================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A

                               AMENDMENT NO. 1 TO
         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2002

                         COMMISSION FILE NUMBER 0-26395

                             SALON MEDIA GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             DELAWARE                                       94-3228750
             --------                                       ----------
 (STATE OR OTHER JURISDICTION OF                          (IRS EMPLOYER
  INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NUMBER)

                          22 FOURTH STREET, 16TH FLOOR
                             SAN FRANCISCO, CA 94103
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                ----------------

                                 (415) 645-9200
                                 --------------
              (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, $0.001 PAR VALUE
                                (TITLE OF CLASS)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Sections 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 [X] No [_]

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 amendments to
this Form 10-K. [X]

The aggregate market value of registrant's voting stock held by non-affiliates
of registrant, based upon the closing sale price of the Common Stock on July 14,
2002 as reported on the Nasdaq National Market, was approximately $695,000.
Shares of Common Stock held by each officer, director and holder of 5% or more
of the outstanding Common Stock 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 number of outstanding shares of the Registrant's Common Stock, par value
$0.001 per share, on July 22, 2002 was 14,155,276 shares.
================================================================================
                                       1
<PAGE>

                                   FORM 10-K/A

            The undersigned registrant hereby amends the following items of its
Annual Report on Form 10-K for the fiscal year ended March 31, 2002 to include
the Part III information set forth herein:

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

EXECUTIVE OFFICERS AND DIRECTORS

            Salon's executive officers and directors as of March 31, 2002 are as
follows:

Name                     Age    Position
-----------------------  ----   ------------------------------------------------
David Talbot              50    Chairman of the Board, Editor-in-Chief
Michael O'Donnell         38    Chief Executive Officer, President
Robert O'Callahan         51    Chief Financial Officer, Treasurer and Secretary
Scott Rosenberg           42    Senior Vice President, Editorial Operations
Patrick Hurley            40    Senior Vice President, Business Operations
Cheryl Lucanegro          50    Senior Vice President, Advertising Sales
Brian Dougherty(1)        46    Director
Dr. John Warnock(1)       61    Director
Robert Ellis              66    Director
Rob McKay(1)              38    Director
James H. Rosenfield(2)    73    Director
Michael Fuchs(2)          56    Director

(1)  Member of Audit Committee
(2)  Member of Compensation Committee

            DAVID TALBOT co-founded Salon in 1995. He has served as
Editor-in-Chief since Salon's incorporation. He served as Chief Executive
Officer from Salon's incorporation through April 1999. He became Chairman of the
Board in April 1999. From 1990 to 1995, Mr. Talbot was the Arts & Features
editor for the San Francisco Examiner newspaper. Mr. Talbot has co-authored
three books and written for numerous publications including The New Yorker,
Rolling Stone and Playboy. Mr. Talbot holds a Bachelor of Arts degree in
sociology from the University of California at Santa Cruz.

            MICHAEL O'DONNELL has served as Salon's President since December
1996. He became Chief Executive Officer in April 1999. In 1996, he served as
Vice President of Sales and Merchandising at SegaSoft, Inc., a consumer software
publisher. From 1995 to 1996, Mr. O'Donnell was Vice President of Worldwide
Sales at Rocket Science Games, Inc., a consumer software publisher. From 1993 to
1995, he served as Vice President of Retail Sales at Mindscape, Inc., a consumer
software publisher. Mr. O'Donnell holds a Bachelor of Arts degree in political
science from the University of California at Berkeley.

             ROBERT O'CALLAHAN has served as Chief Financial Officer and
Treasurer since July 2000. Since August 2000 he has also served as Secretary.
From July 1999 through July 2000, he served as Director, Worldwide Planning and
Treasury with Banter, Inc., a venture funded software development firm. From
January 1998 to July 1999, Mr. O'Callahan worked for John G. Kinnard & Co. as a
securities research analyst. From August 1997 to December 1997, he worked at
Dain Bosworth, Inc., as a research associate. From 1992 to 1997, Mr. O'Callahan
was Chief Financial Officer of Consan, Inc. a wholesale distributor of digital
mass storage equipment. Mr. O'Callahan holds a master's degree in management,
with concentrations in marketing and finance, from the J.L. Kellogg Graduate

                                       2
<PAGE>

School of Management at Northwestern University, a juris doctor degree from the
University of Washington School of Law, and a Bachelor of Arts degree from the
University of Washington.

            SCOTT ROSENBERG has served as Salon's Senior Vice President,
Editorial Operations since October 2000. From January 1999 until then, he served
as Vice President of Website Development. He also serves as Salon's managing
editor and has held that position since June 1999. Previous to that, he served
as Senior Editor/Technology, a position he held from the founding of Salon in
1995. Before joining Salon, he was the San Francisco Examiner's movie and
theater critic for nearly 10 years. Mr. Rosenberg holds a Bachelor of Arts
degree from Harvard University.

