO THE FILING OF A POST-EFFECTIVE
         AMENDMENT WHICH INDICATED THAT ALL REMAINING SECURITIES OFFERED HAVE
         BEEN SOLD OR WHICH DE-REGISTERS ALL SECURITIES THEN REMAINING UNSOLD,
         SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS REGISTRATION
         STATEMENT AND TO BE PART THEREOF FROM THE DATE OF FILING SUCH
         DOCUMENTS.

                  ANY STATEMENT IN A DOCUMENT INCORPORATED OR DEEMED TO BE
         INCORPORATED BY REFERENCE HEREIN SHALL BE DEEMED TO BE MODIFIED OR
         SUPERSEDED FOR THE PURPOSES OF THIS REGISTRATION STATEMENT TO THE
         EXTENT THAT A STATEMENT CONTAINED HEREIN OR IN ANY OTHER SUBSEQUENTLY
         FILED DOCUMENT WHICH ALSO IS OR IS DEEMED TO BE INCORPORATED BY
         REFERENCE HEREIN MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY STATEMENT
         SO MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR
         SUPERSEDED, TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

         ITEM 4.  DESCRIPTION OF SECURITIES.
         -------  --------------------------

         SEE ITEM 1 ABOVE.

         ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
         ------   -------------------------------------

         NOT APPLICABLE.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -------  ------------------------------------------



                                       2
<Page>


                  THE CORPORATION'S CERTIFICATE OF INCORPORATION PROVIDES THAT
THE CORPORATION SHALL, TO THE FULL EXTENT PERMITTED BY LAW, INDEMNIFY ANY PERSON
WHO IS OR WAS A DIRECTOR, OFFICER, INCORPORATOR, EMPLOYEE OR AGENT OF THE
CORPORATION AGAINST LIABILITY ARISING BY REASON OF THE FACT THAT SUCH PERSON IS
OR WAS A DIRECTOR, OFFICER, INCORPORATOR, EMPLOYEE OR AGENT OF THE CORPORATION,
PROVIDED THAT SUCH PERSON ACTED IN GOOD FAITH AND IN A MANNER HE OR SHE
REASONABLY BELIEVED WAS NOT OPPOSED TO THE BEST INTERESTS OF THE CORPORATION.

                  ARTICLE EIGHTH OF THE CORPORATION'S CERTIFICATE OF
INCORPORATION PROVIDES THAT A NO DIRECTOR OF THE CORPORATION SHALL BE LIABLE TO
THE CORPORATION OR ITS STOCKHOLDERS FOR MONETARY DAMAGES FOR BREACH OF FIDUCIARY
DUTY AS A DIRECTOR, TO THE FULLEST EXTENT NOW OR HEREAFTER PERMITTED BY THE LAWS
OF THE STATE OF DELAWARE.

         ITEM 8.  EXHIBITS.
         -------  ---------

         4.1      CERTIFICATE OF INCORPORATION OF THE CORPORATION (INCORPORATED
                  BY REFERENCE TO EXHIBIT 3.1 TO THE CORPORATION'S REGISTRATION
                  STATEMENT ON FORM S-1(REGISTRATION NO. 333-56085))

        *4.2      2002 Equity Compensation Plan

        *5        OPINION OF PROSKAUER ROSE LLP

        *23.1     CONSENT OF KPMG LLP

        *23.2     CONSENT OF PROSKAUER ROSE LLP (INCLUDED IN EXHIBIT 5)

        24        POWERS OF ATTORNEY: INCLUDED ON PAGE II-5

-----------------------
*  FILED HEREWITH.

