SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A
(AMENDMENT NO. 1)

|ý                                                                                            | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.    
|-------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------
|For the fiscal year ended December 31, 2004.                                                
|o                                                                                            | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|For the transition period
from                             to           
                  .

Commission File No. 0-29768

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24/7 REAL MEDIA, INC.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)          |  | 13-3995672(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------- |  | ----------------------------------------------
|132 West 31st Street
New York, New York(Address of principal executive offices) |  | 10001(Zip Code)                               
|(212) 231-7100(Registrant's telephone number, including area code)             
|Securities registered pursuant to Section 12(b) of the Act:NONE                
|Securities registered pursuant to Section 12(g) of the Act:                    
|COMMON STOCK, PAR VALUE $.01 PER SHARE(Title of class)                         

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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes ý    No o

As of June 30, 2004, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the voting
common equity held by non-affiliates of the registrant was $185,865,050. Shares of common equity held by each of the registrant's directors and officers on that date and by each person who
beneficially owned 10% or more of the outstanding common stock on that date have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes. The aggregate market value has been computed based on a price per share of $5.61, which is the price at which the common equity was last sold
on June 30, 2004. The registrant does not have any non-voting common equity outstanding.

The
number of outstanding shares of the registrant's common stock as of February 28, 2005 was 44,830,431.

DOCUMENTS INCORPORATED BY REFERENCE

|Document |  | Part of 10-K into which incorporated
|-------- |  | ------------------------------------
|None     |  | None                                



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Explanatory Note

In November 2004, the Securities and Exchange Commission issued an exemptive order providing companies with a market capitalization under
$700 million with an extension of up to 45 days for the filing of management's report on the Company's internal controls over financial reporting and the required attestation on those
controls from our independent registered public accountants. We elected to utilize a portion of this extension period. Therefore, 24/7 Real Media, Inc. hereby amends its Annual Report on
Form 10-K, filed March 16, 2005 (the "Original Filing"), to include Management's Report on Internal Control Over Financial Reporting and the Report of our Independent
Registered Public Accounting Firm required in Item 9A, "Controls and Procedures" on Form 10-K. Except for the foregoing amendment, this Form 10-K/A does not
modify or update other disclosures in, or exhibits to, the Original Filing.

ITEM 9A.CONTROLS AND PROCEDURES.

Management's Responsibility for Financial Statements

Our management is responsible for the integrity and objectivity of all information presented in the Annual Report on Form 10-K filed on
March 16, 2005. The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on
management's best estimates and judgments. Management believes the consolidated financial statements fairly reflect the form and substance of transactions and that the financial statements fairly
represent the Company's financial position and results of operations.

The
Audit Committee of the Board of Directors meets regularly with the independent registered public accounting firm, Goldstein Golub Kessler LLP ("GGK"), and representatives of
management to review accounting, financial reporting, internal control and audit matters, as well as the nature and extent of the audit effort. The Audit Committee is responsible for the engagement of
the independent registered public accounting firm. The independent registered public accounting firm have free access to the Audit Committee.

Management's Report on Internal Control Over Financial Reporting

The management of 24/7 Real Media, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting.

The
Sarbanes-Oxley Act of 2002 and the SEC's related rules and regulations impose on the Company requirements regarding corporate governance and financial reporting. One requirement
arising under Section 404 of the Sarbanes-Oxley Act is for management to report on the Company's internal control over financial reporting and for GGK, the Company's independent registered
public accounting firm, to attest to management's report. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we
conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in "Internal ControlIntegrated Framework" issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in "Internal ControlIntegrated Framework," our management concluded that our internal
control over financial reporting was effective as of December 31, 2004.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

The
scope of management's assessment of the effectiveness of internal control over financial reporting includes all of the Company's subsidiaries except for Decide Holdings Pty Limited
and its subsidiaries ("Decide") which was acquired in August 2004. Decide revenue accounted for approximately $4.9 million or 5.7% of our consolidated revenues during 2004.

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GGK
has issued an audit report on management's assessment of the Company's internal control over financial reporting, which is included in their report contained herein.