            PATRICK HURLEY has served as Salon's Senior Vice President, Business
Operations since October 2000. From March 1999 to October 2000 he served as Vice
President of Marketing. From 1998 to 1999, he served as Salon's Marketing
Director. From 1996 to 1998, he was management supervisor at Hal Riney &
Partners, an advertising agency. From 1994 to 1996, he served as account
supervisor for the J. Walter Thompson advertising agency. Mr. Hurley holds a
Bachelor of Arts degree in journalism from Marquette University.

            CHERYL LUCANEGRO has served as Salon's Senior Vice President,
Advertising Sales since January 2002. From June 2001 to January 2002 she was the
founder and President of Excellerate, a consulting company. From October 1997 to
June 2001 she was the Senior Vice President Online and Integrated sales and held
other positions with the media company Standard Media International, Inc. From
June 1997 to September 1997 she was Director of Financial and Direct Markets for
Power Agent, Inc. From March 1992 to June 1997 she was Vice President Associate
Publisher and held other positions for Upside Media. From 1983 to March 1992 she
was Regional Sales Manager and held other positions with Ziff/Davis
Publishing/Cahners-Ziff. Ms. Lucanegro holds a Bachelor of Science degree in
journalism from the University of Florida.

            BRIAN DOUGHERTY has served as a Director of Salon since November
1999. Mr. Dougherty is the founder, Chairman and Chief Technology Officer for
Wink Communications, a publicly traded company that provides a complete
end-to-end system for electronic commerce on television. Before founding Wink in
1994, Mr. Dougherty founded Geoworks, a computer software company delivering
operating systems for handheld devices.

             DR. JOHN WARNOCK has served as a Director of Salon since August
2001. He was a founder of Adobe Systems and has been its Chairman of the Board
since April 1989. Since September 1997, he has shared the position of Adobe
Chairman of the Board with Charles M. Geschke. Dr. Warnock served as Chief
Executive Officer of Adobe from 1982 through December 2000. In December 2000,
Dr. Warnock assumed the role of Chief Technical Officer in addition to that of
Chairman of the Board. Dr. Warnock received a Ph.D. in Electrical Engineering
from the University of Utah.

             ROBERT ELLIS has served as a Director of Salon since August 2001.
He is an advisor, investor, and director of Internet companies. From 1997
through 1999 he was the publisher, board member and early investor of XOOM.com
(XMCM) which was merged with the National Broadcasting Company, Inc.'s internet
properties. He formerly was president of eNature.com, the leading nature content
site on the web. Mr. Ellis is a co-founder and member of the board of One FN,
and is on the board of Winetasting.com. In 1996, he founded and produced Bonjour
Paris, a travel destination site in France featured on America Online. Prior to
that, he founded and owned Compact Publishing, for which he developed the Time
Almanac with Time Magazine. He formerly was a correspondent for Time Magazine.
Mr. Ellis holds an M.A. degree in History from the University of Chicago and a
B. A. in Philosophy from Yale University.

             ROB MCKAY has served as a Director of Salon since August 2001. He
is the president of the McKay Family Foundation since its inception in 1992,
which supports community-based activist organizations working for long-term
social and economic change. Mr. McKay is also the managing partner for the McKay
Investment Group, which provides venture capital for early-stage technology and
consumer product companies. He also serves actively on a number of corporate and
foundation boards. Mr. McKay received his B.A. degree in Political Science and
Sociology from Occidental College, and his M.A. in Social and Public Policy from
the University of California, Berkeley.

            JAMES H. ROSENFIELD has served as a Director of Salon since April
1998. Mr. Rosenfield has been the President of JHR & Associates, a media
consulting firm, since 1998. From 1994 to 1998, Mr. Rosenfield was

                                       3
<PAGE>

Managing Director at the investment banking firm of Veronis Suhler & Associates.
From 1987 to 1994, he was Chairman and Chief Executive Officer of John Blair
Communications, Inc., a television sales and syndication company. From 1965 to
1985, Mr. Rosenfield held various executive positions at CBS Corporation, a
television broadcasting and media company, including Executive Vice President of
the Broadcast Group. Mr. Rosenfield holds a B.A. degree in English from
Dartmouth College.

            MICHAEL FUCHS has served as a Director of Salon since August 2001.
He was named chairman and chief executive officer of HBO in October, 1984, after
joining HBO in 1976. In May 1995, he was appointed chairman of the Warner Music
Group, becoming responsible for the leading entertainment conglomerate, Time
Warner, Inc. Mr. Fuchs left Time Warner in November 1995 and has since been an
active investor and consultant. He serves on numerous corporate boards. Mr.
Fuchs holds a B.A in Political Science from Union College and a J.D. from New
York University Law School. Michael Fuchs has served as a director of MyTurn.com
since January 2000 and as its Chairman and Interim Chief Executive Officer since
April 2000. On March 2, 2001, MyTurn.com, Inc. filed a voluntary petition for
relief under Chapter 11 of the Federal Bankruptcy Code.

























                                       4
<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION.