         ITEM 9.  UNDERTAKINGS.
         -------  -------------

         (a)      THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:

                           (1) TO FILE, DURING ANY PERIOD IN WHICH OFFERS OR
                  SALES ARE BEING MADE, A POST-EFFECTIVE AMENDMENT TO THIS
                  REGISTRATION STATEMENT;

                           (i) TO INCLUDE ANY PROSPECTUS REQUIRED BY SECTION
                  10(a)(3) OF THE SECURITIES ACT OF 1933;



                                       3
<Page>


                           (ii) TO REFLECT IN THE PROSPECTUS ANY FACTS OR EVENTS
                  ARISING AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT
                  (OR THE MOST RECENT POST-EFFECTIVE AMENDMENT THEREOF) WHICH,
                  INDIVIDUALLY OR IN THE AGGREGATE, REPRESENT A FUNDAMENTAL
                  CHANGE IN THE INFORMATION SET FORTH IN THE REGISTRATION
                  STATEMENT. NOTWITHSTANDING THE FOREGOING, ANY INCREASE OR
                  DECREASE IN VALUE OF SECURITIES OFFERED (IF JUST THE DOLLAR
                  VALUE OF SECURITIES OFFERED WOULD NOT EXCEED THAT WHICH WAS
                  REGISTERED) AND ANY DEVIATION FROM THE LOW OR HIGH END OF THE
                  ESTIMATED MAXIMUM OFFERING RANGE MAY BE REFLECTED IN THE FORM
                  OF PROSPECTUS FILED WITH THE COMMISSION PURSUANT TO RULE
                  424(b) IF, IN THE AGGREGATE, THE CHANGES IN VOLUME OR PRICE
                  REPRESENT NO MORE THAN A 20% CHANGE IN THE MAXIMUM AGGREGATE
                  OFFERING PRICE SET FORTH IN THE "CALCULATION OF REGISTRATION
                  FEE" TABLE IN THE EFFECTIVE REGISTRATION STATEMENT;

                           (iii) TO INCLUDE ANY MATERIAL INFORMATION WITH
                  RESPECT TO THE PLAN OF DISTRIBUTION NOT PREVIOUSLY DISCLOSED
                  IN THE REGISTRATION STATEMENT OR ANY MATERIAL CHANGE TO SUCH
                  INFORMATION IN THE REGISTRATION STATEMENT;

                           PROVIDED, HOWEVER, THAT PARAGRAPHS (a)(1)(i) AND
                  (a)(1)(ii) DO NOT APPLY IF THE REGISTRATION STATEMENT IS ON
                  FORM S-3, FORM S-8 OR FORM F-3, AND THE INFORMATION REQUIRED
                  TO BE INCLUDED IN A POST-EFFECTIVE AMENDMENT BY THOSE
                  PARAGRAPHS IS CONTAINED IN PERIODIC REPORTS FILED WITH OR
                  FURNISHED TO THE COMMISSION BY THE REGISTRANT PURSUANT TO
                  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                  THAT ARE INCORPORATED BY REFERENCE IN THE REGISTRATION
                  STATEMENT.

                           (2) THAT, FOR THE PURPOSE OF DETERMINING ANY
                  LIABILITY UNDER THE SECURITIES ACT OF 1933, EACH SUCH
                  POST-EFFECTIVE AMENDMENT SHALL BE DEEMED TO BE A NEW
                  REGISTRATION STATEMENT RELATING TO THE SECURITIES OFFERED
                  THEREIN, AND THE OFFERING OF SUCH SECURITIES AT THE TIME SHALL
                  BE DEEMED TO BE THE INITIAL BONA FIDE OFFERING THEREOF.

                           (3) TO REMOVE FROM REGISTRATION BY MEANS OF A
                  POST-EFFECTIVE AMENDMENT ANY OF THE SECURITIES BEING
                  REGISTERED WHICH REMAIN UNSOLD AT THE TERMINATION OF THE
                  OFFERING.

         (b) THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES THAT, FOR PURPOSES OF
DETERMINING ANY LIABILITY UNDER THE SECURITIES ACT OF 1933, EACH FILING OF THE
REGISTRANT'S ANNUAL REPORT PURSUANT TO SECTION 13(a) OR SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 THAT IS INCORPORATED BY REFERENCE IN THE
REGISTRATION STATEMENT SHALL BE DEEMED TO BE A NEW REGISTRATION STATEMENT
RELATING TO THE SECURITIES OFFERED THEREIN, AND THE OFFERING OF SUCH SECURITIES
AT THAT TIME SHALL BE DEEMED TO BE THE INITIAL BONA FIDE OFFERING THEREOF.



