UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                 FORM 10-Q


/x/   Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the period ended September 30, 2002, or

/ /   Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

                       Commission file number 0-13865


                          RARE MEDIUM GROUP, INC.
           (Exact name of registrant as specified in its charter)


         Delaware                                        23-2368845
(State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                     Identification Number)


      44 West 18th Street, 6th Floor
           New York, New York                                   10011
  (Address of principal executive offices)                    (Zip Code)


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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter periods that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.

                                 Yes /x/   No / /

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Number of shares outstanding of the issuer's common stock, as of November
8, 2002:

Voting Common Stock, par value $0.01 per share              6,682,615
            Class                                  Number of shares outstanding

Non-Voting Common Stock, par value $0.01 per share          8,990,212
          Class                                    Number of shares outstanding

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<CAPTION>

                                                     INDEX

                                                                                                            Page
Part I.  FINANCIAL INFORMATION

<S>                                                                                                          <C>
Item 1.  Consolidated Financial Statements

     Consolidated Balance Sheets as of December 31, 2001 and September 30, 2002
       (Unaudited)                                                                                           2
     Unaudited Consolidated Statements of Operations - Three and nine months ended
       September 30, 2001 and 2002                                                                           3
     Unaudited Consolidated Statements of Cash Flows - Nine months ended September
       30, 2001 and 2002                                                                                     4
     Notes to Unaudited Consolidated Financial Statements                                                    5

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
         Operations                                                                                          11

Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                          17

Item 4.  Controls and Procedures                                                                             17

Part II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                                                                   18

Item 2.  Changes in Securities                                                                               19

Item 3.  Defaults Upon Senior Securities                                                                     19

Item 4.  Submission of Matters to a Vote of Security Holders                                                 19

Item 5.  Other Information                                                                                   20

Item 6.  Exhibits and Reports on Form 8-K                                                                    20

SIGNATURES                                                                                                   21

CERTIFICATIONS                                                                                               22
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<TABLE>
<CAPTION>

                                                 RARE MEDIUM GROUP, INC.
                                               CONSOLIDATED BALANCE SHEETS
                                            (In thousands except share data)

                                                                                         December 31,        September 30,
                                                                                             2001                2002
                                                                                        ----------------    ----------------
                                                                                                             (Unaudited)
                                        Assets
Current assets:
<S>                                                                                              <C>                <C>
   Cash and cash equivalents                                                                 $    7,061         $    28,569
   Short-term investments                                                                         9,746               3,164
                                                                                        ----------------    ----------------
     Total cash, cash equivalents and short-term investments                                     16,807              31,733
   Investment in XM Satellite Radio                                                              91,800              12,687
   Prepaid expenses and other current assets                                                      1,508                 518
                                                                                        ----------------    ----------------
     Total current assets                                                                       110,115              44,938

Property and equipment, net                                                                         169                  42
Note receivable from the Mobile Satellite Venture, L.P.                                          50,486              55,457
Note receivable from Motient Corporation, net                                                        --                  --
Investments in affiliates                                                                         2,600               2,471
Other assets                                                                                        346                 228
                                                                                        ----------------    ----------------
       Total assets                                                                          $  163,716         $   103,136
                                                                                        ================    ================

                          Liabilities and Stockholders' Equity

Current liabilities:
   Accounts payable                                                                          $    5,299         $     3,438
   Accrued liabilities                                                                            9,428               7,627
   Other current liabilities                                                                     10,030                 156
                                                                                        ----------------    ----------------
     Total current liabilities                                                                   24,757              11,221
Other noncurrent liabilities                                                                         --                  --
                                                                                        ----------------    ----------------
       Total liabilities                                                                         24,757              11,221
                                                                                        ----------------    ----------------
Series A Convertible Preferred Stock, $.01 par value, net of unamortized
  discount of $45,768 and $42,472, respectively                                                  59,558              68,111
                                                                                        ----------------    ----------------
Minority interest                                                                                10,097              11,069
                                                                                        ----------------    ----------------
Stockholders' equity:
   Preferred stock, $.01 par value. Authorized 10,000,000 shares; issued 1,053,259
     shares as Series A Convertible Preferred Stock at December 31, 2001 and
     1,105,830 shares at September 30, 2002                                                          --                  --
   Common stock, $.01 par value. Authorized 200,000,000 shares; issued and
     outstanding 6,532,496 shares at December 31, 2001 and 6,682,615 shares at
     September 30, 2002                                                                              65                  67
   Non-voting common stock, $.01 par value. Authorized 100,000,000 shares; issued
     and outstanding nil shares at December 31, 2001 and 8,990,212 shares at
     September 30, 2002                                                                              --                  90
   Additional paid-in capital                                                                   530,543             547,195
   Accumulated other comprehensive income                                                        60,336                  --
   Accumulated deficit                                                                         (521,469)           (534,446)
   Treasury stock, at cost, 6,622 shares                                                           (171)               (171)
                                                                                        ----------------    ----------------
       Total stockholders' equity                                                                69,304              12,735
                                                                                        ----------------    ----------------
       Total liabilities and stockholders' equity                                            $  163,716         $   103,136
                                                                                        ================    ================


                            See accompanying notes to unaudited consolidated financial statements.
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<TABLE>
<CAPTION>

                                                        RARE MEDIUM GROUP, INC.
                                            UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                    (In thousands except share data)

                                                    Three Months Ended September 30,     Nine Months Ended September 30,
                                                    ---------------------------------    --------------------------------
                                                        2001               2002              2001              2002
                                                    --------------     --------------    -------------    ---------------
<S>                                                             <C>             <C>             <C>             <C>
Revenues                                               $         25    $         --    $      1,887    $         --
Cost of revenues                                                  2              --           1,337              --
                                                       ------------    ------------    ------------    ------------
   Gross profit                                                  23              --             550              --
Expenses:
   Sales and marketing                                           28              --           1,257              --
   General and administrative                                 2,737           1,266          14,236           4,907
   Depreciation and amortization                                398              28           2,981              87
   Restructuring charges                                        125              --           1,071              --
                                                       ------------    ------------    ------------    ------------
     Total expenses                                           3,288           1,294          19,545           4,994
                                                       ------------    ------------    ------------    ------------
Loss from operations                                         (3,265)         (1,294)        (18,995)         (4,994)
Interest income, net                                          3,010           1,418           7,481           4,122
Loss on investments in affiliates                           (18,212)           (171)        (41,844)           (228)
Other expense, net                                          (14,821)        (14,813)           (683)        (14,799)
Minority interest                                                --            (258)             --            (746)
                                                       ------------    ------------    ------------    ------------
Loss before taxes and discontinued operations               (33,288)        (15,118)        (54,041)        (16,645)
Income tax benefit                                               --              --              --             350
                                                       ------------    ------------    ------------    ------------
Loss before discontinued operations                         (33,288)        (15,118)        (54,041)        (16,295)
Discontinued operations:
   Loss from discontinued operations                        (50,677)             --        (117,647)             --
   (Loss) gain from wind-down of discontinued
     operations                                              (3,073)            413          (3,073)         11,871
                                                       ------------    ------------    ------------    ------------
       (Loss) gain from discontinued operations             (53,750)            413        (120,720)         11,871
                                                       ------------    ------------    ------------    ------------
Net loss                                                    (87,038)        (14,705)       (174,761)         (4,424)
   Cumulative dividends and accretion of convertible
     preferred stock to liquidation value                    (3,001)         (2,370)         (8,900)         (8,553)
                                                       ------------    ------------    ------------    ------------
Net loss attributable to common stockholders           $    (90,039)   $    (17,075)   $   (183,661)   $    (12,977)
                                                       ============    ============    ============    ============
Basic and diluted (loss) earnings per share:
  Continuing operations                                $      (5.72)   $      (1.18)   $      (9.92)   $      (2.35)
  Discontinued operations                                     (8.48)           0.03          (19.04)           1.12
                                                       ------------    ------------    ------------    ------------
     Net loss per share                                $     (14.20)   $      (1.15)   $     (28.96)   $      (1.23)
                                                       ============    ============    ============    ============
  Weighted average common shares outstanding              6,341,683      14,800,273       6,341,749      10,587,212
                                                       ============    ============    ============    ============


                                See accompanying notes to unaudited consolidated financial statements.
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<CAPTION>

                                                        RARE MEDIUM GROUP, INC.
                                            UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                             (In thousands)

                                                                                      Nine Months Ended September 30,
                                                                                     --------------------------------
                                                                                         2001              2002
                                                                                     -------------     --------------
Cash flows from operating activities:
<S>                                                                                    <C>                  <C>
   Net loss                                                                            $ (174,761)          $ (4,424)
   Adjustments to reconcile net loss to net cash used in operating activities:
     Loss (gain) from discontinued operations                                             120,720            (11,871)
     Depreciation and amortization                                                          2,981                 87
     Loss on investments in affiliates                                                     41,844                228
     Unrealized loss on derivative instrument                                               1,511                 --
     Loss on XM Satellite Radio common stock                                                   --             14,864
     Non-cash restructuring charges                                                           689                 --
     Non-cash interest, net                                                                (1,511)                --
     Non-cash compensation benefit                                                             --               (228)
     Changes in assets and liabilities, net of sale of businesses:
       Prepaid expenses and other assets                                                   (1,256)            (3,086)
       Deferred revenue                                                                       666                 --
       Accounts payable, accrued and other liabilities                                        728               (167)
                                                                                     -------------     --------------
           Net cash used in continuing operations                                          (8,389)            (4,597)
           Net cash used in discontinued operations                                       (26,996)            (1,546)
                                                                                     -------------     --------------
           Net cash used in operating activities                                          (35,385)            (6,143)
Cash flows from investing activities:
   Cash paid for investments in affiliates                                                 (6,199)              (400)
   Cash received from investment in affiliates                                              3,556                300
   Cash received from sale of XM Satellite Radio common stock                                  --              3,944
   Purchase of notes receivable                                                           (50,000)            (1,118)
   Purchases of property and equipment                                                        (95)                --
   Purchases of short-term investments                                                    (72,860)            (5,176)
   Sales of short-term investments                                                         83,587             11,309
                                                                                     -------------     --------------
           Net cash (used in) provided by continuing operations                           (42,011)             8,859
           Net cash (used in) provided by discontinued operations                          (3,592)               500
                                                                                     -------------     --------------
           Net cash (used in) provided by investing activities                            (45,603)             9,359
Cash flows from financing activities:
   Proceeds from issuance of common stock, net of costs                                        --             18,112
   Contribution from minority interest of consolidated subsidiary                              --                177
   Proceeds from issuance of common stock in connection with the exercise of
     warrants and options                                                                      22                  3
                                                                                     -------------     --------------
           Net cash provided by financing activities                                           22             18,292
                                                                                     -------------     --------------
Net (decrease) increase in cash and cash equivalents                                      (80,966)            21,508
Cash and cash equivalents, beginning of period                                            113,018              7,061
                                                                                     -------------     --------------
Cash and cash equivalents, end of period                                               $   32,052           $ 28,569
                                                                                     =============     ==============


                            See accompanying notes to unaudited consolidated financial statements.