            The following table sets forth information concerning the
compensation during the fiscal years ended March 31, 2000, March 31, 2001 and
March 31, 2002 of the Chief Executive Officer and the four other most highly
compensated executive officers.

                           SUMMARY COMPENSATION TABLE

<TABLE><CAPTION>
                                                                                          LONG TERM
                                                                                        COMPENSATION
                                                                                           AWARDS
                                                                                         ----------
                                                            ANNUAL COMPENSATION          SECURITIES
                                                     ---------------------------------   UNDERLYING      ALL OTHER
                NAME AND PRINCIPAL POSITION          YEAR       SALARY        BONUS(1)    OPTIONS      COMPENSATION
                ---------------------------          ----       ------        --------    -------      ------------
<S>                                                  <C>       <C>           <C>          <C>           <C>

Michael O'Donnell...............................     2002      $191,250      $     -0-    440,000       $       -0-
    President and Chief Executive Officer            2001      $225,000      $     -0-    140,384       $       -0-
                                                     2000      $175,000      $  75,000    250,000       $       -0-

David Talbot....................................     2002      $191,250      $     -0-    440,000       $       -0-
   Chairman and Editor in Chief                      2001      $225,000      $     -0-    131,884       $       -0-
                                                     2000      $175,000      $  75,000    250,000       $       -0-

Robert O'Callahan...............................     2002      $148,750      $     -0-    240,000       $       -0-
    Secretary and Chief Financial Officer            2001      $120,705      $     -0-    136,188       $       -0-
                                                     2000      $    -0-      $     -0-        -0-       $       -0-

Patrick Hurley..................................     2002      $148,750      $     -0-    165,000       $       -0-
   Senior Vice President - Business Operations       2001      $146,054      $     -0-     48,188       $       -0-
                                                     2000      $100,000      $  50,000     40,000       $       -0-

Scott Rosenberg.................................     2002      $148,750      $     -0-    170,000       $       -0-
   Senior Vice President - Editorial Operations      2001      $151,317      $     -0-     40,188       $       -0-
                                                     2000      $115,000      $     -0-     35,000       $       -0-
</TABLE>

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

(1)     Bonuses are principally based on performance and are shown in the year
        earned.




                                       5
<PAGE>


STOCK OPTIONS GRANTED IN FISCAL 2002

            The following table provides the specified information concerning
grants of options to purchase Salon's Common Stock made during the fiscal year
ended March 31, 2002, to the persons named in the Summary Compensation Table.

<TABLE><CAPTION>
                                              OPTION GRANTS IN LAST FISCAL YEAR

                                                                                                     POTENTIAL REALIZED VALUE AT
                                                                                                       ASSUMED ANNUAL RATES OF
                                                                                                      STOCK PRICE APPRECIATION
                                                         INDIVIDUAL GRANTS                               FOR OPTION TERM(3)
                                     ------------------------------------------------------------      ---------------------
                                                    % OF TOTAL
                                     NUMBER OF        OPTIONS
                                     SECURITIES      GRANTED TO       EXERCISE
                                     UNDERLYING      EMPLOYEES        OR BASE
                                      OPTIONS        IN FISCAL         PRICE          EXPIRATION
                     NAME            GRANTED(1)        YEAR           ($/SH)(2)          DATE             5%           10%
                     ----            ----------        ----           ---------          ----             --           ---
<S>                                     <C>            <C>             <C>            <C>              <C>           <C>
Michael O'Donnell.............          5,594          0.13%           $0.35          05/02/2011        $1,231        $3,120
                                       34,406          0.82%           $0.35          05/02/2011        $7,573       $19,192
                                      183,334          4.38%           $0.14          10/23/2011       $16,142       $40,906
                                      216,666          5.17%           $0.14          10/23/2011       $19,076       $48,343

David Talbot..................          5,594          0.13%           $0.35          05/02/2011        $1,231        $3,120
                                       34,406          0.82%           $0.35          05/02/2011        $7,573       $19,192
                                      183,334          4.38%           $0.14          10/23/2011       $16,142       $40,906
                                      216,666          5.17%           $0.14          10/23/2011       $19,076       $48,343

Robert O'Callahan.............         15,000          0.36%           $0.35          05/02/2011        $3,302        $8,367
                                      225,000          5.37%           $0.14          10/23/2011       $19,810       $50,203

Patrick Hurley................         15,000          0.36%           $0.35          05/02/2011        $3,302        $8,367
                                      150,000          3.58%           $0.14          10/23/2011       $13,207       $33,469

Scott Rosenberg...............         20,000          0.48%           $0.35          05/02/2011        $4,402       $11,156
                                      150,000          3.58%           $0.14          10/23/2011       $13,207       $33,469
</TABLE>
------------

(1)   All options granted in fiscal year ended March 31, 2002 were granted
      pursuant to Salon's 1995 Stock Option Plan (the "1995 Plan"). These
      options generally vest and become exercisable at the rate of one-fourth on
      the first anniversary of the date of grant and 1/48 per month thereafter
      for each full month of the optionee's continuous employment by Salon.
      Under the 1995 Plan, the Board retains discretion to modify the terms,
      including the price, of outstanding options.