                                       4
<Page>



         (c) INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS AND CONTROLLING
PERSONS OF THE REGISTRANT PURSUANT TO THE FOREGOING PROVISIONS, OR OTHERWISE,
THE REGISTRANT HAS BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES AND
EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED
IN THE ACT AND IS, THEREFORE, UNENFORCEABLE. IN THE EVENT THAT A CLAIM FOR
INDEMNIFICATION AGAINST SUCH LIABILITIES (OTHER THAN THE PAYMENT BY THE
REGISTRANT OF EXPENSES INCURRED OR PAID BY A DIRECTOR, OFFICER OR CONTROLLING
PERSON OF THE REGISTRANT IN THE SUCCESSFUL DEFENSE OF ANY ACTION, SUIT OR
PROCEEDING) IS ASSERTED BY SUCH DIRECTOR, OFFICER OR CONTROLLING PERSON IN
CONNECTION WITH THE SECURITIES BEING REGISTERED, THE REGISTRANT WILL, UNLESS IN
THE OPINION OF ITS COUNSEL THE MATTER HAS BEEN SETTLED BY CONTROLLING PRECEDENT,
SUBMIT TO A COURT OF APPROPRIATE JURISDICTION THE QUESTION WHETHER SUCH
INDEMNIFICATION BY IT IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND WILL
BE GOVERNED BY THE FINAL ADJUDICATION OF SUCH ISSUE.



                                       5
<Page>




                                   SIGNATURES

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK ON MAY 7, 2002.

                                           24/7 REAL MEDIA, INC.

                                           BY:  /s/ David J. Moore
                                                ------------------
                                                NAME: DAVID J. MOORE
                                                TITLE: CHIEF EXECUTIVE OFFICER


                               POWERS OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS DAVID J. MOORE AND MARK E. MORAN, OR EITHER OF
THEM, HIS TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT, WITH FULL POWER OF
SUBSTITUTION AND RE-SUBSTITUTION, TO ACT, WITHOUT THE OTHER, FOR HIM AND IN HIS
NAME, PLACE, AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN A REGISTRATION
STATEMENT ON FORM S-8 OF 24/7 REAL MEDIA, INC. AND ANY OR ALL AMENDMENTS
(INCLUDING POST-EFFECTIVE AMENDMENTS) THERETO, RELATING TO THE REGISTRATION,
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF SHARES OF COMMON STOCK OF THE
CORPORATION TO BE ISSUED PURSUANT TO THE CORPORATION'S 2002 Equity Compensation
Plan AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN
CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO
SAID ATTORNEYS-IN-FACT AND AGENTS FULL POWER AND AUTHORITY TO DO AND PERFORM
EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE
PREMISES, AS FULL TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN PERSON,
HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS, OR
ANY OF THEM, THEIR SUBSTITUTE OR SUBSTITUTES MAY LAWFULLY DO OR CAUSE TO BE DONE
BY VIRTUE HEREOF.

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED AS OF MAY 7, 2002.



                                       6
<Page>




<Table>
<Caption>
    SIGNATURES                                        TITLE
    ----------                                        -----
<S>                                               <C>
/s/ DAVID J. MOORE                                CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE
------------------                                BOARD (PRINCIPAL EXECUTIVE OFFICER)
DAVID J. MOORE


/s/ ARNIE SEMSKY                                  DIRECTOR
----------------
ARNIE SEMSKY


/s/ RICHARD BURNS                                 DIRECTOR
-----------------
RICHARD BURNS


/s/ PHILIPP GERBERT                               DIRECTOR
-------------------
PHILIPP GERBERT


/s/ ROBERT J. PERKINS                             DIRECTOR
---------------------
ROBERT J. PERKINS


/s/ MORITZ F. WUTTKE                              DIRECTOR
--------------------
MORITZ F. WUTTKE


/s/ NORMAN M. BLASHKA                             EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL
---------------------                             OFFICER
NORMAN M. BLASHKA                                 (PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER)
</Table>


