As filed with the Securities and Exchange Commission on February 11, 2000

                                                    Registration No. 333-____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         MODEM MEDIA . POPPE TYSON, INC.
             (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                    06-1464807
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                    Identification Number)
                                 230 East Avenue
                           Norwalk, Connecticut 06855
          (Address of principal executive offices, including zip code)

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

                        MODEM MEDIA . POPPE TYSON, INC.
                 VIVID HOLDINGS, INC. 1999 STOCK INCENTIVE PLAN
                           (Full Title of the Plans)

                               Sloane Levy, Esq.
                        MODEM MEDIA . POPPE TYSON, INC.
                                230 East Avenue
               (Name and address of agent for service of process)

                                 (203) 299-7000
         (Telephone number, including area code, of agent for service)

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

<TABLE>
                                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                                Proposed
                                                                 Maximum
                                                             Offering Price    Proposed Maximum
         Title of Each Class              Amount to be             Per             Aggregate           Amount of
   of Securities to be Registered        Registered (1)          Unit (2)     Offering Price (2)   Registration Fee
---------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                    <C>            <C>                    <C>
Class A Common Stock, $.0001 par
   value  per share..................      605,824 shares         $4.65          $2,817,081.60          $743.71
=====================================================================================================================
</TABLE>
(1)   See the Introductory Statement on the following page. Excludes such
      indeterminate number of shares as may be offered and issued to prevent
      dilutions resulting from stock splits, stock dividends, recapitalizations
      or other similar transactions.

(2)   Estimated solely for the purpose of computing the amount of the
      registration fee. Pursuant to Rule 457(h) under the Securities Act of
      1933, as amended, the proposed maximum offering price per share and the
      proposed maximum aggregate offering price of shares subject to outstanding
      options have been determined based on the converted weighted average
      exercise price of the outstanding options as of February 8, 2000, which
      average is $4.65.

<PAGE>


                             INTRODUCTORY STATEMENT

     Pursuant to the consummation of the transactions contemplated by the
Agreement and Plan of Reorganization Among Vivid Holdings, Inc., Vivid
Publishing, Inc. the Stockholders of Vivid Holdings, Inc., Modem Media . Poppe
Tyson, Inc. (the "Registrant") and Modem Media . Poppe Tyson Merger Corp. dated
as of December 17, 1999, Vivid Holdings, Inc. will become a wholly-owned
subsidiary of the Registrant. The shares of Class A Common Stock registered are
issuable pursuant to options granted under the Vivid Holdings, Inc. 1999 Stock
Incentive Plan (the "Plan").

                                    PART II

   Item 3. Incorporation of Documents by Reference

     This Registration Statement incorporates herein by reference the following
documents which have been filed with the Securities and Exchange Commission
(the "Commission") by Modem Media . Poppe Tyson, Inc. (the "Company" or "Modem
Media") as Registrant:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998;

     (b)  All reports filed pursuant to Section 13(a) or 15(d) of the Securities
          and Exchange Act of 1934, as amended (the "Exchange Act") since
          December 31, 1998; and

     (c)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A, filed pursuant to
          Section 12 of the Exchange Act, including any amendment or report
          filed for the purpose of updating such description that was filed on
          February 1, 1999.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of the
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to collectively as the "Incorporated Documents").

     Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained therein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statements
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

     Not Applicable.

   Item 5. Interests of Named Experts and Counsel

     Not Applicable.

   Item 6. Indemnification of Directors and Officers

     Modem Media's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. The Delaware General
Corporation Law provides that a corporation's certificate of incorporation may
contain a provision eliminating or limiting the personal liability of a
director for monetary damages for breach of his or her fiduciary duties as a
director, except for liability for:

o    any breach of the duty of loyalty to the corporation or its stockholders;

o    acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law;

                                       2

<PAGE>


o    unlawful payments of dividends or unlawful stock repurchases or
     redemptions as provided in Section 174 of the Delaware General Corporation
     Law; or

o    any transaction from which the director derives an improper personal
     benefit.