(2)   All options in this table have exercise prices equal to the fair market
      value on the date of grant.

(3)   Potential gains are net of exercise price, but before taxes associated
      with exercise. These amounts represent certain assumed rates of
      appreciation only, based on the Securities and Exchange Commission rules.
      Actual gains, if any, on stock option exercises are dependent on the
      future performance of the Common Stock, overall market conditions and the
      option holder's continued employment through the vesting period. The
      amounts reflected in this table may not necessarily be achieved.

                                       6
<PAGE>

OPTION EXERCISES AND FISCAL 2002 YEAR-END VALUES

            The following table sets forth information concerning unexercised
options to purchase Salon's Common Stock held as of March 31, 2002 by the
persons named in the Summary Compensation Table. There were no exercises of
options by any of the officers named in the Summary Compensation Table during
the fiscal year ended March 31, 2002.

<TABLE><CAPTION>
                                                NUMBER OF SECURITIES                             VALUE OF UNEXERCISED
                                            UNDERLYING UNEXERCISED OPTIONS                       IN-THE-MONEY OPTIONS
                                                AT FISCAL YEAR END(1)                           AT FISCAL YEAR END (2)
                                                ---------------------                           ----------------------

                  NAME                   EXERCISABLE            UNEXERCISABLE            EXERCISABLE             UNEXERCISABLE
                  ----                   -----------            -------------            -----------             -------------
<S>                                        <C>                     <C>                    <C>                      <C>
Michael O'Donnell...............           496,133                 594,251                $    -0-                 $   4,000
David Talbot....................           357,767                 589,117                $    -0-                 $   4,000
Robert O'Callahan...............            60,562                 315,626                $    -0-                 $   2,250
Patrick Hurley..................            60,103                 203,085                $    -0-                 $   1,500
Scott Rosenberg.................            52,457                 199,502                $    -0-                 $   1,500
</TABLE>

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

(1)   Salon's stock options generally vest one-fourth on the first anniversary
      of the date of grant and 1/48 per month thereafter for each full month of
      the optionee's continuous employment by Salon. All options are exercisable
      only to the extent vested.

(2)   The value of the unexercised in-the-money options is based on a fair
      market value of $0.15, the closing price of Salon's Common Stock (on March
      28, 2002 as reported on the NASDAQ SmallCap Market) and is net of the
      exercise price of such options. Does not include options that had an
      exercise price greater than $0.15.




                                       7
<PAGE>

                      EQUITY COMPENSATION PLAN INFORMATION

            The following table provides information about Salon's common stock
that may be issued upon the exercise of options, warrants and rights under all
of Salon's existing equity compensation plans as of March 31, 2002, including
the Salon.com 1995 Stock Option Plan and the 1999 Employee Stock Purchase Plan.

<TABLE><CAPTION>
-------------------------------------- ------------------------------ -------------------- -------------------------------
<S>                                    <C>                            <C>                  <C>

             PLAN CATEGORY                                                                 NUMBER OF SECURITIES REMAINING
                                                                                                  AVAILABLE FOR FUTURE
                                           NUMBER OF SECURITIES TO BE  WEIGHTED-AVERAGE           ISSUANCE UNDER EQUITY
                                               ISSUED UPON EXERCISE    EXERCISE PRICE OF     COMPENSATION PLANS (EXCLUDING
                                             OF OUTSTANDING OPTIONS,  OUTSTANDING OPTIONS,        SECURITIES REFLECTED
                                               WARRANTS AND RIGHTS    WARRANTS AND RIGHTS             IN COLUMN (A))
                                                        (a)                    (b)                         (c)
-------------------------------------- ------------------------------ -------------------- -------------------------------

Equity compensation plans approved by               6,727,815(1)              $1.61                    559,402(1)
security holders                                            0(2)                ---                     417,525(2)

-------------------------------------- ------------------------------ -------------------- -------------------------------
Equity compensation plans not approved                  None                   None                       None
by security holders
-------------------------------------- ------------------------------ -------------------- -------------------------------
Total                                               6,727,815                   n.a.                     976,927
-------------------------------------- ------------------------------ -------------------- -------------------------------
</TABLE>

----------

(1)   Issued under the Salon.com 1995 Stock Option Plan

(2)   Issued under the Salon.com 1999 Employee Stock Purchase Plan. The Plan was
      suspended March 1, 2001.