                                       7
[{"type": "S-8", "sequence": "1", "filename": "a2079096zs-8.txt", "description": "S-8", "secsgml_size_bytes": 17467}]
{"company-data": {"conformed-name": "24/7 MEDIA INC", "cik": "0001062195", "assigned-sic": "7310", "irs-number": "133995672", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87714", "film-number": "02636494"}, "business-address": {"street1": "1250 BROADWAY", "street2": "27TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10001", "phone": "2122317100"}, "mail-address": {"street1": "1250 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10001"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 2002

                                                    REGISTRATION NO. 333-_______

================================================================================

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              24/7 REAL MEDIA, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                       13-3995672
(STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER IDENTIFICATION
 INCORPORATION OR ORGANIZATION)                              NUMBER)

                                  1250 BROADWAY
                            NEW YORK, NEW YORK 10001
                                 (212) 231-7100
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

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

                                 DAVID J. MOORE
                             CHIEF EXECUTIVE OFFICER
                              24/7 REAL MEDIA, INC.
                                  1250 BROADWAY
                            NEW YORK, NEW YORK 10001
                                 (212) 231-7100
                               FAX (212) 760-1774
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                        COPIES OF ALL COMMUNICATIONS TO:
                              RONALD R. PAPA, ESQ,
                               PROSKAUER ROSE LLP
                                  1585 BROADWAY
                          NEW YORK, NEW YORK 10036-8299
                                 (212) 969-3000
                               FAX (212) 969-2900

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

================================================================================
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
TITLE OF SECURITIES TO BE         AMOUNT TO BE        PROPOSED MAXIMUM        PROPOSED MAXIMUM         AMOUNT OF
REGISTERED                         REGISTERED          OFFERING PRICE        AGGREGATE OFFERING      REGISTRATION
                                                         PER SHARE                  PRICE                 FEE
-------------------------------------------------------------------------------------------------------------------------
COMMON STOCK,
PAR VALUE $.01 PER
SHARE
                              3,000,000 SHARES(1)        $0.25(3)              $750,000(2)            $69.00
=========================================================================================================================
(1)      THE MAXIMUM NUMBER OF SHARES AS TO WHICH AWARDS MAY BE GRANTED
                  UNDER THE 2002 EQUITY COMPENSATION PLAN. PURSUANT TO RULE 416,
                  THERE ARE ALSO BEING REGISTERED SUCH ADDITIONAL INDETERMINATE
                  NUMBER OF SHARES AS MAY BE REQUIRED TO COVER POSSIBLE
                  ADJUSTMENTS UNDER THE 2002 EQUITY COMPENSATION PLAN.

         (2)      ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE
                  REGISTRATION FEE PURSUANT TO RULE 457(H) CALCULATED ON THE
                  BASIS OF THE AVERAGE OF THE HIGH AND LOW SALE PRICES OF THE
                  COMMON STOCK AS REPORTED ON THE NASDAQ NATIONAL MARKET ON MAY
                  3, 2002.

         (3)      ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE
                  REGISTRATION FEE PURSUANT TO RULE 457(C) CALCULATED ON THE
                  BASIS OF THE AVERAGE OF THE HIGH AND LOW SALE PRICES OF THE
                  COMMON STOCK AS REPORTED ON THE NASDAQ NATIONAL MARKET ON MAY
                  3, 2002.

                                       1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         -------  ----------------------------------------

         THE FOLLOWING DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION BY 24/7 REAL MEDIA, INC., A DELAWARE CORPORATION (THE "CORPORATION"
OR THE "REGISTRANT"), ARE INCORPORATED HEREIN BY REFERENCE:

                  (a)      The Corporation's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 2001 (File No.
                           0-29768).

                  (b)      The Corporation's current report on Form 8-K
                           announcing the sale of its email business to
                           24/7 Mail, Inc. a subsidiary of Navant on
                           May 3, 2002 (File No. 1-14355)

                  (c)      THE DESCRIPTION OF THE CORPORATION'S COMMON STOCK,
                           PAR VALUE $.01 PER SHARE, CONTAINED IN THE
                           CORPORATION'S FORM 8-A FILED ON JULY 28, 1998 (File
                           No. 1-14355).