</TABLE>

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                          RARE MEDIUM GROUP, INC.
            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1)  Description of the Business

         Rare Medium Group, Inc. (the "Company") historically has conducted
its business through its subsidiaries. From 1998 through the third quarter
of 2001, its principal business was conducted through Rare Medium, Inc.,
which developed Internet e-commerce strategies, business processes,
marketing communications, branding strategies and interactive content using
Internet-based technologies and solutions. As a result of the weakening of
general economic conditions which caused many companies to reduce spending
on Internet-focused business solutions, a decision to discontinue Rare
Medium, Inc.'s operations, along with those of its LiveMarket, Inc.
subsidiary ("LiveMarket"), was made at the end of the third quarter of 2001
(see Note 4).

         From 1999 through the first quarter of 2001, the Company made
venture investments by taking strategic minority equity positions in other
independently managed companies. Additionally, in the past, the Company has
developed, managed and operated companies in selected Internet-focused
market segments ("Start-up Companies"). During the first quarter of 2001,
the Company reduced its focus on these businesses and substantially ceased
providing funding to its Start-up Companies. Additionally, the Company sold
a majority of its equity interest in the operations of three of its
Start-up Companies: ChangeMusic Network ("ChangeMusic") and ePrize in April
2001 and Regards.com in December 2001.

         In November 2001, through its 80% owned MSV Investors, LLC
subsidiary ("MSV Investors Subsidiary"), the Company became a participant
in the Mobile Satellite Venture, L.P. joint venture ("MSV Joint Venture"),
a joint venture that includes TMI Communications, Inc., Motient Corporation
("Motient"), and certain other investors (collectively, the "Other MSV
Investors"). The MSV Joint Venture is currently a provider of mobile
digital voice and data communications services via satellite in North
America. The Company expects to become an increasingly active participant
in the MSV Joint Venture and has designated three members of the 12-member
board of directors of the MSV Joint Venture's corporate general partner. In
addition, in May 2002, the Company became affiliated with Miraxis, LLC
("Miraxis"), a development stage company having access to a series of
licenses with which it intends to provide satellite based multi-channel,
broadband data and video services in North America (see Note 7).

         In addition to winding down Rare Medium, Inc., the Company's
current operations consist of actively managing its interest in the MSV
Joint Venture, significantly influencing the operations of Miraxis and
seeking other complementary operational opportunities. As of November 8,
2002, the Company's principal assets consist of its interest in the MSV
Joint Venture, a promissory note from Motient (see Note 3), its interest in
Miraxis, its remaining investments in its venture portfolio companies and
cash, cash equivalents and short-term investments.

         As a result of the decision to discontinue the operations of Rare
Medium, Inc. and LiveMarket, the operating results reported in our
statements of operations as continuing operations include the consolidated
results of the Company, its MSV Investors Subsidiary, and its Start-up
Companies through their respective dates of sale or shutdown. The results
of Rare Medium, Inc. and LiveMarket are reflected as discontinued
operations.

         The Company is headquartered in New York, New York.

(2)  Basis of Presentation

         The accompanying unaudited consolidated financial statements have
been prepared by the Company in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments, consisting only of those of a
normal recurring nature, necessary for a fair presentation of the Company's
financial position, results of operations and cash flows at the dates and
for the periods indicated. While the Company believes that disclosures
presented are adequate to make the information not misleading, these
unaudited consolidated financial statements should be read in conjunction
with the audited financial statements and related notes for the year ended
December 31, 2001 which are contained in the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission. The results of
the three months and nine months ended September 30, 2002 are not
necessarily indicative of the results to be expected for the full year.
Certain prior year amounts in the consolidated financial statements have
been reclassified to conform to the current year's presentation. In
addition, all share data, including per share amounts, have been restated
to give effect to the ten for one reverse stock split completed on July 18,
2002.

<PAGE>

                          RARE MEDIUM GROUP, INC.
            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(3)  Notes Receivable from Motient

         On April 2, 2001, the Company agreed to purchase from Motient
12.5% secured promissory notes, issuable in two tranches, each in the
principal amount of $25.0 million. The notes were collateralized by five
million shares of XM Satellite Radio common stock owned by Motient. The
first tranche was purchased on April 4, 2001, and the second tranche was
purchased on July 16, 2001. The principal of and accrued interest on the
notes were payable on October 1, 2001 in either cash, shares of XM
Satellite Radio, or any combination thereof at Motient's option, as set
forth in the agreement. At the option of the Company, the notes were
exchangeable for a number of XM Satellite Radio shares based on a formula,
as set forth in the agreement.

         On October 1, 2001, and again on October 8, 2001, the Company extended
the maturity date of the notes. On October 12, 2001, in accordance with the
terms of the notes, the Company received five million shares of XM Satellite
Radio as payment for $26.2 million of the notes and accrued interest. The
maturity date for the remaining balance of the Motient Notes in the principal
amount of approximately $26.2 million, and interest thereon, was extended for 60
days. On January 10, 2002, Motient and its subsidiaries filed for protection
under Chapter 11 of the United States Bankruptcy Code. As part of its filing,
Motient indicated that it would likely challenge the Company's right to the
$26.2 million outstanding principal balance and accrued interest thereon, as
well as the delivery of the shares of XM Satellite Radio common stock as partial
repayment of the aggregate $50.0 million principal amount of the notes.
As a result of uncertainty with respect to the ultimate collection on the
notes, a reserve was recognized for the entire amount.

         On May 1, 2002, to mitigate the risk, uncertainties and expenses
associated with Motient's plan of reorganization, the Company cancelled the
outstanding amounts due under the notes and accepted a new note in the
principal amount of $19.0 million that was issued by a new wholly-owned
subsidiary of Motient that owns 100% of Motient's interests in the MSV
Joint Venture. The new note is due in three years and bears interest at a
rate of 9% per annum. As a result of the uncertainty with respect to the
ultimate collection on the new note, a reserve continues to be maintained
for the entire amount of the note.

(4)  Discontinued Operations

         At the end of the third quarter of 2001, a decision to discontinue
the operations of Rare Medium, Inc. and the LiveMarket subsidiary was made
in light of their performance and prospects. The wind-down of these
businesses is expected to be substantially completed during 2002. As of
September 30, 2002, the remaining assets of Rare Medium, Inc. and
LiveMarket totaled approximately $0.7 million, consisting of cash
(including cash collateralizing a letter of credit) and other assets. The
liabilities of these subsidiaries totaled approximately $5.3 million,
consisting of accounts payable, accrued expenses and other current
liabilities. For the three and nine months ended September 30, 2002, the
Company recognized a gain of $0.4 million and $11.9 million, respectively,
as a result of the settlement of Rare Medium, Inc. liabilities at amounts
less than their recorded amounts.

(5)  Stockholders' Equity

     Common Stock Transactions

         In connection with the settlement of a purported class action
lawsuit (as described in Note 8), the Company distributed to each holder of
record of its common stock, warrants and preferred stock, as of the close
of business on May 16, 2002, one non-transferable right to purchase one
additional share of its common stock, for each share held, at a purchase
price of $2.01 per share. On July 11, 2002, the rights offering was
approved by the Company's stockholders and was concluded on July 16, 2002,
with 9,138,105 shares of common stock purchased for gross proceeds of $18.4
million. Included in the rights offering is the advance purchase by the
Company's preferred stockholders of 3,876,584 shares of non-voting common
stock in April 2002 for total gross proceeds of $7.8 million as described
in Note 8 and an additional 5,113,628 shares of non-voting common stock
purchased by the Company's preferred stockholders pursuant to their over
subscription privilege.

<PAGE>

(6)  Investment in XM Satellite Radio

         The Company classifies its investment in XM Satellite Radio common
stock as an available-for-sale, marketable security and reports such investment
at fair value with net unrealized gains and losses recorded in stockholders'
equity. Gains and losses are recognized in the accompanying consolidated
statements of operations when realized or when a decline in value is considered
to be other than temporary. During the three months ended September 30, 2002,
the Company sold an aggregate of 970,000 shares of XM Satellite Radio common
stock at an average price of $4.10 per share, resulting in net proceeds of $3.9
million. These sales resulted in a loss of approximately $2.2 million which is
included in "Other Expense, Net" on the accompanying consolidated statements of
operations. Subsequent to September 30, 2002, the Company sold its remaining
4,030,000 shares of the stock at an average price of $3.18 per share, resulting
in net proceeds of $12.7 million (see Note 9). The Company recognized an
additional loss of approximately $12.7 million for the other than temporary
impairment in the value of these shares sold subsequent to September 30, 2002.
At September 30, 2002, the reported value of the shares in the accompanying
consolidated balance sheet was approximately $12.7 million, representing the net
value received from the sale of the stock after September 30, 2002.