     Modem Media's Bylaws provide that Modem Media shall indemnify its
directors and officers and may indemnify its employees and agents to the
fullest extent permitted by Delaware law, including those circumstances where
indemnification would otherwise be discretionary under Delaware law.

     The Registrant maintains directors and officers insurance providing
indemnification for certain of the Registrant's directors, officers,
affiliates, partners or employees for certain liabilities.

     Modem Media has entered into agreements to indemnify its directors and
officers in addition to the indemnification provided for in its Certificate of
Incorporation and Bylaws. Under these agreements, Modem Media is obligated to
indemnify its directors and officers for expenses, attorneys' fees, judgments,
fines and settlement amounts incurred by any such person in any action or
proceeding arising out of such person's services as a director or officer of
Modem Media, any subsidiary of Modem Media or any other company or enterprise
to which the person provides services at the request of Modem Media. Modem
Media believes that these provisions and agreements are necessary to attract
and retain qualified individuals to serve as directors and officers. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officer or persons controlling Modem Media pursuant to
the foregoing provisions, Modem Media has been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act of 1933, as amended, (the "Securities Act") and is therefore
unenforceable.

   Item 7.  Exemption for Registration Claimed

     Not Applicable

   Item 8. Exhibits

     The following documents are filed as a part of this Registration Statement:

  Exhibit                             Description
  -------                             -----------
    4.1     Restated Certificate of Incorporation of the Registrant
            (incorporated by reference to the Registrant's Registration
            Statement on Form S-1, as amended (No. 333-68057), which was
            declared effective by the Securities and Exchange Commission on
            February 4, 1999).

    4.2     Amended and Restated Bylaws of the Registrant (incorporated by
            reference to the Registrant's Registration Statement on Form S-1, as
            amended (No. 333-68057), which was declared effective by the
            Securities and Exchange Commission on February 4, 1999).

    5.1     Opinion of Sloane Levy, General Counsel of the Company, as to the
            legality of the securities to be registered.

   23.1     Consent of Arthur Andersen LLP.

   23.2     Consent of Sloane Levy (included in Exhibit 5.1).

   24.1     Powers of Attorney (included on the signature pages hereof).

   99.1     Vivid Holdings, Inc. 1999 Stock Incentive Plan.

   Item 9. Undertakings

     (a)  The undersigned Registrant hereby undertakes:

                                       3

<PAGE>


     (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;

          (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; and

         (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) above
          do not apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained in periodic
          reports filed by the Registrant pursuant to Section 13 or Section
          15(d) of the Exchange Act that are incorporated
          by reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the Act, 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 that 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 Registrant hereby undertakes that, for purposes of determining
          any liability under the Securities Act, each filing of the
          Registrant's annual report, pursuant to Section 13(a) or Section
          15(d) of the Exchange Act (and, where applicable, each filing of an
          employee benefit plan's annual report pursuant to Section 15(d) of
          the Exchange Act) 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.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act 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 Commission such indemnification is against public
          policy as expressed in the Securities 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
          Securities Act and will be governed by the final adjudication of such
          issue.

                                       4
<PAGE>


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gerald M. O'Connell, Robert C. Allen, Steven C.
Roberts, and Sloane Levy acting severally, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments to such Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and agent
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 fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

                                   SIGNATURES

       Pursuant to the requirements of the Securities Act, 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 Town of Norwalk, State of Connecticut, on February 10, 2000.

                                           MODEM MEDIA . POPPE TYSON, INC.

                                           By: /s/ Gerald M. O'Connell
                                              ---------------------------
                                                   Gerald M. O'Connell
                                                   Chairman of the Board
                                                   Chief Executive Officer

     Pursuant to the requirements of the Securities Act, the Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE>
                  Signature                     Title                   Date
                  ---------                     -----                   ----
<S>                                     <C>                        <C>
        /s/ Gerald M. O'Connell         Chairman of the Board      February 10, 2000
-------------------------------------   Chief Executive Officer
         (Gerald M. O'Connell)          Director

        /s/ Robert C. Allen, II         President                  February 10, 2000
-------------------------------------   Director
         (Robert C. Allen, II)

        /s/ Steven C. Roberts           Chief Financial Officer    February 10, 2000
-------------------------------------   (Principal Financial and
          (Steven C. Roberts)           Accounting Officer)

        /s/ Robert H. Beeby             Director                   February 8, 2000
-------------------------------------
           (Robert H. Beeby)

        /s/ Donald L. Seeley            Director                   February 10, 2000
-------------------------------------
          (Donald L. Seeley)

        /s/ Donald M. Elliman, Jr.      Director                   February 9, 2000
-------------------------------------
         (Donald M. Elliman, Jr).

