================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A

  [X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
            EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2003

                                       OR

  [_]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
            EXCHANGE ACT OF 1934

             FOR THE TRANSITION PERIOD FROM __________ TO __________

                         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. [_]

Indicate by check mark whether the registrant is an accelerated filer as defined
in Rule 12b-2 of the Act. Yes [_] No [X]

The aggregate market value of the voting stock held by non-affiliates of the
registrant, based on the closing sale price of the registrant's common stock on
September 30, 2002 was approximately $320,000. Shares of common stock held by
each then current executive officer and director and by each person who is known
by the registrant to own 5% or more of the outstanding common stock have been
excluded from this computation in that such persons may be deemed to have been
affiliates of Salon. This determination of affiliate status is not a conclusive
determination for other purposes.

The number of outstanding shares of the Registrant's Common Stock, par value
$0.001 per share, on June 9, 2003 was 14,155,276 shares.

================================================================================
<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, 2003 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, 2003 are as
follows:

Name                      Age Position
------------------------- --- --------------------------------------------------
David Talbot               51 Chairman of the Board, Editor-in-Chief
Michael O'Donnell          39 Chief Executive Officer, President, Director
Elizabeth Hambrecht(4)     40 Chief Financial Officer, Treasurer and Secretary
Robert O'Callahan(6)       52 Chief Financial Officer, Treasurer and Secretary
                              (former)
Scott Rosenberg            43 Senior Vice President, Editorial Operations
Patrick Hurley             41 Senior Vice President, Business Operations
George Hirsch(5)           68 Director
Brian Dougherty(3)         47 Director
Dr. John Warnock(1)        62 Director
Robert Ellis               67 Director
Rob McKay(1)               39 Director
James H. Rosenfield(2)     74 Director
Michael Fuchs(2)           57 Director

   (1)   Member of Audit Committee
   (2)   Member of Compensation Committee
   (3)   Resigned April 28, 2003
   (4)   Approved as officer effective May 2, 2003
   (5)   Director effective April 3, 2003
   (6)   Employment terminated in May 2003

         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 and Director 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

                                       2
<PAGE>

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.

         ELIZABETH HAMBRECHT has served as Salon's Chief Financial Officer,
Treasurer and Secretary since May 2003. From 1999 to March 2003, she was the
co-founder and Director of Asiacontent.com. From 1997 to 2000 she was the
co-founder, Chief Financial Officer and Director of Boom.com. From 1992 to 1995
she was Executive Director at Goldman Sachs (Hong Kong) Ltd. From 1987 to 1992
she was Assistant Director at Barings Securities (Hong Kong) Ltd. Ms Hambrecht
holds a Bachelor of Arts degree in history from Vassar College.

         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.

         GEORGE HIRSCH has served as a Director of Salon since April 2003. In
1978 he was the founding publisher of THE RUNNER magazine and served as its
President through 1987, at which time Rodale Inc., the publisher of RUNNER'S
WORLD, acquired it. Since 1987 he has held various positions with Rodale, Inc.,
including Worldwide Publisher of RUNNER'S WORLD, Publishing Director of MEN'S
HEALTH, and Director of International Magazines. Currently he is Worldwide
Publisher Emeritus of RUNNER'S WORLD and MEN'S HEALTH magazines. In 1973 he was
founding publisher of NEW TIMES magazine and served as its President through
1979. In 1967 he was the founding publisher NEW YORK magazine and served as its
President through 1971. From 1962 through 1967 he held various positions with
Time Inc. Mr. Hirsch holds a Masters in Business Administration from the Harvard
University and a B.A. in History from Princeton University.

         BRIAN DOUGHERTY served as a Director of Salon from November 1999
through April 2003. Mr. Dougherty was the founder, Chairman and Chief Technology
Officer for Wink Communications, a publicly traded company that provided 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

                                       3
<PAGE>

investor of  XOOM.com  (XMCM)  that 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 has
served as 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 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, 2001, March 31, 2002 and March 31, 2003
of the Chief Executive Officer and the four other most highly compensated
current and former executive officers.