(7)  Business Transaction

         On May 28, 2002, the Company acquired Series B Preferred Shares
and a warrant from Miraxis for approximately $0.4 million, representing an
ownership on a fully diluted basis of approximately 30%. Miraxis is a
development stage, privately held telecommunications company having
access to a series of licenses with which it intends to provide satellite
based multi-channel, broadband data and video services in North America.
Additionally, the Company entered into a management support agreement with
Miraxis whereby the Company's President and Chief Operating Officer will
provide certain services to Miraxis through February 2003 in exchange for
additional Series B Preferred Shares and warrants. This investment is
included in "Investments in Affiliates" on the accompanying consolidated
balance sheets and is being accounted for under the equity method with the
Company's share of Miraxis' loss being recorded in "Loss on Investments in
Affiliates" on the accompanying consolidated statements of operations.

(8)  Contingencies

     Motient Notes

         On May 1, 2002, to mitigate the risk, uncertainties and expenses
associated with Motient's plan of reorganization, the Company cancelled the
outstanding amounts due under the Motient promissory notes and accepted a
new note in the principal amount of $19.0 million that was issued by a new
wholly-owned subsidiary of Motient that owns 100% of Motient's interests in
the MSV Joint Venture. As a result of uncertainty with respect to the
ultimate collection on the new note, the Company continues to maintain its
reserve for the entire amount of the note. If the Company recovers any
amount on the new note, adjustments to the reserve would be reflected as
other income in the accompanying consolidated statements of operations.

     Settlement of Purported Class Action Lawsuit

         A number of purported class action lawsuits were filed by the
holders of the Company's common stock in the Court of Chancery of the State
of Delaware challenging the plan of merger with Motient Corporation that
was ultimately terminated on October 1, 2001. All of the complaints name
the Company and members of the Company's board of directors as defendants.
Most of the complaints name the holders of the Company's preferred stock,
and certain of their affiliates, as defendants, and some of the complaints
name Motient as a defendant. On June 22, 2001, the Delaware court entered
an order to consolidate all of the Delaware lawsuits for all purposes into
a single purported class action, In re Rare Medium Group, Inc. Shareholders
Litigation, C.A. No. 18879-NC. On August 7, 2001, a Consolidated Amended
Class Action Complaint was filed in Delaware Chancery Court. The Delaware
Chancery Court has not yet certified the consolidated lawsuit as a class
action. The lawsuit alleges that the defendants breached duties allegedly
owed to the holders of the Company's common stock in connection with the
merger agreement and sought to stop the merger and/or obtain monetary
damages.
<PAGE>

         On April 2, 2002, the Company and its preferred stockholders
entered into a Stipulation of Settlement (the "Settlement") with the
plaintiffs relating to the purported class action lawsuit, which is subject
to a court hearing on December 2, 2002. In connection with the Settlement,
the Company agreed to effect a one for ten reverse stock split, to commence
a rights offering and to take certain other corporate actions. Also in
connection with the Settlement, the Company entered into an investment
agreement with its preferred stockholders who agreed to purchase in advance
of the rights offering 3,876,584 of shares of the Company's non-voting
common stock. This purchase equaled the number of shares of voting common
stock that they would otherwise have been entitled to purchase in the
rights offering, after giving effect to the cancellation of 20% of the
outstanding warrants in connection with the Settlement. An affiliate of the
preferred stockholders also commenced a cash tender offer for up to
1,500,291 shares of the Company's common stock on April 9, 2002.

         Reverse Split of our Common Stock. As part of the Settlement, the
Company agreed to effect a one for ten reverse stock split in order to
assist the Company in meeting the Nasdaq National Market's minimum closing
bid price requirement of $1.00 per share. The one for ten reverse stock
split was approved by the Company's stockholders on July 11, 2002 and
became effective on July 18, 2002.

         Rights Offering. In the rights offering, the Company distributed
to each holder of record of common stock, warrants and preferred stock, as
of the close of business on May 16, 2002, one non-transferable right to
purchase one additional share of the Company's common stock, for each share
held, at a purchase price of $2.01 per share. The rights offering was
concluded on July 16, 2002, with 9,138,105 shares of common stock purchased
for total gross proceeds of $18.4 million. Included in the rights offering
is the advance purchase by the Company's preferred stockholders of
3,876,584 shares of non-voting common stock in April 2002 as described
below and an additional 5,113,628 shares of non-voting common stock
purchased by the Company's preferred stockholders pursuant to their over
subscription privilege.

         Advance Purchase by the Preferred Stockholders. Under an
investment agreement made in connection with the Settlement, the Company's
preferred stockholders purchased 3,876,584 shares of the Company's
non-voting common stock. This purchase equaled the number of shares of
voting common stock that the preferred stockholders would otherwise have
been entitled to purchase in the rights offering, after giving effect to
the cancellation of 20% of the outstanding warrants in connection with the
Settlement. In connection with the advance purchase, the preferred
stockholders paid $2.01 per share for an aggregate gross purchase price of
approximately $7.8 million.

         Stipulation of Settlement. The Company and its preferred
stockholders have also agreed, among other things:

         o     that, in connection with the rights offering, the preferred
               stockholders will waive anti-dilution rights in their
               preferred stock and warrants with respect to the non-voting
               common stock acquired by the preferred stockholders in the
               advance purchase or their over-subscription privilege in the
               rights offering;

         o     subject to the final court approval of the Settlement, that
               20% of the warrants held by the preferred stockholders to
               acquire shares of common stock will be cancelled; and

         o     subject to the final court approval of the Settlement, that
               the preferred stockholders will elect to receive dividends
               on their shares of preferred stock in the form of additional
               shares of preferred stock, in lieu of cash dividends, for
               any dividend payment date occurring after June 30, 2002 and
               on or prior to June 30, 2004.

         Tender Offer. As part of the Settlement, on April 9, 2002, an
affiliate of the preferred stockholders commenced a cash tender offer at a
price of $2.80 per share for up to 1,500,291 shares, or approximately 23%
of the Company's outstanding common stock. In accordance with the
Settlement, the $2.80 per share tender offer price equaled 105% of the
average closing prices of the common stock for the five trading days prior
to April 9, 2002. The tender offer expired on May 10, 2002. The preferred
stockholders agreed that so long as any tendered shares are held by them or
any of their affiliates, the preferred stockholders and their affiliates
will cause all such shares held by them, which would otherwise entitle the
preferred stockholders and their affiliates, collectively, to cast more
than 29.9% of voting power of our outstanding capital stock, to be voted
pro-rata with all other votes cast by holders of common stock. The tender
offer was intended to provide additional liquidity for the Company's common
stockholders and, thereby, provide near term support for the market price
of the Company's common stock in light of the one for ten reverse stock
split.
<PAGE>


         Payment of Attorneys Fees and Expenses. As part of the Settlement,
the Company agreed to issue 357,142 shares of the Company's common stock
(worth $1.0 million based on the tender offer price of $2.80 per share) to
the plaintiff's counsel as attorney's fees and to pay them $0.1 million for
expenses. A reserve for the full amount of these fees and expenses is
included in accrued liabilities.

     Litigation

         On May 16, 2001, plaintiffs Jay M. Wolff, David Bliss, Tim Barber
and Steve O'Brien filed suit against Rare Medium, Inc., Rare Medium Group,
Inc., and Rare Medium Texas I, Inc. in the United States District Court for
the Southern District of New York, Wolff, et al. v. Rare Medium, Inc., et
al., CV No 01-4279. The plaintiffs asserted claims for breach of contract,
tortious interference with contractual relations, tortious interference
with prospective advantage, and breach of implied obligation of good faith,
arising out of the plaintiffs' alleged attempt to engage in transactions
involving some or all of the approximately 1,200,000 shares of the
Company's common stock (prior to the reverse stock split) that the
plaintiffs obtained in the Company's acquisition of Big Hand, Inc. The
plaintiffs sought unspecified compensatory and punitive damages, interest,
attorneys' fees and costs. On October 31, 2001, the Court dismissed the
case without prejudice.

         The plaintiffs filed an amended complaint on December 7, 2001
based on substantially the same alleged facts. The amended complaint
asserts the following causes of action: (1) breach of contract; (2)
tortious interference with contract; and, (3) tortious interference with
prospective business advantage. The amended complaint also sought an
unspecified amount of actual damages, punitive damages, interest, and
costs. On June 27, 2002, the Court dismissed the case with prejudice. On
July 16, 2002, the plaintiffs filed a notice of appeal. On October 31,
2002, the plaintiffs filed their brief in support of their appeal. The
Company intends to dispute this appeal vigorously.

         On November 19, 2001, five of the Company's shareholders filed a
complaint against the Company, certain of its subsidiaries and certain of
their current and former officers and directors in the United States
District Court for the Southern District of New York, Dovitz v. Rare Medium
Group, Inc. et al., No. 01 Civ. 10196. Plaintiffs became owners of
restricted Company stock when they sold the company that they owned to the
Company. Plaintiffs assert the following four claims against defendants:
(1) common-law fraud; (2) violation of Section 10(b) of the Securities
Exchange Act of 1934 and Rule 10b-5 promulgated thereunder; (3) violation
of the Michigan Securities Act; and (4) breach of fiduciary duty. These
claims arise out of alleged representations by defendants to induce
plaintiffs to enter into the transaction. The complaint seeks compensatory
damages of approximately $5.6 million, exemplary and/or punitive damages in
the same amount, as well as attorney fees. On January 25, 2002, the Company
filed a motion to dismiss the complaint in its entirety. On June 3, 2002,
the Court dismissed the matter without prejudice. On or about July 17,
2002, the plaintiffs filed an amended complaint asserting similar causes of
action to those asserted in the original complaint. On September 12, 2002,
the Company filed a motion to dismiss on behalf of itself and its current
and former officers and directors. On November 5, 2002, the plaintiffs
filed a brief in opposition to the motion to dismiss. The Company intends
to continue to dispute this matter vigorously.