         /s/ Don Peppers                Director                   February 10, 2000
-------------------------------------
           (Don Peppers)

       /s/ Joseph R. Zimmel             Director                   February 10, 2000
-------------------------------------
         (Joseph R. Zimmel)
</TABLE>

                                       5
<PAGE>


                                 EXHIBIT INDEX

  Exhibit                             Description
  -------                             -----------
    4.1     Restated Certificate of Incorporation of the Registrant
            (incorporated by reference to the Registrant's Registration
            Statement on Form S-1, as amended (No. 333-68057), which was
            declared effective by the Securities and Exchange Commission on
            February 4, 1999).

    4.2     Amended and Restated Bylaws of the Registrant (incorporated by
            reference to the Registrant's Registration Statement on Form S-1, as
            amended (No. 333-68057), which was declared effective by the
            Securities and Exchange Commission on February 4, 1999).

    5.1     Opinion of Sloane Levy, General Counsel of the Company, as to the
            legality of the securities to be registered.

   23.1     Consent of Arthur Andersen LLP.

   23.2     Consent of Sloane Levy (included in Exhibit 5.1).

   24.1     Powers of Attorney (included on the signature pages hereof).

   99.1     Vivid Holdings, Inc. 1999 Stock Incentive Plan.

                                       6
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{"company-data": {"conformed-name": "MODEM MEDIA POPPE TYSON INC", "cik": "0001024787", "assigned-sic": "7389", "irs-number": "061464807", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30096", "film-number": "532672"}, "business-address": {"street1": "230 EAST AVENUE", "city": "NORWALK", "state": "CT", "zip": "06855", "phone": "2032997000"}, "mail-address": {"street1": "230 EAST AVENUE", "city": "WESTPORT", "state": "CT", "zip": "06855"}, "former-company": {"former-conformed-name": "TN TECHNOLOGIES HOLDING INC", "date-changed": "19961015"}}
As filed with the Securities and Exchange Commission on February 11, 2000

                                                    Registration No. 333-____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         MODEM MEDIA . POPPE TYSON, INC.
             (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                    06-1464807
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                    Identification Number)
                                 230 East Avenue
                           Norwalk, Connecticut 06855
          (Address of principal executive offices, including zip code)

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

                        MODEM MEDIA . POPPE TYSON, INC.
                 VIVID HOLDINGS, INC. 1999 STOCK INCENTIVE PLAN
                           (Full Title of the Plans)

                               Sloane Levy, Esq.
                        MODEM MEDIA . POPPE TYSON, INC.
                                230 East Avenue
               (Name and address of agent for service of process)

                                 (203) 299-7000
         (Telephone number, including area code, of agent for service)

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

                                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                                Proposed
                                                                 Maximum
                                                             Offering Price    Proposed Maximum
         Title of Each Class              Amount to be             Per             Aggregate           Amount of
   of Securities to be Registered        Registered (1)          Unit (2)     Offering Price (2)   Registration Fee
---------------------------------------------------------------------------------------------------------------------
Class A Common Stock, $.0001 par
   value  per share..................      605,824 shares         $4.65          $2,817,081.60          $743.71
=====================================================================================================================
(1)   See the Introductory Statement on the following page. Excludes such
      indeterminate number of shares as may be offered and issued to prevent
      dilutions resulting from stock splits, stock dividends, recapitalizations
      or other similar transactions.