                           SUMMARY COMPENSATION TABLE

<TABLE><CAPTION>
                                             ANNUAL COMPENSATION           LONG TERM
                                             -------------------          COMPENSATION
                                                                             AWARDS
                                                                           ----------
                                                                           SECURITIES
                                                                           UNDERLYING      ALL OTHER
       NAME AND PRINCIPAL POSITION       YEAR     SALARY       BONUS(1)     OPTIONS      COMPENSATION
       ---------------------------       ----     ------       --------     -------      ------------
<S>                                      <C>     <C>          <C>           <C>            <C>
Michael O'Donnell....................... 2003    $191,250     $    -0-         --          $   -0-
   President and Chief Executive         2002    $191,250     $    -0-      440,000        $   -0-
   Officer                               2001    $225,000     $    -0-      140,384        $   -0-

David Talbot............................ 2003    $191,250     $    -0-         --          $   -0-
   Chairman and Editor in Chief          2002    $191,250     $    -0-      440,000        $   -0-
                                         2001    $225,000     $    -0-      131,884        $   -0-

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

Patrick Hurley.......................... 2003    $148,750     $  1,711         --          $   -0-
   Senior Vice President - Business      2002    $148,750     $    -0-      165,000        $   -0-
   Operations                            2001    $146,054     $    -0-       48,188        $   -0-

Scott Rosenberg......................... 2003    $148,750     $  1,711         --          $   -0-
   Senior Vice President - Editorial     2002    $148,750     $    -0-      170,000        $   -0-
   Operations                            2001    $151,317     $    -0-       40,188        $   -0-
</TABLE>

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

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

STOCK OPTIONS GRANTED IN FISCAL 2003

         None of the individuals named in the Summary Compensation Table
received any option grants during the fiscal year ended March 31, 2003.


                                       5
<PAGE>

OPTION EXERCISES AND FISCAL 2003 YEAR-END VALUES

         The following table sets forth information concerning unexercised
options to purchase Salon's Common Stock held as of March 31, 2003 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, 2003.


<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.......        756,246            334,138            $   -0-        $     -0-
  David Talbot............        615,756            331,128            $   -0-        $     -0-
  Robert O'Callahan (3)...        180,666            195,522            $   -0-        $     -0-
  Patrick Hurley..........        142,480            120,708            $   -0-        $     -0-
  Scott Rosenberg.........        133,805            118,154            $   -0-        $     -0-
</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 $0.06, the closing price of Salon's Common Stock on March
      28, 2002 as reported on the Over-The-Counter (OTC) Bulletin Board and is
      net of the exercise price of such options. It does not include options
      that had an exercise price greater than $0.06.

(3)   Robert O'Callahan left Salon in May 2003 and did not exercise any of these
      options.




                                       6
<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, 2003, 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 TO       WEIGHTED-AVERAGE        NUMBER OF SECURITIES
                                   BE ISSUED UPON EXERCISE      EXERCISE PRICE OF      REMAINING AVAILABLE FOR
                                   OF OUTSTANDING OPTIONS,     OUTSTANDING OPTIONS,     FUTURE ISSUANCE UNDER
                                     WARRANTS AND RIGHTS       WARRANTS AND RIGHTS       EQUITY COMPENSATION
                                                                                           PLANS, EXCLUDING
                                                                                       SECURITIES REFLECTED IN
                                                                                              COLUMN (A)

                                             (A)                       (B)                       (C)
------------------------------------------------------------------------------------------------------------------

Equity compensation plans               6,136,087 (1)                 $1.62                 1,151,182 (1)
approved by security                            0 (2)                                         417,525 (2)
holders
------------------------------------------------------------------------------------------------------------------

Equity compensation plans                   None                       None                      None
not approved by security
holders
                                ----------------------------------------------------------------------------------
Total                                     6,136,087                    N/A                    1,568,707
------------------------------------------------------------------------------------------------------------------
</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.

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.

                                       7
<PAGE>

COMPENSATION OF DIRECTORS

         Directors receive no compensation for serving as directors of Salon,
except for Mr. Rosenfield. During the fiscal year ended March 31, 2003, Mr.
Rosenfield was paid a directors' fee of $5,000 and reimbursement of expenses of
$2,907 for a total of $7,907.

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 June 30,
2003 (a) by each stockholder who is known by Salon 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 Salon 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, 2003 (the "Named Executive Officers"), and (d) by all
executive officers and directors of Salon as a group.

