WASHINGTON, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported): August 21, 2002
                              (August 19, 2002)

                            Rare Medium Group, Inc.
              (Exact Name of Registrant as Specified in Charter)

                   Delaware                             000-13865                             23-2368845
-----------------------------------------------  -----------------------------   -------------------------------------
(State or Other Jurisdiction of Incorporation)    (Commission File No.)           (IRS Employer Identification No.)

           44 West 18th Street, 6th Floor, New York, New York 10011
         (Address of Principal Executive Offices, including Zip Code)

                                (646) 638-9700
             (Registrant's telephone number, including area code)

ITEM 5.  Other Events.

On August 19, 2002, the Company received a letter from the Nasdaq Listing
Qualifications Panel (the "Panel") in response to our request for continued
inclusion on The Nasdaq National Market. The Panel determined to continue the
listing of the Company's securities on The Nasdaq National Market pursuant to
the following exception:

1.       On or before November 14, 2002, the Company must publicly file the
         Form 10-Q for the quarter ending September 30, 2002 with the
         Securities and Exchange Commission and Nasdaq evidencing
         shareholders' equity of at least $10,000,000; and

2.       On or before November 14, 2002, the Company must also provide Nasdaq
         with an updated description of its ongoing operating activities,
         including, but not limited to, financial information with respect to
         the Mobile Satellite Ventures joint venture and an update with
         respect to the Federal Communications Commission's regulatory review
         of the ATC process (as such process is described in Item 1 of the
         Company's Form 10-K for the fiscal year ending December 31, 2001).

The Panel reserved the right to modify, extend or terminate the terms of this
exception upon a review of the Company's Form 10-Q for the quarter ending
September 30, 2002 (and other publicly filed information) and any other
documentation submitted by the Company to Nasdaq. In order to fully comply
with the terms of this exception, the Company must be able to demonstrate
compliance with all requirements for continued listing on The Nasdaq National
Market. In the event we fail to satisfy any requirements for continued listing
on The Nasdaq National Market, our securities may be transferred to The Nasdaq
SmallCap Market, provided that we demonstrate compliance with all applicable
maintenance criteria and an ability to sustain long-term compliance. In the
event the Company is unable to do so, our securities will be delisted from The
Nasdaq Stock Market.


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.

                                           RARE MEDIUM GROUP, INC.

    DATE:  August 21, 2002                 By:    /s/ Robert C. Lewis
                                           Name:  Robert C. Lewis
                                           Title: Senior Vice President,
                                                  General Counsel and Secretary