(2)   Estimated solely for the purpose of computing the amount of the
      registration fee. Pursuant to Rule 457(h) under the Securities Act of
      1933, as amended, the proposed maximum offering price per share and the
      proposed maximum aggregate offering price of shares subject to outstanding
      options have been determined based on the converted weighted average
      exercise price of the outstanding options as of February 8, 2000, which
      average is $4.65.
INTRODUCTORY STATEMENT

     Pursuant to the consummation of the transactions contemplated by the
Agreement and Plan of Reorganization Among Vivid Holdings, Inc., Vivid
Publishing, Inc. the Stockholders of Vivid Holdings, Inc., Modem Media . Poppe
Tyson, Inc. (the "Registrant") and Modem Media . Poppe Tyson Merger Corp. dated
as of December 17, 1999, Vivid Holdings, Inc. will become a wholly-owned
subsidiary of the Registrant. The shares of Class A Common Stock registered are
issuable pursuant to options granted under the Vivid Holdings, Inc. 1999 Stock
Incentive Plan (the "Plan").

                                    PART II

   Item 3. Incorporation of Documents by Reference

     This Registration Statement incorporates herein by reference the following
documents which have been filed with the Securities and Exchange Commission
(the "Commission") by Modem Media . Poppe Tyson, Inc. (the "Company" or "Modem
Media") as Registrant:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998;

     (b)  All reports filed pursuant to Section 13(a) or 15(d) of the Securities
          and Exchange Act of 1934, as amended (the "Exchange Act") since
          December 31, 1998; and

     (c)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A, filed pursuant to
          Section 12 of the Exchange Act, including any amendment or report
          filed for the purpose of updating such description that was filed on
          February 1, 1999.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of the
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to collectively as the "Incorporated Documents").

     Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained therein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statements
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

     Not Applicable.

   Item 5. Interests of Named Experts and Counsel

     Not Applicable.

   Item 6. Indemnification of Directors and Officers

     Modem Media's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. The Delaware General
Corporation Law provides that a corporation's certificate of incorporation may
contain a provision eliminating or limiting the personal liability of a
director for monetary damages for breach of his or her fiduciary duties as a
director, except for liability for:

o    any breach of the duty of loyalty to the corporation or its stockholders;

o    acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law;

                                       2
o    unlawful payments of dividends or unlawful stock repurchases or
     redemptions as provided in Section 174 of the Delaware General Corporation
     Law; or

o    any transaction from which the director derives an improper personal
     benefit.

     Modem Media's Bylaws provide that Modem Media shall indemnify its
directors and officers and may indemnify its employees and agents to the
fullest extent permitted by Delaware law, including those circumstances where
indemnification would otherwise be discretionary under Delaware law.

     The Registrant maintains directors and officers insurance providing
indemnification for certain of the Registrant's directors, officers,
affiliates, partners or employees for certain liabilities.

     Modem Media has entered into agreements to indemnify its directors and
officers in addition to the indemnification provided for in its Certificate of
Incorporation and Bylaws. Under these agreements, Modem Media is obligated to
indemnify its directors and officers for expenses, attorneys' fees, judgments,
fines and settlement amounts incurred by any such person in any action or
proceeding arising out of such person's services as a director or officer of
Modem Media, any subsidiary of Modem Media or any other company or enterprise
to which the person provides services at the request of Modem Media. Modem
Media believes that these provisions and agreements are necessary to attract
and retain qualified individuals to serve as directors and officers. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officer or persons controlling Modem Media pursuant to
the foregoing provisions, Modem Media has been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act of 1933, as amended, (the "Securities Act") and is therefore
unenforceable.

   Item 7.  Exemption for Registration Claimed

     Not Applicable

   Item 8. Exhibits

     The following documents are filed as a part of this Registration Statement:

  Exhibit                             Description
  -------                             -----------
    4.1     Restated Certificate of Incorporation of the Registrant
            (incorporated by reference to the Registrant's Registration
            Statement on Form S-1, as amended (No. 333-68057), which was
            declared effective by the Securities and Exchange Commission on
            February 4, 1999).

    4.2     Amended and Restated Bylaws of the Registrant (incorporated by
            reference to the Registrant's Registration Statement on Form S-1, as
            amended (No. 333-68057), which was declared effective by the
            Securities and Exchange Commission on February 4, 1999).