<TABLE><CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER(1)                            AMOUNT AND NATURE OF    PERCENT OF
                                                                 BENEFICIAL OWNERSHIP(2)    CLASS(3)
--------------------------------------------------------------   -----------------------    --------
<S>                                                                     <C>                        <C>
William R. Hambrecht (4)......................................          6,804,542                  35.7%
539 Bryant Street, Suite 100
San Francisco, CA  94107

Adobe Systems Incorporated (5)................................          6,378,458                  34.7%
345 Park Avenue
San Jose, CA  95126

Shea Ventures LLC (6).........................................          3,721,281                  20.8%
655 Brea Canyon Road, Suite 200
Walnut, CA 91788

Constellation Venture Capital (7).............................          2,183,765                  13.9%
Bear Stearns Asset Management
575 Lexington Ave.
New York, NY  10022

Wasserstein Adelson Ventures LP (8)...........................          2,054,900                  13.1%
1301 Avenue of the Americas, 44th Floor
New York, NY 10019

Octavia LLC(9)................................................          1,548,423                   9.9%
1735 Union Street
San Francisco, CA 94123

Thomas H. Dittmer Declaration of Trust (10)...................          1,515,000                   9.7%
150 South Wacker Drive, Suite 950
Chicago, IL 60606
</TABLE>
                                       8
<PAGE>

<TABLE><CAPTION>
                                                                   AMOUNT AND NATURE OF    PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) - CONTINUED              BENEFICIAL OWNERSHIP(2)    CLASS(3)
--------------------------------------------------------------   -----------------------    --------
<S>                                                                     <C>                         <C>
Rainbow Media Holdings, Inc. (11) ............................          1,125,000                   7.9%
1111 Stewart Ave.
Bethpage, NY  11714

Funds affiliated with Granite Ventures LLC (12)...............            795,007                   5.6%
One Bush Street
San Francisco, CA, 94104


EXECUTIVE OFFICERS AND DIRECTORS
Dr. John Warnock (13).........................................          5,481,303                  28.0%
Rob McKay (14)................................................          1,804,386                  11.5%
Michael Fuchs (15)............................................          1,533,334                   9.8%
David Talbot (16).............................................          1,038,229                   7.0%
Michael O'Donnell (17)........................................            848,230                   5.7%
Robert O'Callahan (18)........................................            210,146                   1.5%
Scott Rosenberg (19) .........................................            198,020                   1.4%
Patrick Hurley (20)...........................................            166,125                   1.2%
Brian Dougherty (21)..........................................             81,770                     *%
James H. Rosenfield (22)......................................             87,979                     *%
Robert Ellis (23) ............................................             28,334                     *%
Directors and executive officers as a group (eleven persons)           11,477,856                  46.0%
*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, 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 Salon'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 June 30, 2003, shares of Common Stock underlying options exercisable
      within sixty (60) days of June 30, 2003, 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. Excludes potential
      dilution of the future conversion of convertible promissory notes with no
      fixed conversion price issued to William Hambrecht, Ironstone Group, Inc.,
      Shea Ventures, Octavia LLC, and Dr. John Warnock.

(4)   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 Salon'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 1,340,107 shares of Common Stock
      issuable upon exercise of immediately exercisable warrants. Includes
      1,500,000 shares of Common Stock issuable upon exercise of immediately
      exercisable warrants by Ironstone Group, Inc., which Mr. Hambrecht is a
      shareholder of.

                                       9
<PAGE>
(5)   Includes 2,829,654 shares of Common Stock that stockholder 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.

(6)   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
      1,366,845 shares of Common Stock issuable upon exercise of immediately
      exercisable warrants. Includes 300,000 shares of Common Stock that a trust
      controlled by the stockholder may be immediately issued upon exercise of
      an immediately exercisable warrant.

(7)   Consists of 530,192 shares of Common Stock 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 63 shares of Series A
      Preferred Stock and 504,000 shares of Common Stock issuable upon exercise
      of an immediately exercisable warrant.

(8)   Consists of 515,464 shares of Common Stock held by stockholder. Includes
      1,035,436 shares of Common Stock that stockholder has the right to acquire
      upon conversion of 63 shares of Series A Preferred Stock and 504,000
      shares of Common Stock issuable upon exercise of an immediately
      exercisable warrant.

(9)   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
      529,423 shares of Common Stock issuable upon exercise of immediately
      exercisable warrants.

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

(12)  Consists of 53,617 shares of Common Stock held by Adobe Ventures II, LP,
      198,062 shares held by H&Q Salon Investors, LP, 316,851 shares held by H&Q
      Adobe Ventures Management LP, 33,367 shares held by H&Q Adobe Ventures
      Management II LLC., 47,700 shares held by Standish O'Grady, 4,250 shares
      held by Granite Ventures, LLC and 141,160 shares issuable upon exercise of
      warrants held by Adobe Ventures II, LP. 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.