                  ALL DOCUMENTS SUBSEQUENTLY FILED BY THE CORPORATION PURSUANT
         TO SECTIONS 13(a), 13(c), 14, AND 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934 (THE "EXCHANGE ACT"), PRIOR TO THE FILING OF A POST-EFFECTIVE
         AMENDMENT WHICH INDICATED THAT ALL REMAINING SECURITIES OFFERED HAVE
         BEEN SOLD OR WHICH DE-REGISTERS ALL SECURITIES THEN REMAINING UNSOLD,
         SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS REGISTRATION
         STATEMENT AND TO BE PART THEREOF FROM THE DATE OF FILING SUCH
         DOCUMENTS.

                  ANY STATEMENT IN A DOCUMENT INCORPORATED OR DEEMED TO BE
         INCORPORATED BY REFERENCE HEREIN SHALL BE DEEMED TO BE MODIFIED OR
         SUPERSEDED FOR THE PURPOSES OF THIS REGISTRATION STATEMENT TO THE
         EXTENT THAT A STATEMENT CONTAINED HEREIN OR IN ANY OTHER SUBSEQUENTLY
         FILED DOCUMENT WHICH ALSO IS OR IS DEEMED TO BE INCORPORATED BY
         REFERENCE HEREIN MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY STATEMENT
         SO MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR
         SUPERSEDED, TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

         ITEM 4.  DESCRIPTION OF SECURITIES.
         -------  --------------------------

         SEE ITEM 1 ABOVE.

         ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
         ------   -------------------------------------

         NOT APPLICABLE.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         -------  ------------------------------------------

                                       2
THE CORPORATION'S CERTIFICATE OF INCORPORATION PROVIDES THAT
THE CORPORATION SHALL, TO THE FULL EXTENT PERMITTED BY LAW, INDEMNIFY ANY PERSON
WHO IS OR WAS A DIRECTOR, OFFICER, INCORPORATOR, EMPLOYEE OR AGENT OF THE
CORPORATION AGAINST LIABILITY ARISING BY REASON OF THE FACT THAT SUCH PERSON IS
OR WAS A DIRECTOR, OFFICER, INCORPORATOR, EMPLOYEE OR AGENT OF THE CORPORATION,
PROVIDED THAT SUCH PERSON ACTED IN GOOD FAITH AND IN A MANNER HE OR SHE
REASONABLY BELIEVED WAS NOT OPPOSED TO THE BEST INTERESTS OF THE CORPORATION.

                  ARTICLE EIGHTH OF THE CORPORATION'S CERTIFICATE OF
INCORPORATION PROVIDES THAT A NO DIRECTOR OF THE CORPORATION SHALL BE LIABLE TO
THE CORPORATION OR ITS STOCKHOLDERS FOR MONETARY DAMAGES FOR BREACH OF FIDUCIARY
DUTY AS A DIRECTOR, TO THE FULLEST EXTENT NOW OR HEREAFTER PERMITTED BY THE LAWS
OF THE STATE OF DELAWARE.

         ITEM 8.  EXHIBITS.
         -------  ---------

         4.1      CERTIFICATE OF INCORPORATION OF THE CORPORATION (INCORPORATED
                  BY REFERENCE TO EXHIBIT 3.1 TO THE CORPORATION'S REGISTRATION
                  STATEMENT ON FORM S-1(REGISTRATION NO. 333-56085))

        *4.2      2002 Equity Compensation Plan

        *5        OPINION OF PROSKAUER ROSE LLP

        *23.1     CONSENT OF KPMG LLP

        *23.2     CONSENT OF PROSKAUER ROSE LLP (INCLUDED IN EXHIBIT 5)

        24        POWERS OF ATTORNEY: INCLUDED ON PAGE II-5

-----------------------
*  FILED HEREWITH.