                                       8
<PAGE>

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

            In November 1996, Salon entered into an Employment Agreement with
Mr. O'Donnell, the Chief Executive Officer and President of Salon. Mr.
O'Donnell's agreement provides for the payment to Mr. O'Donnell of a $175,000
minimum base annual salary and an annual bonus of up to $50,000. Pursuant to the
agreement, Mr. O'Donnell was granted an option under the 1995 Option Plan to
purchase eight percent (8%) of Salon's then outstanding capital stock at a
purchase price of $0.20 per share. The agreement also provides for the following
severance benefits if Mr. O'Donnell's employment with Salon terminates
involuntarily or if Mr. O'Donnell terminates his employment with Salon
voluntarily for "Good Reason." He will be entitled to salary payments until the
earlier of nine (9) months following his termination or until he begins other
employment. If Mr. O'Donnell resigns within one (1) year of a change of control
of Salon because of (a) a decrease in his base salary or a material decrease in
any of his then-existing bonus plans or employee benefits; or (b) a material
adverse change in his title, authority, responsibilities or duties, then he will
be entitled to salary payments until the earlier of nine (9) months following
his resignation or change in title or authority or until he begins other
employment. As of April 2001, Mr. O'Donnell had agreed to an interim 15%
reduction of base salary for an indefinite period.

            In July 2000, Salon entered into an Employment Agreement with Mr.
O'Callahan, the Chief Financial Officer of Salon. Mr. O'Callahan's agreement
provides for the payment to Mr. O'Callahan of a $175,000 minimum base annual
salary and an annual bonus of up to $25,000. Mr. O'Callahan was granted an
option under the 1995 Option Plan to purchase 100,000 shares of Salon's then
outstanding capital stock at the closing price of the stock as of the date of
grant. In case of a company merger, sale or reorganization, and Mr. O'Callahan's
position is eliminated, relocated or reduced he would receive one year's worth
of compensation and one year's accelerated option vesting. As of April 2001, Mr.
O'Callahan had agreed to an interim 15% reduction of base salary for an
indefinite period.

            In January 2002, Salon entered into an Employment Agreement with Ms.
Cheryl Lucanegro, Senior Vice President of Advertising Sales, providing that in
the event of a company merger and elimination of Ms. Lucanegro's position, she
would receive three months of compensation and one year's accelerated option
vesting.

COMPENSATION OF DIRECTORS

            Directors receive no compensation for serving as directors of Salon,
except for Mr. Rosenfield. During the fiscal year ended March 31, 2002, Mr.
Rosenfield was paid directors fees of $7,500 and reimbursement of expenses of
$1,374 for a total of $8,874. Salon granted to Mr. Rosenfield options to
purchase 10,000 shares of Common Stock at an exercise price of $0.35 per share,
and options to purchase 40,000 shares of Common Stock at an exercise price of
$0.14 per share. Salon also granted to Mr. Dougherty options to purchase 10,000
shares of Common Stock at an exercise price of $0.35 per share, and options to
purchase 40,000 shares of Common Stock at an exercise price of $0.14 per share.
Salon also granted to directors Ellis, Fuchs, McKay and Warnock options to
purchase 40,000 shares of Common Stock at an exercise price of $0.14 per share.
The options are subject to vesting over four years. David Talbot and Michael
O'Donnell are executive officers as well as directors, receive no separate
compensation for their service as directors and their compensation is reported
in Executive Compensation.






                                       9
<PAGE>

ITEM 12.  STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

COMMON STOCK AND COMMON STOCK EQUIVALENTS

                The following table sets forth information regarding the
beneficial ownership of Common Stock and Common Stock equivalents of Salon as of
May 14, 2002 (a) by each stockholder who is known by the Company to be the
beneficial owner of more than 5% of the outstanding Common Stock and Common
Stock equivalents or the combined total voting power of all classes of capital
stock of the Company on a fully diluted, as converted basis, (b) by each
director and nominee, (c) by the Chief Executive Officer and the other four most
highly compensated executive officers serving on March 31, 2002 (the "Named
Executive Officers"), and (d) by all executive officers and directors of Salon
as a group.

<TABLE><CAPTION>
                                                                        AMOUNT AND NATURE OF            PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1)                                BENEFICIAL OWNERSHIP(2)           CLASS(3)
---------------------------------------                                -----------------------           --------
<S>                                                                           <C>                         <C>
Adobe Systems Incorporated (4)....................................            6,378,458                   34.7%
345 Park Avenue
San Jose, CA  95126

William R. Hambrecht (5)..........................................            4,988,350                   29.0%
539 Bryant Street, Suite 100
San Francisco, CA  94107

Constellation Venture Capital (6).................................            2,183,765                   13.9%
Bear Stearns Asset Management
575 Lexington Ave.
New York, NY  10022

Rainbow Media Holdings, Inc. (7)..................................            1,125,000                    7.9%
1111 Stewart Ave.
Bethpage, NY  11714

Funds affiliated with Granite Ventures LLC (8)....................              870,706                    6.1%
One Bush Street
San Francisco, CA, 94104