         The Company and certain of its subsidiaries (along with the
Engelhard Corporation) are parties to an arbitration relating to certain
agreements that existed between or among the claimant and ICC Technologies,
Inc., the Company's former name, and the Engelhard/ICC ("E/ICC") joint
venture arising from the desiccant air conditioning business that the
Company and its subsidiaries sold in 1998. The claimant has sought $8.5
million for (1) its alleged out of pocket losses in investing in the
E/ICC's technology; (2) unjust enrichment resulting from the reorganization
of E/ICC in 1998; and (3) lost profits arising from the fact that it was
allegedly forced to leave the air conditioning business when the E/ICC
joint venture was dissolved. The Company intends to vigorously dispute this
action.

         On July 26, 2002, plaintiffs James D. Loeffelbein, Terrie L. Pham
and certain related parties filed suit against the lead plaintiff's counsel
in the purported class action lawsuit, the Company, certain of its current
and former officers, its former investor relations firm and a former
employee of plaintiff Loeffelbein in the District Court of Johnson County,
Kansas, Loeffelbein v. Milberg Weiss Bershad Hynes & Lerach, LLP, et al.,
02 CV 04867. The plaintiffs assert claims for fraud, negligence and breach
of fiduciary duty against all of the Company and certain of its current and
former officers in connection with allegedly false statements purportedly
made to the plaintiffs. The plaintiffs have sought unspecified damages from
the defendants. On September 11, 2002, the matter was removed to the United
States District Court for the District of Kansas. On October 11, 2002, the
plaintiffs sought to have the matter remanded to state court. The Company
intends to oppose this motion and to dispute this matter vigorously.

<PAGE>

         Though it intends to continue to vigorously contest each of the
aforementioned cases, the Company is unable to predict their respective
outcomes, or reasonably estimate a range of possible losses, if any, given
the current status of these cases. Additionally, from time to time, the
Company is subject to litigation in the normal course of business. The
Company is of the opinion that, based on information presently available,
the resolution of any such additional legal matters will not have a
material adverse effect on the Company's financial position or results of
its operations.

(9)  Subsequent Events

     Listing under the Nasdaq National Market

         By letter dated May 16, 2002, Nasdaq notified the Company that the
closing bid price of our common stock had not exceeded the $1.00 minimum,
and accordingly, its common stock would be delisted from the Nasdaq
National Market for failure to satisfy the minimum bid price requirement.
On May 17, 2002, the Company requested a hearing before the Nasdaq Listing
Qualification Panel (the "Panel"). On June 20, 2002, the hearing was held
in which the Company presented its case for maintaining the listing of its
common stock on the Nasdaq National Market. At the hearing and in
communication prior to the hearing, the Company explained to Nasdaq that in
order to regain compliance with the requirements for continued listing on
the Nasdaq National Market, its board of directors had approved a one for
ten reverse stock split, subject to stockholder approval. On July 11, 2002,
the Company's stockholders approved the reverse stock split which became
effective on July 18, 2002.

         On August 19, 2002, the Panel notified the Company that it had
determined to permit the Company to maintain its listing on the Nasdaq
National Market, subject to the Company providing certain information,
including this Form 10-Q, on or before November 14, 2002. On October 3,
2002, the Nasdaq Listing and Hearing Council (the "Council") called for the
review of the Panel's determination to permit the Company to remain listed
on the Nasdaq National Market, expressing concern that the Company's
current business operations may not be adequate to avoid raising public
policy concerns with respect to its continued listing. The Company intends
to present its case to the Council in the form of a written submission on
or before November 12, 2002. In addition, on November 14, 2002, in
accordance with the Panel's determination, the Company will update the
Panel on the Company's compliance with all Nasdaq requirements, including
stockholders' equity of at least $10.0 million and the Company's activities
with respect to the MSV Joint Venture, the status of the FCC's review of
the request allowing for an ancillary terrestrial component and Miraxis.
Should the Council or the Panel determine that for public policy reasons
the Company should no longer be listed on Nasdaq, the Company expects that
it would seek listing of its common stock on the OTC Bulletin Board.
However, there can be no assurance that such transfer would be granted and
the Company could be forced to trade in the "pink sheets." Trading on
either the OTC Bulletin or in the "pink sheets" would likely result in a
reduction in the liquidity and the trading volume of the Company's common
stock. This lack of liquidity would also make it difficult for the Company
to raise additional capital, if necessary. In addition, the delisting of
its common stock from the Nasdaq National Market would result in an event
of non-compliance under the provisions of the Company's preferred stock. If
the Company is unable to obtain a waiver of this event of non-compliance,
the preferred stockholders would be entitled to elect a majority of the
members of the board of directors which would provide them with the ability
to control the Company's management and policies.

     Sale of XM Satellite Radio Common Stock

         Subsequent to September 30, 2002, the Company sold its remaining
4,030,000 shares of the stock at an average price of $3.18 per share,
resulting in net proceeds of $12.7 million. The Company recognized a loss
during the three months ended September 30, 2002 of approximately $12.7
million relating to the other than temporary impairment in the value of
these shares.

<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations

         This report contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 that involve risks and uncertainties,
including statements regarding our capital needs, business strategy,
expectations and intentions. We urge you to consider that statements that
use the terms "believe," "do not believe," "anticipate," "expect," "plan,"
"estimate," "intend" and similar expressions are intended to identify
forward-looking statements. These statements reflect our current views with
respect to future events and because our business is subject to numerous
risks, uncertainties and risk factors, our actual results could differ
materially from those anticipated in the forward-looking statements,
including those set forth below under this "Item 2. Management's Discussion
and Analysis of Financial Condition and Results of Operations" and
elsewhere in this report. Actual results will most likely differ from those
reflected in these statements, and the differences could be substantial. We
disclaim any obligation to publicly update these statements, or disclose
any difference between our actual results and those reflected in these
statements. The information constitutes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.

Overview

         From 1998 through the third quarter of 2001, our principal
business was conducted through our subsidiary Rare Medium, Inc., which
developed Internet e-commerce strategies, business processes, marketing
communications, branding strategies and interactive content using
Internet-based technologies and solutions. As a result of the weakening of
general economic conditions which caused many companies to reduce spending
on Internet-focused business solutions, a decision to discontinue Rare
Medium, Inc.'s operations, along with those of its LiveMarket, Inc.
subsidiary, was made at the end of the third quarter of 2001.

         From 1999 through the first quarter of 2001, we made venture
investments by taking strategic minority equity positions in other
independently managed companies. Additionally, in the past, we have
developed, managed and operated our Start-up Companies. During the first
quarter of 2001, we reduced our focus on these businesses and substantially
ceased providing funding to our Start-up Companies. Additionally, we sold a
majority of our equity interest in the operations of three of our Start-up
Companies: ChangeMusic and ePrize in April 2001 and Regards.com in December
2001.

         In November 2001, through our MSV Investors Subsidiary, we became
a participant in the MSV Joint Venture, a joint venture which includes TMI
Communications, Inc., Motient and the Other MSV Investors. The MSV Joint
Venture is currently a provider of mobile digital voice and data
communications services via satellite in North America. We expect to become
an increasingly active participant in the MSV Joint Venture and have
designated three members of the 12-member board of directors of the MSV
Joint Venture's corporate general partner. In addition, in May 2002, we
became affiliated with Miraxis, a development stage company having access
to a series of licenses with which it intends to provide satellite based
multi-channel, broadband data and video services in North America.

         In addition to winding down Rare Medium, Inc., our current
operations consist of actively managing our interest in the MSV Joint
Venture, significantly influencing the operations of Miraxis and seeking
other complementary operational opportunities. Our principal assets consist
of our interest in the MSV Joint Venture, a promissory note from Motient
Corporation, our interest in Miraxis, our remaining investments in our
venture portfolio companies and cash, cash equivalents and short-term
investments. As a result of uncertainty with respect to the ultimate
collection on the Motient notes, we recognized a reserve for the entire
amount of these notes. See "Liquidity and Capital Resources" under this
Item 2.

         As a result of the decision to discontinue the operations of Rare
Medium, Inc. and LiveMarket, the operating results reported in our
statements of operations as continuing operations include the consolidated
results of Rare Medium Group, Inc., our MSV Investors Subsidiary, and our
Start-up Companies, through their respective dates of sale or shutdown. The
results of Rare Medium, Inc. and LiveMarket are reflected as discontinued
operations.

Results of Operations for the Three Months Ended September 30, 2002 Compared
to the Three Months Ended September 30, 2001

     Revenues

         Revenues for the three months ended September 30, 2002 decreased
to nil from approximately $25,000 for the three months ended September 30,
2001, a decrease of approximately $25,000. The decrease is the result of
the sale of our majority interest in the operations of three Start-up
Companies in 2001.
<PAGE>

     Cost of Revenues

         Cost of revenues includes salaries, payroll taxes and related
benefits and other direct costs associated with the generation of revenues.
Cost of revenues for the three months ended September 30, 2002 decreased to
nil from approximately $2,000 for the three months ended September 30,
2001, a decrease of approximately $2,000. The decrease is the result of the
sale of our majority interest in the operations of three Start-up Companies
in 2001.

     Sales and Marketing Expense

         Sales and marketing expense primarily includes the costs
associated with the respective sales force of each Start-up Company,
marketing and advertising. Sales and marketing expense for the three months
ended September 30, 2002 decreased to nil from approximately $28,000 for
the three months ended September 30, 2001, a decrease of approximately
$28,000. The decrease is primarily the result of the sale of our majority
interest in the operations of three Start-up Companies in 2001.