         ITEM 9.  UNDERTAKINGS.
         -------  -------------

         (a)      THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:

                           (1) TO FILE, DURING ANY PERIOD IN WHICH OFFERS OR
                  SALES ARE BEING MADE, A POST-EFFECTIVE AMENDMENT TO THIS
                  REGISTRATION STATEMENT;

                           (i) TO INCLUDE ANY PROSPECTUS REQUIRED BY SECTION
                  10(a)(3) OF THE SECURITIES ACT OF 1933;

                                       3
(ii) TO REFLECT IN THE PROSPECTUS ANY FACTS OR EVENTS
                  ARISING AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT
                  (OR THE MOST RECENT POST-EFFECTIVE AMENDMENT THEREOF) WHICH,
                  INDIVIDUALLY OR IN THE AGGREGATE, REPRESENT A FUNDAMENTAL
                  CHANGE IN THE INFORMATION SET FORTH IN THE REGISTRATION
                  STATEMENT. NOTWITHSTANDING THE FOREGOING, ANY INCREASE OR
                  DECREASE IN VALUE OF SECURITIES OFFERED (IF JUST THE DOLLAR
                  VALUE OF SECURITIES OFFERED WOULD NOT EXCEED THAT WHICH WAS
                  REGISTERED) AND ANY DEVIATION FROM THE LOW OR HIGH END OF THE
                  ESTIMATED MAXIMUM OFFERING RANGE MAY BE REFLECTED IN THE FORM
                  OF PROSPECTUS FILED WITH THE COMMISSION PURSUANT TO RULE
                  424(b) IF, IN THE AGGREGATE, THE CHANGES IN VOLUME OR PRICE
                  REPRESENT NO MORE THAN A 20% CHANGE IN THE MAXIMUM AGGREGATE
                  OFFERING PRICE SET FORTH IN THE "CALCULATION OF REGISTRATION
                  FEE" TABLE IN THE EFFECTIVE REGISTRATION STATEMENT;

                           (iii) TO INCLUDE ANY MATERIAL INFORMATION WITH
                  RESPECT TO THE PLAN OF DISTRIBUTION NOT PREVIOUSLY DISCLOSED
                  IN THE REGISTRATION STATEMENT OR ANY MATERIAL CHANGE TO SUCH
                  INFORMATION IN THE REGISTRATION STATEMENT;

                           PROVIDED, HOWEVER, THAT PARAGRAPHS (a)(1)(i) AND
                  (a)(1)(ii) DO NOT APPLY IF THE REGISTRATION STATEMENT IS ON
                  FORM S-3, FORM S-8 OR FORM F-3, AND THE INFORMATION REQUIRED
                  TO BE INCLUDED IN A POST-EFFECTIVE AMENDMENT BY THOSE
                  PARAGRAPHS IS CONTAINED IN PERIODIC REPORTS FILED WITH OR
                  FURNISHED TO THE COMMISSION BY THE REGISTRANT PURSUANT TO
                  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                  THAT ARE INCORPORATED BY REFERENCE IN THE REGISTRATION
                  STATEMENT.

                           (2) THAT, FOR THE PURPOSE OF DETERMINING ANY
                  LIABILITY UNDER THE SECURITIES ACT OF 1933, EACH SUCH
                  POST-EFFECTIVE AMENDMENT SHALL BE DEEMED TO BE A NEW
                  REGISTRATION STATEMENT RELATING TO THE SECURITIES OFFERED
                  THEREIN, AND THE OFFERING OF SUCH SECURITIES AT THE TIME SHALL
                  BE DEEMED TO BE THE INITIAL BONA FIDE OFFERING THEREOF.

                           (3) TO REMOVE FROM REGISTRATION BY MEANS OF A
                  POST-EFFECTIVE AMENDMENT ANY OF THE SECURITIES BEING
                  REGISTERED WHICH REMAIN UNSOLD AT THE TERMINATION OF THE
                  OFFERING.

         (b) THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES THAT, FOR PURPOSES OF
DETERMINING ANY LIABILITY UNDER THE SECURITIES ACT OF 1933, EACH FILING OF THE
REGISTRANT'S ANNUAL REPORT PURSUANT TO SECTION 13(a) OR SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 THAT IS INCORPORATED BY REFERENCE IN THE
REGISTRATION STATEMENT SHALL BE DEEMED TO BE A NEW REGISTRATION STATEMENT
RELATING TO THE SECURITIES OFFERED THEREIN, AND THE OFFERING OF SUCH SECURITIES
AT THAT TIME SHALL BE DEEMED TO BE THE INITIAL BONA FIDE OFFERING THEREOF.