EXECUTIVE OFFICERS AND DIRECTORS
Dr. John Warnock (9)..............................................            3,054,436                   17.7%
Rob McKay (10)....................................................            1,727,629                   11.0%
Michael Fuchs (11)................................................            1,515,000                    9.7%
David Talbot (12).................................................              741,941                    5.1%
Michael O'Donnell (13)............................................              549,611                    3.7%
Scott Rosenberg (14) .............................................              108,022                      *%
Robert O'Callahan (15)............................................               77,184                      *%
Patrick Hurley (16)...............................................               74,497                      *%
James H. Rosenfield (17)..........................................               59,037                      *%
Brian Dougherty (18)..............................................               55,594                      *%
Robert Ellis .....................................................               10,000                      *%
Directors and executive officers as a group (eleven persons)......            7,972,951                   37.1%
*Less than one percent (1%).
</TABLE>

(1)   Unless otherwise noted, the persons named in the table above have sole
      voting and investment power with respect to all shares of Common Stock and
      Common Stock equivalents shown as beneficially owned by them,

                                       10
<PAGE>

      subject to community property laws where applicable and to the information
      contained in the footnotes to this table. Unless otherwise noted, the
      address for each beneficial owner is c/o Salon Media Group, Inc. 22 Fourth
      St., 16th Floor, San Francisco, CA 94103.

(2)   Options granted under the Company's 1995 Stock Option Plan generally vest
      and become exercisable at the rate of one-fourth on the first anniversary
      of the date of grant and 1/48 per month thereafter for each full month of
      the optionee's employment.

(3)   Calculated on the basis of 14,155,276 shares of Common Stock outstanding
      as of May 14, 2002, except that shares of Common Stock underlying options
      exercisable within sixty (60) days of June 14, 2002 shares of Common Stock
      that a shareholder has the right to acquire upon conversion of shares of
      Series A Preferred Stock or Series B Preferred Stock and currently
      exercisable warrants to acquire shares of Common Stock are deemed
      outstanding for purposes of calculating the beneficial ownership of Common
      Stock of the holders of such options and warrants, as applicable.

(4)   Includes 194,177 shares held by Adobe Ventures II, L.P. Includes 2,829,654
      shares of Common Stock that Adobe Systems, Inc. has the right to acquire
      upon conversion of 125 shares of Series B Preferred Stock and 1,414,827
      shares of Common Stock issuable upon exercise of an immediately
      exercisable warrant.

(5)   Mr. Hambrecht has an ownership interest in WR Hambrecht + Co., LLC and is
      the manager of this entity. WR Hambrecht + Co., LLC directly owns
      1,910,000 shares of Common Stock. Mr. Hambrecht directly owns no shares of
      Common Stock. Mr. Hambrecht disclaims beneficial ownership of the shares
      of the Company's Common Stock held directly by the LLC, other than his
      proportionate ownership interest. Includes 2,054,435 shares of Common
      Stock that Mr. Hambrecht has the right to acquire upon conversion of 125
      shares of Series A Preferred Stock and 1,000,000 shares of Common Stock
      issuable upon exercise of an immediately exercisable warrant.

(6)   Consists of 530,192 shares held by Constellation Venture Capital, L.P. and
      114,138 shares held by Constellation Venture Offshore, L.P. Includes
      1,035,435 shares of Common Stock that Constellation Venture Capital has
      the right to acquire upon conversion of 125 shares of Series A Preferred
      Stock and 504,000 shares of Common Stock issuable upon exercise of an
      immediately exercisable warrant.

(7)   Rainbow Media Holdings, Inc. is a subsidiary of Cablevision Systems
      Corporation (NYSE:CVC).

(8)   Consists of 53,617 shares held by Adobe Ventures II, L.P., 273,810 shares
      held by H&Q Salon Investors, L.P., 316,852 shares held by H&Q Adobe
      Ventures Management L.P., 33,317 shares held by H&Q Adobe Ventures
      Management II L.P., 47,700 shares held by Standish O'Grady, 141,160 shares
      issuable upon exercise of warrants held by Adobe Ventures II, L.P. and
      4,250 shares held by Granite Ventures, LLC. Because voting and investment
      decisions concerning the above securities may be made by or in conjunction
      with the other reporting persons, each of the reporting persons may be
      deemed a member of a group that shares voting and dispositive power over
      all of the above securities but disclaims beneficial owner of any
      securities other than those directly held by such reporting person.

(9)   Includes 2,054,436 shares of Common Stock that stockholder has the right
      to acquire upon conversion of 125 shares of Series A Preferred Stock and
      1,000,000 shares of Common Stock issuable upon exercise of an immediately
      exercisable warrant.

(10)  Includes 1,019,000 shares of Common Stock that stockholder has the right
      to acquire upon conversion of 62 shares of Series A Preferred Stock and
      496,000 shares of Common Stock issuable upon exercise of an immediately
      exercisable warrant.

(11)  Includes 1,019,000 shares of Common Stock that stockholder has the right
      to acquire upon conversion of 62 shares of Series A Preferred Stock and
      496,000 shares of Common Stock issuable upon exercise of an immediately
      exercisable warrant.