     General and Administrative Expense

         General and administrative expense includes facilities costs,
finance, legal and other corporate costs, as well as the salaries and
related employee benefits for those employees that support such functions.
General and administrative expense for the three months ended September 30,
2002 decreased to $1.3 million from $2.7 million for the three months ended
September 30, 2001, a decrease of $1.4 million. This decrease was primarily
related to the reduced infrastructure needed to manage our continuing
operations and the sale of our majority interest in the operations of three
Start-up Companies in 2001. We currently expect our general and
administrative expense, as it relates to our existing operations, to remain
at this level in future periods.

     Depreciation and Amortization Expense

         Depreciation and amortization expense substantially consists of
the depreciation of property and equipment and amortization of intangible
assets as a result of the acquisitions of our Start-up Companies.
Depreciation and amortization expense for the three months ended September
30, 2002 decreased to approximately $27,000 from $0.4 million for the three
months ended September 30, 2001, a decrease of approximately $0.4 million.
This decrease is primarily the result of the sale or shutdown of the
operations of our Start-up Companies in 2001 and the disposal of property
and equipment associated with our restructuring activities. As we have
reduced our capital expenditures and have written off all remaining
goodwill, we currently expect depreciation expense, as it relates to our
existing operations, to remain at this level in future periods.

     Restructuring Charges

         For the three months ended September 30, 2002, we did not record
any restructuring charges. For the three months ended September 30, 2001,
we recorded restructuring charges of approximately $0.1 primarily relating
to the disposition of property and equipment. These restructuring charges
were the result of the reduction of our infrastructure needed to manage our
continuing operations.

     Interest Income, Net

         Interest income, net for the three months ended September 30, 2002
is mainly comprised of the interest earned on our cash, cash equivalents,
and short-term investments and on our convertible notes receivable from the
MSV Joint Venture.

     Loss on Investment in Affiliates

         For the three months ended September 30, 2002, we recorded a loss
on investments in affiliates of approximately $0.2 million, consisting of
our proportionate share of affiliates' operating losses and amortization of
our net excess investment over our equity in an affiliate's net assets
accounted for under the equity method. For the three months ended September
30, 2001, we recorded a loss on investments in affiliates of $18.2 million,
consisting primarily of $16.2 million for the impairment to the carrying
value of certain affiliates accounted for under the cost method, $0.1
million for the realized loss on the sale of publicly traded securities,
$0.5 million for our proportionate share of affiliates' operating losses
and amortization of our net excess investment over our equity in each
affiliate's net assets for those affiliates accounted for under the equity
method and $1.4 million related to our Start-Up Companies. We will continue
to monitor the carrying value our remaining investments in affiliates for
further impairment.
<PAGE>

     Minority Interest

         We received $10.2 million from unaffiliated persons as an
investment into our MSV Investors Subsidiary. Minority interest relates to
the equity in earnings, primarily the interest income earned on the
convertible notes from the MSV Joint Venture, which is attributable to
those unaffiliated investors.

     Other Expense, Net

         For the three months ended September 30, 2002, we recorded other
expense, net of approximately $14.8 million, consisting primarily of $2.2
million for the realized loss on the sale of XM Satellite Radio common
stock and $12.7 million for the other than temporary impairment in the
value of the XM Satellite Radio common stock sold subsequent to September
30, 2002. For the three months ended September 30, 2001, we recorded other
expense, net of approximately $14.8 million, consisting primarily of $15.3
million for the unrealized loss relating to the exchange feature allowing
us to convert the Motient promissory notes to shares of XM Satellite Radio
common stock then held by Motient. The decrease in the value of the
exchange feature was due to the decrease in the value of XM Satellite Radio
common stock from June 30, 2001 to September 30, 2001.

      (Loss) Gain from Discontinued Operations

         At the end of the third quarter of 2001, a decision to discontinue
the operations of Rare Medium, Inc. and its LiveMarket subsidiary was made
in light of their performance and prospects. The wind-down of these
businesses is expected to be completed during 2002. For the three months
ended September 30, 2002, we recognized a gain of $0.4 million as a result
of the settlement of Rare Medium, Inc. liabilities at amounts less than
their recorded amounts. For the three months ended September 30, 2001, we
recognized a loss from operations of $50.7 million relating to these
businesses and $3.1 million relating to the wind down of these businesses.

     Net Loss

         For the three months ended September 30, 2002, we recorded a net
loss of $14.7 million. The net loss was primarily due to the factors
described in "General and Administrative Expense," "Depreciation and
Amortization Expense," "Interest Income, Net," "Minority Interest," "Other
Expense, Net" and "(Loss) Gain from Discontinued Operations."

         Included in net loss attributable to common shareholders of $17.1
million was $2.4 million of non-cash deemed dividends and accretion related
to the issuance of our convertible preferred stock. Dividends were accrued
related to the pay-in-kind dividends payable quarterly on convertible
preferred stock and to the accretion of the carrying amount of the
convertible preferred stock up to its $100 per share face redemption amount
over 13 years.

Results of Operations for the Nine Months Ended September 30, 2002 Compared
to the Nine Months Ended September 30, 2001

     Revenues

         Revenues for the nine months ended September 30, 2002 decreased to
nil from approximately $1.9 million for the nine months ended September 30,
2001, a decrease of approximately $1.9 million. The decrease is the result
of the sale of our majority interest in the operations of three Start-up
Companies in 2001.

     Cost of Revenues

         Cost of revenues includes salaries, payroll taxes and related
benefits and other direct costs associated with the generation of revenues.
Cost of revenues for the nine months ended September 30, 2002 decreased to
nil from approximately $1.3 million for the nine months ended September 30,
2001, a decrease of approximately $1.3 million. The decrease is the result
of the sale of our majority interest in the operations of three Start-up
Companies in 2001.

<PAGE>

     Sales and Marketing Expense

         Sales and marketing expense primarily includes the costs
associated with the respective sales force of each Start-up Company,
marketing and advertising. Sales and marketing expense for the nine months
ended September 30, 2002 decreased to nil from approximately $1.3 million
for the nine months ended September 30, 2001, a decrease of approximately
$1.3 million. The decrease is primarily the result of the sale of our
majority interest in the operations of three Start-up Companies in 2001.

     General and Administrative Expense

         General and administrative expense includes facilities costs,
finance, legal and other corporate costs, as well as the salaries and
related employee benefits for those employees that support such functions.
General and administrative expense for the nine months ended September 30,
2002 decreased to $4.9 million from $14.2 million for the nine months ended
September 30, 2001, a decrease of $9.3 million. This decrease was primarily
related to the reduced infrastructure needed to manage our continuing
operations and the sale of our majority interest in the operations of three
Start-up Companies in 2001, partially offset by the legal and advisory
costs associated with our negotiations and settlement with the plaintiffs
in the purported class action lawsuit. We currently expect our general and
administrative expense, as it relates to our existing operations, to remain
at this level in future periods.

     Depreciation and Amortization Expense

         Depreciation and amortization expense substantially consists of
the depreciation of property and equipment and amortization of intangible
assets as a result of the acquisitions of our Start-up Companies.
Depreciation and amortization expense for the nine months ended September
30, 2002 decreased to approximately $0.1 million from $3.0 million for the
nine months ended September 30, 2001, a decrease of approximately $2.9
million. This decrease is primarily the result of the sale or shutdown of
the operations of our Start-up Companies in 2001 and the disposal of
property and equipment associated with our restructuring activities. As we
have reduced our capital expenditures and have written off all remaining
goodwill, we currently expect depreciation expense, as it relates to our
existing operations, to remain at this level in future periods.

     Restructuring Charges

         For the nine months ended September 30, 2002, we did not record
any restructuring charges. For the nine months ended September 30, 2001, we
recorded restructuring charges of approximately $1.1 million primarily
relating to the disposition of property and equipment. These restructuring
charges were the result of the reduction of our infrastructure needed to
manage our continuing operations.

     Interest Income, Net

         Interest income, net for the nine months ended September 30, 2002
is mainly comprised of the interest earned on our cash, cash equivalents,
and short-term investments and on our convertible notes receivable from the
MSV Joint Venture.

     Loss on Investment in Affiliates

         For the nine months ended September 30, 2002, we recorded a loss
on investments in affiliates of approximately $0.2 million, consisting of
our proportionate share of affiliates' operating losses and amortization of
our net excess investment over our equity in an affiliate's net assets
accounted for under the equity method. For the nine months ended September
30, 2001, we recorded a loss on investments in affiliates of $41.8 million,
$31.8 million for the impairment to the carrying value of certain
affiliates accounted for under the cost method, $3.2 million for the
realized loss on the sale of publicly traded securities, $2.7 million for
our proportionate share of affiliates' operating losses and amortization of
our net excess investment over its equity in each affiliate's net assets
for those affiliates accounted for under the equity method, and $4.1
million related to our Start-Up Companies. We will continue to monitor the
carrying value our remaining investments in affiliates for further
impairment.

<PAGE>

     Other Expense, Net

         For the nine months ended September 30, 2002, we recorded other
expense, net of approximately $14.8 million, consisting primarily of $2.2
million for the realized loss on the sale of XM Satellite Radio common
stock and $12.7 million for the other than temporary impairment in the
value of the XM Satellite Radio common stock sold subsequent to September
30, 2002. For the nine months ended September 30, 2001, we recorded other
expense, net of approximately $0.7 million, consisting primarily of $1.5
million for the unrealized loss relating to the exchange feature allowing
us to convert the Motient promissory notes to shares of XM Satellite Radio
common stock then held by Motient. The decrease in the value of the
exchange feature was due to the decrease in the value of XM Satellite Radio
common stock from the time we purchased the Motient promissory notes to
September 30, 2001.

