<PAGE>

  As filed with the Securities and Exchange Commission on September 20, 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, 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 2000 STOCK INCENTIVE PLAN
                           (Full Title of the Plan)

                               Sloane Levy, Esq.
                               MODEM MEDIA, INC.
                                230 East Avenue
                          Norwalk, Connecticut 06855
              (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

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                            Proposed
                                                                             Maximum        Proposed Maximum
Title of Each Class                                     Amount to be    Offering Price Per       Aggregate          Amount of
of Securities to be Registered                         Registered (1)        Share (2)       Offering Price (2)  Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>                  <C>                 <C>
Common Stock, $.001 par value per
share ...............................................  400,000 shares              $6.8438          $2,737,520            $722.70
====================================================================================================================================
</TABLE>

(1)  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. This amount represents
     400,000 shares of Common Stock reserved for issuance pursuant to options,
     SARs, restricted stock, performance awards and other stock based awards
     granted or which may be granted under the Modem Media 2000 Stock Incentive
     Plan (the "Plan").

(2)  Estimated solely for the purpose of computing the amount of the
     registration fee. Pursuant to Rule 457(c) and 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 average of the
     high and low price of the Common Stock on September 18, 2000, as reported
     by the NASDAQ National Market.

================================================================================
<PAGE>

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, 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, 1999;

          (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, 1999; 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:

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

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

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

          . 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.
<PAGE>

          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
Number                   Description
------                   -----------

4.1       Amended and Restated Certificate of Incorporation of the Registrant,
          effective June 5, 2000 (included as an exhibit to the quarterly report
          on Form 10-Q for the quarter ended June 30, 2000)

4.2       Amended and Restated Bylaws of the Registrant, effective June 5, 2000
          (included as an exhibit to the quarterly report on Form 10-Q for the
          quarter ended June 30, 2000)

5.1       Opinion of Sloane Levy, Esq., 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 KPMG LLP

23.3      Consent of Sloane Levy, Esq., (included in Exhibit 5.1)

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

99.1      Modem Media 2000 Stock Incentive Plan
<PAGE>

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;

              (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.
<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, II 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 September 20, 2000.

                                         MODEM MEDIA, INC.


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

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                             Title                         Date
---------                                             -----                         ----
<S>                                          <C>                             <C>

/s/ Gerald M. O'Connell                      Chairman of the Board           September 20, 2000
------------------------------------
(Gerald M. O'Connell)                        Chief Executive Officer
                                             Director

/s/ Robert C. Allen, II                      President                       September 20, 2000
------------------------------------
(Robert C. Allen, II)                        Chief Operating Officer
                                             Director

/s/ Keryn Cerbone                            Acting Chief Financial Officer  September 20, 2000
------------------------------------
(Keryn Cerbone)                              (Principal Financial and
                                             Accounting Officer)

/s/ Robert H. Beeby                          Director                        September 20, 2000
------------------------------------
(Robert H. Beeby)

/s/ Terry D. Peigh                           Director                        September 20, 2000
------------------------------------
(Terry D. Peigh)

/s/ Donald L. Seeley                         Director                        September 20, 2000
------------------------------------
(Donald L. Seeley)

/s/ Donald M. Elliman, Jr.                   Director                        September 20, 2000
------------------------------------
(Donald M. Elliman, Jr.)
</TABLE>
<PAGE>

<TABLE>
<S>                                          <C>                             <C>
/s/ Don Peppers                              Director                        September 20, 2000
------------------------------------
(Don Peppers)

/s/ Joseph R. Zimmel                         Director                        September 20, 2000
------------------------------------
(Joseph R. Zimmel)
</TABLE>
<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number                   Description
------                   -----------

4.1       Amended and Restated Certificate of Incorporation of the Registrant,
          effective June 5, 2000 (included as an exhibit to the quarterly report
          on Form 10-Q for the quarter ended June 30, 2000)

4.2       Amended and Restated Bylaws of the Registrant, effective June 5, 2000
          (included as an exhibit to the quarterly report on Form 10-Q for the
          quarter ended June 30, 2000)