(12)  Includes 404,941 shares subject to options that may be exercised within
      sixty (60) days of June 14, 2002, includes 2,577 shares held by Camille
      Peri, Mr. Talbot's spouse and a former employee of Salon, and also
      includes 5,154 shares held in trust for the benefit of Mr. Talbot's
      children. Mr. Talbot disclaims beneficial ownership of the shares held
      individually by his spouse and in trust for his children.

(13)  Includes 544,015 shares subject to options that may be exercised within
      sixty (60) days of June 14, 2002.

(14)  Includes 66,793 shares subject to options that may be exercised within
      sixty (60) days of June 14, 2002.

                                       11
<PAGE>

(15)  Includes 77,184 shares subject to options that may be exercised within
      sixty (60) days of June 14, 2002.

(16)  Includes 74,497 shares subject to options that may be exercised within
      sixty (60) days of June 14, 2002.

(17)  Includes 59,037 shares subject to options that may be exercised within
      sixty (60) days of June 14, 2002.

(18)  Includes 25,594 shares subject to options that may be exercised within
      sixty (60) days of June 14, 2002.























                                       12
<PAGE>

SERIES A PREFERRED STOCK
            The following table sets forth information regarding the beneficial
ownership of Salon's Series A Preferred Stock as of May 14, 2002 (a) by each
stockholder who is known by Salon to be the beneficial owner of more than 5% of
the outstanding shares of Series A Preferred Stock, (b) by each director and
nominee, (c) by the Named Executive Officers, and (d) by all executive officers
and directors of Salon as a group.

<TABLE><CAPTION>
                                                                          AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1)                                   BENEFICIAL OWNERSHIP      PERCENT OF CLASS
---------------------------------------                                   --------------------      ----------------
<S>                                                                                 <C>                   <C>

William R. Hambrecht (2)..........................................                  125                   15.5%
539 Bryant Street, Suite 100
San Francisco, CA  94107

John Warnock (3)(7) ..............................................                  125                   15.5%
260 Surrey Place
Los Altos, CA  94022

Shea Ventures LLC (3) ............................................                  125                   15.5%
655 Brea Canyon Rd., Suite 200
Walnut, CA  91788

Wasserstein Adelson Ventures, L.P. (4) ...........................                   63                    7.8%
1301 Avenue of the Americas,  44th Floor
New York, NY  10019

Constellation Venture Capital (5).................................                   63                    7.7%
Bear Stearns Asset Management
575 Lexington Ave.
New York, NY  10022

McKay Investment Group (6)(7) ....................................                   62                    7.7%
303 Sacramento St., 4th Floor
San Francisco, CA  94111

Octavia LLC (6) ..................................................                   62                    7.7%
1735 Union St.
San Francisco, CA  94123

Thomas H. Dittmer Declaration of Trust (6) .......................                   62                    7.7%
150 South Wacker Drive, Suite 950
Chicago, IL  60606

Michael Fuchs (6)(7) .............................................                   62                    7.7%
9 W. 57th St., Suite 4220
New York, NY  10019

Directors and executive officers as a group (three persons).......                  249                   30.8%
</TABLE>

(1)   Unless otherwise noted, the persons named in the table above have sole
      voting and investment power with respect to all shares of Preferred Stock
      shown as beneficially owned by them, subject to community property laws
      where applicable and to the information contained in the footnotes to this
      table. Unless

                                       13
<PAGE>

      otherwise noted, the address for each beneficial owner is c/o Salon Media
      Group, Inc. 22 Fourth St., 16th Floor, San Francisco, CA 94103.

(2)   Shares held by the named stockholder are convertible into 2,054,435 shares
      of Common Stock, subject to adjustment.

(3)   Shares held by the named stockholder are convertible into 2,054,436 shares
      of Common Stock, subject to adjustment.

(4)   Shares held by the named stockholder are convertible into 1,035,436 shares
      of Common Stock, subject to adjustment.

(5)   Shares held by the named stockholder are convertible into 1,035,435 shares
      of Common Stock, subject to adjustment.

(6)   Shares held by the named stockholder are convertible into 1,019,000 shares
      of Common Stock, subject to adjustment.

(7)   Director or related to director. Except as indicated in the table above,
      no other director or Named Executive Officer beneficially owns shares of
      Series A Preferred Stock.

SERIES B PREFERRED STOCK

            The following table sets forth information regarding the beneficial
ownership of Salon's Series B Preferred Stock as of March 31, 2002 (a) by each
stockholder who is known by Salon to be the beneficial owner of more than 5% of
the outstanding shares of Series B Preferred Stock, (b) by each director and
nominee, (c) by the Named Executive Officers, and (d) by all executive officers
and directors of Salon as a group.

<TABLE><CAPTION>
                                                                            AMOUNT AND NATURE OF       PERCENT OF CLASS
NAME AND ADDRESS OF BENEFICIAL OWNER                                        BENEFICIAL OWNERSHIP       GRAPHIC OMITTED]
------------------------------------                                        --------------------       ----------------
<S>                                                                                 <C>                    <C>
Adobe Systems Incorporated (1)....................................                  125                    100.0%
345 Park Avenue
San Jose, CA  95126
Directors and executive officers as a group (2)...................                   0                         0%
</TABLE>

(1)   Shares held by the named stockholder are convertible into 2,829,654 shares
      of Common Stock, subject to adjustment.