     Minority Interest

         We received $10.2 million from unaffiliated persons as an
investment into our MSV Investors Subsidiary. Minority interest relates to
the equity in earnings, primarily the interest income earned on the
convertible notes from the MSV Joint Venture, which is attributable to
those unaffiliated investors.

     (Loss) Gain from Discontinued Operations

         At the end of the third quarter of 2001, a decision to discontinue
the operations of Rare Medium, Inc. and its LiveMarket subsidiary was made
in light of their performance and prospects. The wind-down of these
businesses is expected to be completed during 2002. For the nine months
ended September 30, 2002, we recognized a gain of $11.9 million as a result
of the settlement of Rare Medium, Inc. liabilities at amounts less than
their recorded amounts. For the nine months ended September 30, 2001, we
recognized a loss from operations of $117.6 million relating to these
businesses and $3.1 million relating to the wind down of these businesses.

     Net Income

         For the nine months ended September 30, 2002, we recorded a net
loss of $4.4 million. The net income was primarily due to the factors
described in "General and Administrative Expense," "Depreciation and
Amortization Expense," "Interest Income, Net," "Minority Interest," "Other
Expense, Net" and "(Loss) Gain from Discontinued Operations."

         Included in net loss attributable to common shareholders of $13.0
million was $8.6 million of non-cash deemed dividends and accretion related
to the issuance of our convertible preferred stock. Dividends were accrued
related to the pay-in-kind dividends payable quarterly on convertible
preferred stock and to the accretion of the carrying amount of the
convertible preferred stock up to its $100 per share face redemption amount
over 13 years.

Liquidity and Capital Resources

         We had $31.7 million in cash, cash equivalents and short-term
investments as of September 30, 2002. Cash used in operating activities
from continuing operations was $4.6 million for the nine months ended
September 30, 2002 and resulted primarily from cash used for general
corporate overhead including professional fees associated with the
settlement of certain litigation matters. Cash used in operating activities
from discontinued operations was $1.5 million for the nine months ended
September 30, 2002 which primarily relates to settlements of existing
liabilities and, to a lesser extent, legal fees associated with the wind
down of Rare Medium, Inc. and other businesses. We expect cash used in
continuing operations, as it relates to our existing operations, to remain
at approximately this level in future periods.

         Cash provided by investing activities from continuing operations
was $2.7 million, excluding the $6.2 million resulting from the net sale of
short-term investments, for the nine months ended September 30, 2002, which
primarily consists of $3.9 million of cash received from the sale of
970,000 shares of XM Satellite Radio common stock and $0.3 million of cash
received from an investment in an affiliate with whom we had a dispute,
partially offset by the $1.1 million used by our MSV Investors Subsidiary
to purchase, in connection with the MSV Joint Venture rights offering, a
newly issued convertible note with terms similar to the convertible note
already held by the MSV Investors Subsidiary and $0.4 million used to
purchase an investment in Miraxis, LLC. We do not have any future funding
commitments with respect to any of our investments. However, we expect that
the MSV Joint Venture will require additional funding from time to time,
and we may choose to exercise our preemptive rights to provide our pro rata
share of such funding, subject to our liquidity and capital resources at
the time. Subsequent to September 30, 2002, we sold our remaining 4,030,000
shares of XM Satellite Radio common stock for net proceeds of $12.7
million.
<PAGE>

         Cash provided by financing activities was $18.3 million for the
nine months ended September 30, 2002, which primarily consists of the
proceeds from the sale of 147,893 shares of voting common stock and
8,990,212 shares of non-voting common stock in connection with the rights
offering and advance purchase, partially offset by the costs of the rights
offering.

     Motient Promissory Note

         On May 1, 2002, to mitigate the risk, uncertainties and expenses
associated with Motient's plan of reorganization, we cancelled the
outstanding promissory notes with an aggregate principal amount of $26.2
million and accepted a new note in the principal amount of $19.0 million
that was issued by a new wholly-owned subsidiary of Motient that owns 100%
of Motient's interests in the MSV Joint Venture. The new note is due in
three years and bears interest at a rate of 9% per annum. As a result of
uncertainty with respect to the ultimate collection on the new note, we
continue to maintain a reserve for the entire amount of the note. If we
recover any amount on the new note, adjustments to the reserve would be
reflected as other income in the accompanying consolidated statements of
operations.

     MSV Joint Venture Convertible Notes Receivable

         Through our 80% owned MSV Investors Subsidiary, we are an active
participant in the MSV Joint Venture, a joint venture that includes TMI
Communications, Inc., Motient, and the Other MSV Investors. The MSV Joint
Venture is currently a provider of mobile digital voice and data
communications services via satellite in North America. On November 26,
2001, through our MSV Investors Subsidiary, we purchased a $50.0 million
interest in the MSV Joint Venture in the form of a convertible note (the
"MSV Note"). Immediately prior to the purchase of the convertible note,
Rare Medium Group contributed $40.0 million to the MSV Investors Subsidiary
and a group of unrelated third parties contributed $10.0 million. The MSV
Note bears interest at a rate of 10% per year, has a maturity date of
November 26, 2006, and is convertible at any time at the option of our MSV
Investors Subsidiary into equity interests in the MSV Joint Venture. The
MSV Note automatically converts into equity interests upon the MSV Joint
Venture obtaining certain approvals from the FCC and its Canadian
equivalent, Industry Canada. Upon conversion, our MSV Investors Subsidiary
would own approximately 30.8% of the equity interests in the MSV Joint
Venture. However, in the event that the MSV Joint Venture receives approval
from the FCC by March 31, 2003 with regard to its plans for a
next-generation satellite system complemented by ancillary terrestrial base
stations, certain other investors in MSV are obligated to invest an
additional $50.0 million in the MSV Joint Venture and, thereafter, our MSV
Investors Subsidiary would own approximately 23.6% of the equity interests
in the MSV Joint Venture. The fair value of the MSV Note approximates book
value based on the equity value of the MSV Joint Venture's recent funding
transactions assuming conversion of such note.

         On August 13, 2002, the MSV Joint Venture held a rights offering
allowing its investors to purchase their pro rata share of an aggregate
$3.0 million worth of newly issued convertible notes with terms similar to
the convertible note already held by our MSV Investors Subsidiary. The MSV
Investors Subsidiary exercised its basic and over subscription rights and
purchased approximately $1.1 million of the convertible notes.

     Rights Offering and Advance Purchase

         In connection with the settlement of the purported class action
lawsuit, we distributed to each holder of record of our common stock,
warrants and preferred stock, as of the close of business on May 16, 2002,
one non-transferable right to purchase one additional share of our common
stock, for each share held, at a purchase price of $2.01 per share. On July
11, 2002, the rights offering was approved by our stockholders and was
concluded on July 16, 2002, with 9,138,105 shares of our common stock
purchased for total gross proceeds of approximately $18.4 million. Included
in the rights offering is the advance purchase by our preferred
stockholders of 3,876,584 shares of non-voting common stock in April 2002
for total gross proceeds of approximately $7.8 million and an additional
5,113,628 shares of non-voting common stock purchased by our preferred
stockholders pursuant to their over subscription privilege.

<PAGE>

Listing under the Nasdaq National Market

         By letter dated May 16, 2002, Nasdaq notified us that the closing
bid price of our common stock had not exceeded the $1.00 minimum, and
accordingly, our common stock would be delisted from the Nasdaq National
Market for failure to satisfy the minimum bid price requirement. On May 17,
2002, we requested a hearing before the Nasdaq Listing Qualification Panel.
On June 20, 2002, the hearing was held in which we presented our case for
maintaining the listing of our common stock on the Nasdaq National Market.
At the hearing and in communication prior to the hearing, we explained to
Nasdaq that in order to regain compliance with the requirements for
continued listing on the Nasdaq National Market, our board of directors had
approved a one for ten reverse stock split, subject to stockholder
approval. On July 11, 2002, our stockholders approved the reverse stock
split which became effective on July 18, 2002.

         On August 19, 2002, the Panel notified us that it had determined
to permit us to maintain our listing on the Nasdaq National Market, subject
to us providing certain information, including this Form 10-Q, on or before
November 14, 2002. On October 3, 2002, the Nasdaq Listing and Hearing
Council called for the review of the Panel's determination to permit us to
remain listed on the Nasdaq National Market, expressing concern that our
current business operations may not be adequate to avoid raising public
policy concerns with respect to our continued listing. We intend to present
our case to the Council in the form of a written submission on or before
November 12, 2002. In addition, on November 14, 2002, in accordance with
the Panel's determination, we will update the Panel on our compliance with
all Nasdaq requirements, including stockholders' equity of at least $10.0
million and our activities with respect to the MSV Joint Venture, the
status of the FCC's review of the request allowing for an ancillary
terrestrial component and Miraxis. Should the Council or the Panel
determine that for public policy reasons we should no longer be listed on
Nasdaq, we expect that we would seek listing of our common stock on the OTC
Bulletin Board. However, there can be no assurance that such transfer would
be granted, and we could be forced to trade in the "pink sheets." Trading
on either the OTC Bulletin or in the "pink sheets" would likely result in a
reduction in the liquidity and the trading volume of our common stock. This
lack of liquidity would also make it difficult for us to raise capital.
Furthermore, there can be no assurance that we would be permitted to trade
on the OTC Bulletin Board. In addition, the delisting of our common stock
from the Nasdaq National Market would result in an event of non-compliance
under the provisions of our preferred stock. If we are unable to obtain a
waiver of this event of non-compliance, the preferred stockholders would be
entitled to elect a majority of the members of our board of directors which
would provide them with the ability to control our management and policies.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         We are exposed to certain market risks from changes in the price of
the XM Satellite Radio publicly traded common stock. We account for our
investment in XM Satellite Radio common stock as an available-for-sale,
marketable security and report such investment at fair value with net
unrealized gains and losses recorded in stockholders' equity. Gains and
losses are recognized in our consolidated statements of operations when
realized or when a decline in value is considered to be other than
temporary. During the three months ended September 30, 2002, we sold an
aggregate of 970,000 shares of XM Satellite Radio common stock at an average
price of $4.10 per share, resulting in net proceeds of $3.9 million. These
sales resulted in a loss of approximately $2.2 million, which is included in
"Other Expense, Net" in our consolidated statements of operations. Subsequent
to September 30, 2002, we sold our remaining 4,030,000 shares of the stock
at an average price of $3.18 per share, resulting in net proceeds of $12.7
million. We recognized an additional loss of approximately $12.7 million for
the other than temporary impairment in the value of the shares sold
subsequent to September 30, 2002. At September 30, 2002, the reported value
of our remaining shares of XM Satellite Radio common stock in our
consolidated balance sheet was approximately $12.7 million, representing the
net value received from the sale of the stock after September 30, 2002.