                                       4
(c) INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS AND CONTROLLING
PERSONS OF THE REGISTRANT PURSUANT TO THE FOREGOING PROVISIONS, OR OTHERWISE,
THE REGISTRANT HAS BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES AND
EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED
IN THE ACT AND IS, THEREFORE, UNENFORCEABLE. IN THE EVENT THAT A CLAIM FOR
INDEMNIFICATION AGAINST SUCH LIABILITIES (OTHER THAN THE PAYMENT BY THE
REGISTRANT OF EXPENSES INCURRED OR PAID BY A DIRECTOR, OFFICER OR CONTROLLING
PERSON OF THE REGISTRANT IN THE SUCCESSFUL DEFENSE OF ANY ACTION, SUIT OR
PROCEEDING) IS ASSERTED BY SUCH DIRECTOR, OFFICER OR CONTROLLING PERSON IN
CONNECTION WITH THE SECURITIES BEING REGISTERED, THE REGISTRANT WILL, UNLESS IN
THE OPINION OF ITS COUNSEL THE MATTER HAS BEEN SETTLED BY CONTROLLING PRECEDENT,
SUBMIT TO A COURT OF APPROPRIATE JURISDICTION THE QUESTION WHETHER SUCH
INDEMNIFICATION BY IT IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND WILL
BE GOVERNED BY THE FINAL ADJUDICATION OF SUCH ISSUE.

                                       5
SIGNATURES

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK ON MAY 7, 2002.

                                           24/7 REAL MEDIA, INC.

                                           BY:  /s/ David J. Moore
                                                ------------------
                                                NAME: DAVID J. MOORE
                                                TITLE: CHIEF EXECUTIVE OFFICER

                               POWERS OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS DAVID J. MOORE AND MARK E. MORAN, OR EITHER OF
THEM, HIS TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT, WITH FULL POWER OF
SUBSTITUTION AND RE-SUBSTITUTION, TO ACT, WITHOUT THE OTHER, FOR HIM AND IN HIS
NAME, PLACE, AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN A REGISTRATION
STATEMENT ON FORM S-8 OF 24/7 REAL MEDIA, INC. AND ANY OR ALL AMENDMENTS
(INCLUDING POST-EFFECTIVE AMENDMENTS) THERETO, RELATING TO THE REGISTRATION,
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF SHARES OF COMMON STOCK OF THE
CORPORATION TO BE ISSUED PURSUANT TO THE CORPORATION'S 2002 Equity Compensation
Plan AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN
CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO
SAID ATTORNEYS-IN-FACT AND AGENTS FULL POWER AND AUTHORITY TO DO AND PERFORM
EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE
PREMISES, AS FULL TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN PERSON,
HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS, OR
ANY OF THEM, THEIR SUBSTITUTE OR SUBSTITUTES MAY LAWFULLY DO OR CAUSE TO BE DONE
BY VIRTUE HEREOF.

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED AS OF MAY 7, 2002.

                                       6
SIGNATURES                                        TITLE
    ----------                                        -----
/s/ DAVID J. MOORE                                CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE
------------------                                BOARD (PRINCIPAL EXECUTIVE OFFICER)
DAVID J. MOORE

/s/ ARNIE SEMSKY                                  DIRECTOR
----------------
ARNIE SEMSKY

/s/ RICHARD BURNS                                 DIRECTOR
-----------------
RICHARD BURNS

/s/ PHILIPP GERBERT                               DIRECTOR
-------------------
PHILIPP GERBERT

/s/ ROBERT J. PERKINS                             DIRECTOR
---------------------
ROBERT J. PERKINS

/s/ MORITZ F. WUTTKE                              DIRECTOR
--------------------
MORITZ F. WUTTKE

/s/ NORMAN M. BLASHKA                             EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL
---------------------                             OFFICER
NORMAN M. BLASHKA                                 (PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER)
7