Changes in Internal Control Over Financial Reporting

Late in the fourth quarter of 2004, the Company migrated the search technology system from a legacy system to a new system. The new system was acquired as a
result of our acquisition of Decide Holdings Pty Limited ("Decide") in August 2004. The migration involved changes in systems that included internal controls. In accordance with SEC's
"Management's Report on Internal Control Over Financial Reporting and Disclosure in Exchange Act Periodic Reports: Frequently Asked Questions," Question 3, and with our independent registered public
accounting firm's consent, we have excluded Decide from the assessment included herein, and will report on it during our next annual filing with the SEC. The exclusion of Decide from the scope of the
assessment included herein includes all related technology and processes specific to it and its international subsidiaries. Decide revenue accounted for approximately $4.9 million or 5.7% of
our consolidated revenues during 2004. Other than our due diligence related to the acquisition, we have not reviewed the new system and the controls affected by the implementation of the new system.
The legacy search technology system was included in the scope of the assessment included herein, and therefore the controls of and those surrounding the legacy system, up until the point of migration,
are included in this assessment.

There
were no other changes in our internal control over financial reporting for the year ended December 31, 2004, that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is
made known to the officers who certify the Company's financial reports and to other members of senior management and the Board of Directors.

The
Company formed a Disclosure Committee to ensure that information required to be disclosed by the Company in reports filed or submitted by it under the Securities Exchange Act is
recorded, processed, summarized and reported within the time periods in the SEC rules and forms.

Based
on their evaluation as of December 31, 2004, the Chief Executive Officer and Chief Financial Officer of the Company have concluded that the Company's disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed
by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and
forms.

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Report of Independent Registered Public Accounting FirmInternal Control Over Financial Reporting

The
Board of Directors and Stockholders
24/7 Real Media, Inc.:

We
have audited management's assessment, included in the accompanying Management's Report on Internal Control over Financial Reporting, that 24/7 Real Media, Inc. maintained
effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). As described in Management's Report on Internal Controls Over Financial Reporting, management excluded from their assessment the internal
control over financial reporting of Decide Holdings Pty Limited and its subsidiaries ("Decide"), which was acquired in August 2004, representing approximately 5.7% of consolidated revenues
during 2004. Accordingly, our audit did not include the internal control over financial reporting of Decide. 24/7 Real Media, Inc.'s management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an
opinion on the effectiveness of the company's internal control over financial reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In
our opinion, management's assessment that 24/7 Real Media, Inc. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated,
in all material respects, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Also, in our opinion, 24/7 Real Media, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on criteria
established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of 24/7 Real Media, Inc.
as of

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December 31,
2004 and 2003, and the related consolidated statements of operations, stockholders' equity and comprehensive loss, and cash flows for each of the three years in the period ended
December 31, 2004 of 24/7 Real Media, Inc. and our report dated March 1, 2005 expressed an unqualified opinion on those consolidated financial statements.

GOLDSTEIN GOLUB KESSLER LLPNew York, New York
April 12, 2005

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PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

|Exhibits. |  | See Exhibit Index immediately following certification on signature pages.
|--------- |  | -------------------------------------------------------------------------

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SIGNATURES

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

| |  | 24/7 REAL MEDIA, INC.
| |  | ---------------------
| |  | By:                  
| |  |                      

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K/A has been signed below by the following persons in the capacities
indicated:

|Signature                         |  | Title                                                                                                               |  | Date          
|--------------------------------- |  | ------------------------------------------------------------------------------------------------------------------- |  | --------------
|                                  |  |                                                                                                                     |  |               
|/s/DAVID J. MOOREDavid J. Moore   |  | Chairman of the Board and Chief Executive Officer (Principal Executive Officer)                                     |  | April 12, 2005
|/s/JONATHAN K. HSUJonathan K. Hsu |  | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |  | April 12, 2005
|/s/TONY SCHMITZ                   |  |                                                                                                                     |  |               
|Tony Schmitz                      |  | Director                                                                                                            |  | April 12, 2005
|/s/ARNIE SEMSKY                   |  |                                                                                                                     |  |               
|Arnie Semsky                      |  | Director                                                                                                            |  | April 12, 2005
|/s/MORITZ F. WUTTKE               |  |                                                                                                                     |  |               
|Moritz F. Wuttke                  |  | Director                                                                                                            |  | April 12, 2005
|/s/VALENTINE J. ZAMMIT            |  |                                                                                                                     |  |               
|Valentine J. Zammit               |  | Director                                                                                                            |  | April 12, 2005

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Exhibit Index

|Exhibit Number |  | Description                                                                                                                                                                                                     
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|23.1           |  | Consent of Goldstein Golub Kessler LLP. Filed herewith.                                                                                                                                                         
|31.1           |  | Certification by Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
|31.2           |  | Certification by Chief Financial Officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

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