Item 4.  Controls and Procedures

         Within 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our chief
executive officer, principal accounting officer and principal financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our chief executive
officer, principal accounting officer and principal financial officer
concluded that our disclosure controls and procedures, as of the date of
the evaluation, are effective in timely alerting them to material
information required to be included in our periodic SEC reports. It should
be noted that the design of any system of controls is based in part upon
certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals
under all potential future conditions, regardless of how remote.

         In addition, we reviewed our internal controls, and there have
been no significant changes in those controls or in other factors that
could significantly affect those controls subsequent to the date of their
last evaluation.

<PAGE>

                                  PART II
                             OTHER INFORMATION

Item 1.  Legal Proceedings

         A number of purported class action lawsuits were filed by the
holders of the Company's common stock in the Court of Chancery of the State
of Delaware challenging the plan of merger with Motient Corporation that
was ultimately terminated on October 1, 2001. All of the complaints name
the Company and members of the Company's board of directors as defendants.
Most of the complaints name the holders of the Company's preferred stock,
and certain of their affiliates, as defendants, and some of the complaints
name Motient as a defendant. On June 22, 2001, the Delaware court entered
an order to consolidate all of the Delaware lawsuits for all purposes into
a single purported class action, In re Rare Medium Group, Inc. Shareholders
Litigation, C.A. No. 18879-NC. On August 7, 2001, a Consolidated Amended
Class Action Complaint was filed in Delaware Chancery Court. The Delaware
Chancery Court has not yet certified the consolidated lawsuit as a class
action. The lawsuit alleges that the defendants breached duties allegedly
owed to the holders of the Company's common stock in connection with the
merger agreement and sought to stop the merger and/or obtain monetary
damages. On April 2, 2002, the Company entered into a Stipulation of
Settlement, subject to court approval, in which it agreed to effectuate a
reverse stock split, commence a rights offering and take certain other
corporate actions. In connection with the settlement, the Company agreed to
issue 357,142 shares of the Company's common stock (worth $1.0 million
based on the tender offer price of $2.80 per share) to the plaintiff's
counsel as attorney's fees and pay the plaintiff's counsel $0.1 million for
expenses.

         On May 16, 2001, plaintiffs Jay M. Wolff, David Bliss, Tim Barber
and Steve O'Brien filed suit against Rare Medium, Inc., Rare Medium Group,
Inc., and Rare Medium Texas I, Inc. in the United States District Court for
the Southern District of New York, Wolff, et al. v. Rare Medium, Inc., et
al., CV No 01-4279. The plaintiffs asserted claims for breach of contract,
tortious interference with contractual relations, tortious interference
with prospective advantage, and breach of implied obligation of good faith,
arising out of the plaintiffs' alleged attempt to engage in transactions
involving some or all of the approximately 1,200,000 shares of the
Company's common stock (prior to the reverse stock split) that the
plaintiffs obtained in the Company's acquisition of Big Hand, Inc. The
plaintiffs sought unspecified compensatory and punitive damages, interest,
attorneys' fees and costs. On October 31, 2001, the Court dismissed the
case without prejudice.

         The plaintiffs filed an amended complaint on December 7, 2001
based on substantially the same alleged facts. The amended complaint
asserts the following causes of action: (1) breach of contract; (2)
tortious interference with contract; and, (3) tortious interference with
prospective business advantage. The amended complaint also sought an
unspecified amount of actual damages, punitive damages, interest, and
costs. On June 27, 2002, the Court dismissed the case with prejudice. On
July 16, 2002, the plaintiffs filed a notice of appeal. On October 31,
2002, plaintiffs filed their brief in support of their appeal. The Company
intends to dispute this appeal vigorously.

         On November 19, 2001, five of the Company's shareholders filed a
complaint against the Company, certain of its subsidiaries and certain of
their current and former officers and directors in the United States
District Court for the Southern District of New York, Dovitz v. Rare Medium
Group, Inc. et al., No. 01 Civ. 10196. Plaintiffs became owners of
restricted Company stock when they sold the company that they owned to the
Company. Plaintiffs assert the following four claims against defendants:
(1) common-law fraud; (2) violation of Section 10(b) of the Securities
Exchange Act of 1934 and Rule 10b-5 promulgated thereunder; (3) violation
of the Michigan Securities Act; and (4) breach of fiduciary duty. These
claims arise out of alleged representations by defendants to induce
plaintiffs to enter into the transaction. The complaint seeks compensatory
damages of approximately $5.6 million, exemplary and/or punitive damages in
the same amount, as well as attorney fees. On January 25, 2002, the Company
filed a motion to dismiss the complaint in its entirety. On June 3, 2002,
the Court dismissed the matter without prejudice. On or about July 17,
2002, the plaintiffs filed an amended complaint asserting similar causes of
action to those asserted in the original complaint. On September 12, 2002,
the Company filed a motion to dismiss on behalf of itself and its current
and former officers and directors. On November 5, 2002, the plaintiffs
filed a brief in opposition to the motion to dismiss. The Company intends
to continue to dispute this matter vigorously.

         The Company and certain of its subsidiaries (along with the
Engelhard Corporation) are parties to an arbitration relating to certain
agreements that existed between or among the claimant and ICC Technologies,
Inc., the Company's former name, and the Engelhard/ICC ("E/ICC") joint
venture arising from the desiccant air conditioning business that the
Company and its subsidiaries sold in 1998. The claimant has sought $8.5
million for (a) its alleged out of pocket losses in investing in the
E/ICC's technology, (b) unjust enrichment resulting from the reorganization
of E/ICC in 1998, and (c) lost profits arising from the fact that it was
allegedly forced to leave the air conditioning business when the E/ICC
joint venture was dissolved. The Company intends to vigorously dispute this
action.

<PAGE>


         On July 26, 2002, plaintiffs James D. Loeffelbein, Terrie L. Pham
and certain related parties filed suit against the lead plaintiff's counsel
in the purported class action lawsuit, the Company, certain of its current
and former officers, its former investor relations firm and a former
employee of plaintiff Loeffelbein in the District Court of Johnson County,
Kansas, Loeffelbein v. Milberg Weiss Bershad Hynes & Lerach, LLP, et al.,
02 CV 04867. The plaintiffs assert claims for fraud, negligence and breach
of fiduciary duty against all of the Company and certain of its current and
former officers in connection with allegedly false statements purportedly
made to the plaintiffs. The plaintiffs have sought unspecified damages from
the defendants. On September 11, 2002, the matter was removed to the United
States District Court for the District of Kansas. On October 11, 2002, the
plaintiffs sought to have the matter remanded to state court. The Company
intends to oppose this motion and to dispute this matter vigorously.

Item 2.  Changes in Securities

         (a)   Not applicable

         (b)   Not applicable

         (c)   On July 16, 2002, the Company sold 5,113,628 shares of its
               non-voting common stock, par value $0.01 per share, for cash
               proceeds of $10.3 million in a private placement under
               Section 4(2) of the Securities Act. The private placement
               was made to the holder of all of our preferred stock (the
               "Apollo Stockholders") pursuant to its over subscription
               privilege in the rights offering. The net proceeds from this
               offering will be used to supplement our cash resources, to
               satisfy our ongoing cash requirements, including general and
               administrative expenses, and to take advantage of business
               opportunities, including maintaining or increasing our stake
               in the MSV Joint Venture.

               Pursuant to the Investment Agreement, and as approved by the
               Company's stockholders on July 11, 2002, the Apollo
               Stockholders are permitted to exchange their shares of
               non-voting common stock for shares of voting common stock
               only in the following two circumstances: (1) as part of a
               transfer of the Apollo Stockholders' holdings to a person
               not affiliated with the Apollo Stockholders, in an amount
               not to exceed 10% of our voting power, and such transferee,
               to the knowledge of the Apollo Stockholders, will not, as a
               result of the transfer, hold more than 15% of our voting
               power; and (2) at any time, so long as the voting power of
               the Apollo Stockholders, after giving effect to any such
               exchange, does not exceed 29.9% of the outstanding voting
               power which is the percentage of the outstanding voting
               power which the Apollo Stockholders were entitled to cast
               prior to the April 2, 2002 advance purchase.

         (d)   Not applicable

Item 3.  Defaults Upon Senior Securities

     Not applicable

Item 4.  Submissions of Matters to a Vote of Security Holders

         The Company held a special meeting of stockholders on July 11,
2002. Proxies for the meeting were solicited by the Company pursuant to
Regulation 14A under the Exchange Act. The Company's stockholders voted on
the following proposals with the following results:

         The adoption of an amendment to the Company's Restated Certificate
of Incorporation to effect a one for ten reverse stock split.