(2)   Except as indicated in the table above, no director or Named Executive
      Officer beneficially owns shares of Series B Preferred Stock.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

            None of Salon's executive officers have served as a member of the
Compensation Committee or Board of Directors of any other entity which has an
executive officer serving as a member of Salon's Board of Directors.

                                       14
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            In March 2000, Salon entered into a publishing and joint-marketing
agreement with Arnoldo Mondadori Editore, of which Leonardo Mondadori is a
principal shareholder. Mr. Mondadori was a Board member until August 2001.

            On October 10, 2000, Salon loaned David Talbot $75,179 on account
stated with agreed 6.3% annual interest. $1,424.80 in interest has been paid to
date; the current account balance stands at $80,722.64.

            In October 2001, Salon entered into a month-to-month sublease
agreement with an investor for office space in New York, NY and received $68,000
in rent income during the year ended March 31, 2002.

            On August 9, 2001, Salon completed a private placement sale of 622
shares of its Series A Preferred Stock. On September 13, 2001, Salon sold an
additional 190 shares of Series A Preferred Stock. Copies of the relevant
documents for this private placement of the Series A Securities were filed for
the first closing as exhibits to the Company's Report on Form 8-K filed with the
Securities and Exchange Commission on August 20, 2001, and were filed for the
second closing as exhibits to the Company's Report on Form 8-K filed with the
Securities and Exchange Commission on September 25, 2001. Salon directors Dr.
John Warnock and Michael Fuchs purchased Series A Preferred Stock. Director Rob
McKay is associated with a purchaser of Series A Preferred Stock.

            On March 7, 2002, Salon completed a private placement sale of 125
shares of its Series B Preferred Stock. Copies of the relevant documents for
this private placement of the Series B Securities were filed as exhibits to the
Company's Report on Form 8-K filed with the Securities and Exchange Commission
on March 13, 2002. The Series B Securities were issued in connection with a
private equity financing to Adobe Systems, Inc. Salon Director Dr. John Warnock
is Co-Chairman of the Board of Adobe Systems, Inc.

            On July 24, 2002, Salon sold and issued convertible promissory notes
and warrants to a group of investors (the "Bridge Financing"), including Salon
directors Dr. John Warnock, Rob McKay and Brian Dougherty. In connection with
the Bridge Financing, Dr. Warnock, Mr. KcKay and Mr. Dougherty invested
$198,690, $116,845, and $50,000, respectively, and were issued warrants to
purchase 99,345, 58,423 and 25,000 shares respectively. The Bridge Financing was
approved by a special committee comprised of disinterested directors of Salon's
board of directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

            Section 16(a) of the Securities Exchange Act of 1934 requires
Salon's executive officers, directors and persons who beneficially own more than
10% of Salon's Common Stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("SEC"). Such
persons are required by SEC regulations to furnish Salon with copies of all
Section 16(a) forms filed by such persons.

            Based solely on Salon's review of such forms furnished to Salon and
written representations from certain reporting persons, Salon believes that all
filing requirements applicable to Salon's executive officers, directors and more
than ten percent (10%) stockholders were complied with.


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

          None

                                       15
<PAGE>

                                   FORM 10-K/A

                                 AMENDMENT NO. 1

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

                                     SALON MEDIA GROUP, INC.

                                     By: /s/  Michael O' Donnell
                                         ---------------------------------------
                                         Michael O'Donnell
                                         Chief Executive Officer and President

                                         Date:  July 25, 2002

            Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

        Signature                       Title                        Date
---------------------------   --------------------------------    -------------

     /s/ David Talbot         Chairman of the Board,              July 25, 2002
---------------------------
       David Talbot           Editor-in-Chief

  /s/ Michael O' Donnell      Chief Executive Officer,            July 25, 2002
---------------------------
    Michael O'Donnell         President and Director
                              (Principal Executive Officer)

  /s/ Robert O'Callahan       Chief Financial Officer,            July 25, 2002
---------------------------
    Robert O'Callahan         Treasurer and Director
                              (Principal Financial Officer)

   /s/ Brian Dougherty        Director                            July 25, 2002
---------------------------
     Brian Dougherty

   /s/ Dr. John Warnock       Director                            July 25, 2002
---------------------------
     Dr. John Warnock

     /s/ Robert Ellis         Director                            July 25, 2002
---------------------------
       Robert Ellis

      /s/ Rob McKay           Director                            July 25, 2002
---------------------------
        Rob McKay

 /s/ James H. Rosenfield      Director                            July 25, 2002
---------------------------
   James H. Rosenfield

                              Director                            July 25, 2002
---------------------------
      Michael Fuchs


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