    5.1     Opinion of Sloane Levy, General Counsel of the Company, as to the
            legality of the securities to be registered.

   23.1     Consent of Arthur Andersen LLP.

   23.2     Consent of Sloane Levy (included in Exhibit 5.1).

   24.1     Powers of Attorney (included on the signature pages hereof).

   99.1     Vivid Holdings, Inc. 1999 Stock Incentive Plan.

   Item 9. Undertakings

     (a)  The undersigned Registrant hereby undertakes:

                                       3
(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;

          (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; and

         (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) above
          do not apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained in periodic
          reports filed by the Registrant pursuant to Section 13 or Section
          15(d) of the Exchange Act that are incorporated
          by reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the Act, 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 that 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 Registrant hereby undertakes that, for purposes of determining
          any liability under the Securities Act, each filing of the
          Registrant's annual report, pursuant to Section 13(a) or Section
          15(d) of the Exchange Act (and, where applicable, each filing of an
          employee benefit plan's annual report pursuant to Section 15(d) of
          the Exchange Act) 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.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act 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 Commission such indemnification is against public
          policy as expressed in the Securities 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
          Securities Act and will be governed by the final adjudication of such
          issue.

                                       4
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gerald M. O'Connell, Robert C. Allen, Steven C.
Roberts, and Sloane Levy acting severally, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments to such Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and agent
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 fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

                                   SIGNATURES

       Pursuant to the requirements of the Securities Act, 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 Town of Norwalk, State of Connecticut, on February 10, 2000.

                                           MODEM MEDIA . POPPE TYSON, INC.

                                           By: /s/ Gerald M. O'Connell
                                              ---------------------------
                                                   Gerald M. O'Connell
                                                   Chairman of the Board
                                                   Chief Executive Officer

     Pursuant to the requirements of the Securities Act, the Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

                  Signature                     Title                   Date
                  ---------                     -----                   ----
/s/ Gerald M. O'Connell         Chairman of the Board      February 10, 2000
-------------------------------------   Chief Executive Officer
         (Gerald M. O'Connell)          Director

        /s/ Robert C. Allen, II         President                  February 10, 2000
-------------------------------------   Director
         (Robert C. Allen, II)

        /s/ Steven C. Roberts           Chief Financial Officer    February 10, 2000
-------------------------------------   (Principal Financial and
          (Steven C. Roberts)           Accounting Officer)

        /s/ Robert H. Beeby             Director                   February 8, 2000
-------------------------------------
           (Robert H. Beeby)

        /s/ Donald L. Seeley            Director                   February 10, 2000
-------------------------------------
          (Donald L. Seeley)

        /s/ Donald M. Elliman, Jr.      Director                   February 9, 2000
-------------------------------------
         (Donald M. Elliman, Jr).

         /s/ Don Peppers                Director                   February 10, 2000
-------------------------------------
           (Don Peppers)

       /s/ Joseph R. Zimmel             Director                   February 10, 2000
-------------------------------------
         (Joseph R. Zimmel)
5
EXHIBIT INDEX

  Exhibit                             Description
  -------                             -----------
    4.1     Restated Certificate of Incorporation of the Registrant
            (incorporated by reference to the Registrant's Registration
            Statement on Form S-1, as amended (No. 333-68057), which was
            declared effective by the Securities and Exchange Commission on
            February 4, 1999).

    4.2     Amended and Restated Bylaws of the Registrant (incorporated by
            reference to the Registrant's Registration Statement on Form S-1, as
            amended (No. 333-68057), which was declared effective by the
            Securities and Exchange Commission on February 4, 1999).

    5.1     Opinion of Sloane Levy, General Counsel of the Company, as to the
            legality of the securities to be registered.

   23.1     Consent of Arthur Andersen LLP.

   23.2     Consent of Sloane Levy (included in Exhibit 5.1).

   24.1     Powers of Attorney (included on the signature pages hereof).

   99.1     Vivid Holdings, Inc. 1999 Stock Incentive Plan.

                                       6