                          For           Against        Abstain         Broker
                                                                      Non-Votes

    Preferred Stock      1,073,007              0              0             0
    Common Stock        54,443,496      1,726,903        371,470             0

         The authorization to issue up to 91,381,315 shares of the
Company's common stock, prior to the one for ten reverse split, in
connection with a rights offering.

                                                                       Broker
                         For           Against         Abstain       Non-Votes
    Preferred Stock     1,073,007              0               0             0
    Common Stock       18,570,446      2,043,245         439,518    34,590,195

<PAGE>

         The authorization for the Apollo Stockholders to exchange, from
time to time, non-voting common stock for voting common stock under certain
circumstances.

                                                                     Broker
                          For           Against       Abstain       Non-Votes
    Preferred Stock      1,073,007              0             0              0
    Common Stock        18,317,179      2,050,283       441,032     34,590,195


Item 5.  Other Information

     None

Item 6.  Exhibits and Reports on Form 8-K

         (a)   The following sets forth those exhibits filed pursuant to
               Item 601 of Regulation S-K:

           Exhibit
            Number                     Description
             99.1      -  Certification Pursuant to 18 U.S.C Section 1350,
                          as adopted pursuant to Section 906 of the Sarbanes-
                          Oxley Act of 2002.

         (b)   The following sets forth the Company's reports on Form 8-K
               that have been filed during the quarter for which this
               report is filed:

               On July 18, 2002, the Company filed a report on Form 8-K (i)
               announcing the completion of the rights offering, (ii)
               announcing the hiring of Jeffrey A. Leddy as Senior Vice
               President of Operations and (iii) announcing the one for ten
               reverse stock split would become effective on July 18, 2002.

               On August 21, 2002, the Company filed a report on Form 8-K
               announcing that it received notice from the Nasdaq Listing
               Qualifications Panel indicating that the Company's common
               stock will continued to be listed on the Nasdaq National
               Market pursuant to certain conditions.

<PAGE>

                                 SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, this Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Date:  November 12, 2002              By:   /s/ GLENN S. MEYERS
                                           ---------------------------------
                                           Glenn S. Meyers
                                           Chief Executive Officer


Date:  November 12, 2002              By:   /s/ CRAIG C. CHESSER
                                          ---------------------------------
                                          Craig C. Chesser
                                          Senior Vice President Finance and
                                          Treasurer (Principal Financial
                                          Officer)


Date:  November 12, 2002              By:   /s/ MICHAEL A. HULTBERG
                                          ---------------------------------
                                          Michael A. Hultberg
                                          Senior Vice President and Controller
                                          (Principal Accounting Officer)

<PAGE>

                               CERTIFICATIONS

I, Glenn S. Meyers, certify that:

     1.  I have reviewed this quarterly report on Form 10-Q of Rare Medium
         Group, Inc.;

     2.  Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material
         fact necessary to make the statements made, in light of the
         circumstances under which such statements were made, not
         misleading with respect to the period covered by this quarterly
         report;

     3.  Based on my knowledge, the financial statements, and other
         financial information included in this quarterly report, fairly
         present in all material respects the financial condition, results
         of operations and cash flows of the registrant as of, and for, the
         periods presented in this quarterly report;

     4.  The registrant's other certifying officers and I are responsible
         for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
         for the registrant and we have:

         a)    designed such disclosure controls and procedures to ensure
               that material information relating to the registrant,
               including its consolidated subsidiaries, is made known to us
               by others within those entities, particularly during the
               period in which this quarterly report is being prepared;

         b)    evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to
               the filing date of this quarterly report (the "Evaluation
               Date"); and

         c)    presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures
               based on our evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officers and I have disclosed,
         based on our most recent evaluation, to the registrant's auditors
         and the audit committee of registrant's board of directors (or
         persons performing the equivalent function):

         a)    all significant deficiencies in the design or operation of
               internal controls which could adversely affect the
               registrant's ability to record, process, summarize and
               report financial data and have identified for the
               registrant's auditors any material weaknesses in internal
               controls; and

         b)    any fraud, whether or not material, that involves management
               or other employees who have a significant role in the
               registrant's internal controls; and

     6.  The registrant's other certifying officers and I have indicated in
         this quarterly report whether or not there were significant
         changes in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of
         our most recent evaluation, including any corrective actions with
         regard to significant deficiencies and material weaknesses.



         Date:  November 12, 2002               By:  /s/ GLENN S. MEYERS
                                                    ------------------------
                                                    Glenn S. Meyers
                                                    Chief Executive Officer

<PAGE>

                               CERTIFICATIONS

I, Michael A. Hultberg, certify that:

     1.  I have reviewed this quarterly report on Form 10-Q of Rare Medium
         Group, Inc.;

     2.  Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material
         fact necessary to make the statements made, in light of the
         circumstances under which such statements were made, not
         misleading with respect to the period covered by this quarterly
         report;

     3.  Based on my knowledge, the financial statements, and other
         financial information included in this quarterly report, fairly
         present in all material respects the financial condition, results
         of operations and cash flows of the registrant as of, and for, the
         periods presented in this quarterly report;

     4.  The registrant's other certifying officers and I are responsible
         for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
         for the registrant and we have:

         a)    designed such disclosure controls and procedures to ensure
               that material information relating to the registrant,
               including its consolidated subsidiaries, is made known to us
               by others within those entities, particularly during the
               period in which this quarterly report is being prepared;

         b)    evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to
               the filing date of this quarterly report (the "Evaluation
               Date"); and

         c)    presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures
               based on our evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officers and I have disclosed,
         based on our most recent evaluation, to the registrant's auditors
         and the audit committee of registrant's board of directors (or
         persons performing the equivalent function):

         a)    all significant deficiencies in the design or operation of
               internal controls which could adversely affect the
               registrant's ability to record, process, summarize and
               report financial data and have identified for the
               registrant's auditors any material weaknesses in internal
               controls; and

         b)    any fraud, whether or not material, that involves management
               or other employees who have a significant role in the
               registrant's internal controls; and

     6.  The registrant's other certifying officers and I have indicated in
         this quarterly report whether or not there were significant
         changes in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of
         our most recent evaluation, including any corrective actions with
         regard to significant deficiencies and material weaknesses.



         Date:  November 12, 2002            By:   /s/ MICHAEL A. HULTBERG
                                                  -------------------------
                                                  Michael A. Hultberg
                                                  Senior Vice President and
                                                  Controller (Principal
                                                  Accounting Officer)

<PAGE>

                               CERTIFICATIONS

I, Craig C. Chesser, certify that:

     1.  I have reviewed this quarterly report on Form 10-Q of Rare Medium
         Group, Inc.;

     2.  Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material
         fact necessary to make the statements made, in light of the
         circumstances under which such statements were made, not
         misleading with respect to the period covered by this quarterly
         report;

     3.  Based on my knowledge, the financial statements, and other
         financial information included in this quarterly report, fairly
         present in all material respects the financial condition, results
         of operations and cash flows of the registrant as of, and for, the
         periods presented in this quarterly report;

     4.  The registrant's other certifying officers and I are responsible
         for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
         for the registrant and we have:

         a)    designed such disclosure controls and procedures to ensure
               that material information relating to the registrant,
               including its consolidated subsidiaries, is made known to us
               by others within those entities, particularly during the
               period in which this quarterly report is being prepared;

         b)    evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to
               the filing date of this quarterly report (the "Evaluation
               Date"); and

         c)    presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures
               based on our evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officers and I have disclosed,
         based on our most recent evaluation, to the registrant's auditors
         and the audit committee of registrant's board of directors (or
         persons performing the equivalent function):

         a)    all significant deficiencies in the design or operation of
               internal controls which could adversely affect the
               registrant's ability to record, process, summarize and
               report financial data and have identified for the
               registrant's auditors any material weaknesses in internal
               controls; and

         b)    any fraud, whether or not material, that involves management
               or other employees who have a significant role in the
               registrant's internal controls; and

     6.  The registrant's other certifying officers and I have indicated in
         this quarterly report whether or not there were significant
         changes in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of
         our most recent evaluation, including any corrective actions with
         regard to significant deficiencies and material weaknesses.



         Date:  November 12, 2002         By:  /s/ CRAIG C. CHESSER
                                               ---------------------------
                                               Craig C. Chesser
                                               Senior Vice President Finance
                                               and Treasurer (Principal
                                               Financial Officer)
<PAGE>


Exhibit 99.1


                         CERTIFICATION PURSUANT TO
                          18 U.S.C. SECTION 1350,
                           AS ADOPTED PURSUANT TO
               SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report on Form 10-Q of Rare
Medium Group, Inc. (the "Company") for the quarterly period ended September
30, 2002 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), Glenn S. Meyers as Chief Executive Officer of the
Company, Michael A. Hultberg as Principal Accounting Officer, and Craig C.
Chesser as Principal Financial Officer of the Company, each hereby
certifies, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906
of the Sarbanes-Oxley Act of 2002, that:

         (1)   The Report fully complies with the requirements of Section
               13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)   The information contained in the Report fairly presents, in
               all material respects, the financial condition and results
               of operations of the Company.


                                    By:   /s/ GLENN S. MEYERS
                                          --------------------------------
                                          Name:   Glenn S. Meyers
                                          Title:  Chief Executive Officer
                                          Date:   November 12, 2002


                                    By:   /s/ MICHAEL A. HULTBERG
                                          --------------------------------
                                          Name:   Michael A. Hultberg
                                          Title:  Principal Accounting Officer
                                          Date:   November 12, 2002


                                    By:   /s/ CRAIG C. CHESSER
                                          --------------------------------
                                          Name:   Craig C. Chesser
                                          Title:  Principal Financial Officer
                                          Date:   November 12, 2002


         This certification accompanies the Report pursuant to ss. 906 of
the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required
by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for
purposes of ss.18 of the Securities Exchange Act of 1934, as amended.