5.1       Opinion of Sloane Levy, Esq., 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 KPMG LLP

23.3      Consent of Sloane Levy, Esq., (included in Exhibit 5.1)

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

99.1      Modem Media 2000 Stock Incentive Plan
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 19214}]
{"company-data": {"conformed-name": "MODEM MEDIA 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": "333-46204", "film-number": "725707"}, "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": "MODEM MEDIA POPPE TYSON INC", "date-changed": "19981124"}, {"former-conformed-name": "TN TECHNOLOGIES HOLDING INC", "date-changed": "19961015"}]}
As filed with the Securities and Exchange Commission on September 20, 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, 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 2000 STOCK INCENTIVE PLAN
                           (Full Title of the Plan)

                               Sloane Levy, Esq.
                               MODEM MEDIA, INC.
                                230 East Avenue
                          Norwalk, Connecticut 06855
              (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        Proposed Maximum
Title of Each Class                                     Amount to be    Offering Price Per       Aggregate          Amount of
of Securities to be Registered                         Registered (1)        Share (2)       Offering Price (2)  Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per
share ...............................................  400,000 shares              $6.8438          $2,737,520            $722.70
====================================================================================================================================
(1)  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. This amount represents
     400,000 shares of Common Stock reserved for issuance pursuant to options,
     SARs, restricted stock, performance awards and other stock based awards
     granted or which may be granted under the Modem Media 2000 Stock Incentive
     Plan (the "Plan").

(2)  Estimated solely for the purpose of computing the amount of the
     registration fee. Pursuant to Rule 457(c) and 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 average of the
     high and low price of the Common Stock on September 18, 2000, as reported
     by the NASDAQ National Market.

================================================================================
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, 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, 1999;

          (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, 1999; 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:

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

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

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

          . 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
Number                   Description
------                   -----------

4.1       Amended and Restated Certificate of Incorporation of the Registrant,
          effective June 5, 2000 (included as an exhibit to the quarterly report
          on Form 10-Q for the quarter ended June 30, 2000)

4.2       Amended and Restated Bylaws of the Registrant, effective June 5, 2000
          (included as an exhibit to the quarterly report on Form 10-Q for the
          quarter ended June 30, 2000)

5.1       Opinion of Sloane Levy, Esq., 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 KPMG LLP

23.3      Consent of Sloane Levy, Esq., (included in Exhibit 5.1)

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

99.1      Modem Media 2000 Stock Incentive Plan
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;

              (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.
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, II 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 September 20, 2000.

                                         MODEM MEDIA, INC.

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

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                             Title                         Date
---------                                             -----                         ----
/s/ Gerald M. O'Connell                      Chairman of the Board           September 20, 2000
------------------------------------
(Gerald M. O'Connell)                        Chief Executive Officer
                                             Director

/s/ Robert C. Allen, II                      President                       September 20, 2000
------------------------------------
(Robert C. Allen, II)                        Chief Operating Officer
                                             Director

/s/ Keryn Cerbone                            Acting Chief Financial Officer  September 20, 2000
------------------------------------
(Keryn Cerbone)                              (Principal Financial and
                                             Accounting Officer)

/s/ Robert H. Beeby                          Director                        September 20, 2000
------------------------------------
(Robert H. Beeby)

/s/ Terry D. Peigh                           Director                        September 20, 2000
------------------------------------
(Terry D. Peigh)

/s/ Donald L. Seeley                         Director                        September 20, 2000
------------------------------------
(Donald L. Seeley)

/s/ Donald M. Elliman, Jr.                   Director                        September 20, 2000
------------------------------------
(Donald M. Elliman, Jr.)
/s/ Don Peppers                              Director                        September 20, 2000
------------------------------------
(Don Peppers)

/s/ Joseph R. Zimmel                         Director                        September 20, 2000
------------------------------------
(Joseph R. Zimmel)
EXHIBIT INDEX

Exhibit
Number                   Description
------                   -----------

4.1       Amended and Restated Certificate of Incorporation of the Registrant,
          effective June 5, 2000 (included as an exhibit to the quarterly report
          on Form 10-Q for the quarter ended June 30, 2000)

4.2       Amended and Restated Bylaws of the Registrant, effective June 5, 2000
          (included as an exhibit to the quarterly report on Form 10-Q for the
          quarter ended June 30, 2000)

5.1       Opinion of Sloane Levy, Esq., 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 KPMG LLP

23.3      Consent of Sloane Levy, Esq., (included in Exhibit 5.1)

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

99.1      Modem Media 2000 Stock Incentive Plan