(13)  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
      3,349,345 shares of Common Stock issuable upon exercise of immediately
      exercisable warrants. Includes 18,334 shares subject to options that may
      be exercised within sixty (60) days of June 30, 2003.

(14)  Mr. McKay is the managing partner of the McKay Investment Group. Includes
      1,019,000 shares of Common Stock that the McKay Investment Group 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. Includes 18,334 shares subject to options
      that may be exercised within sixty (60) days of June 30, 2003 and 58,423
      shares of Common Stock issuable upon exercise of an immediately
      exercisable warrant by Mr. McKay.

(15)  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. Includes 18,334 shares subject to options that may be
      exercised within sixty (60) days of June 30, 2003.

(16)  Includes 701,229 shares subject to options that may be exercised within
      sixty (60) days of June 30, 2003, 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.

(17)  Includes 842,634 shares subject to options that may be exercised within
      sixty (60) days of June 30, 2003.

                                       10
<PAGE>
(18)  Includes 210,146 shares subject to options that may be exercised within
      sixty (60) days of June 30, 2003. Mr. O'Callahan served as Salon's Chief
      Financial Officer, Treasurer and Secretary until May 2003.

(19)  Includes 156,791 shares subject to options that may be exercised within
      sixty (60) days of June 30, 2003.

(20)  Includes 166,125 shares subject to options that may be exercised within
      sixty (60) days of June 30, 2003.

(21)  Includes 56,770 shares subject to options that may be exercised within
      sixty (60) days of June 30, 2003 and 25,000 shares of Common Stock
      issuable upon an immediately exercisable warrant. Mr. Dougherty was a
      Director until April 2003.

(22)  Includes 87,979 shares subject to options that may be exercised within
      sixty (60) days of June 30, 2003.

(23)  Includes 18,334 shares subject to options that may be exercised within
      sixty (60) days of June 30, 2003.




































                                       11
<PAGE>

SERIES A PREFERRED STOCK

         The following table sets forth information regarding the beneficial
ownership of Salon's Series A Preferred Stock as of March 31, 2003 (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     PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1)                           BENEFICIAL OWNERSHIP       CLASS
-------------------------------------------------------------     --------------------       -----
<S>                                                                       <C>                 <C>
William R. Hambrecht (2)(8)..................................             125                 15.5%
539 Bryant Street, Suite 100
San Francisco, CA  94107

Dr. 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

                                       12
<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.

(8)      Related to the Chief Financial Officer, Treasurer and Secretary as of
         this filing.




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, 2003 (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
NAME AND ADDRESS OF BENEFICIAL OWNER                            BENEFICIAL OWNERSHIP           CLASS
----------------------------------------------------------      --------------------           -----

<S>                                                                     <C>                        <C>
Adobe Systems Inc. (1)....................................              125                        100.0%
345 Park Avenue
San Jose, CA  95126
Directors and executive officers as a group (2)...........               0                         100.0%
</TABLE>

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

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

(2)      No director or Named Executive Officer beneficially owns shares of
         Series B Preferred Stock. However, Salon Director Dr. John Warnock is
         the Co-Chairman of the Board of Adobe Systems Inc. and disclaims
         beneficial ownership of the shares of Series B Preferred stock held by
         Adobe Systems Inc.



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 that has an
executive officer serving as a member of Salon's Board of Directors.




                                       13
<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 was a
principal shareholder. Mr. Mondadori was a Board member until August 2001.

         On October 10, 2000, Salon loaned David Talbot $75,179 with an agreed
6.3% annual interest rate with no due date. $1,424.80 in interest has been paid
to date; the current account balance stands at $85,458.93.

         In October 2001, Salon entered into a month-to-month sublease agreement
with an investor for office space in New York, NY and received $57,000 and
$68,000 in rent income during the years ended March 31, 2003 and March 31, 2002,
respectively.

         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 Salon'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 Salon'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
Salon'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 of common stock respectively. The
Bridge Financing was approved by a special committee comprised of disinterested
directors of Salon's board of directors. Brian Dougherty was a Board member
until April 2003.

         On October 3, 2002 Salon sold an unsecured promissory note for $200,000
to Salon director Dr. John Warnock. Salon sold and issued convertible promissory
notes and warrants to director Dr. John Warnock on January 26, 2003, March 18,
2003 and March 25, 2003 for $100,000, $100,000 and $100,000, respectively, and
issued warrants to purchase 150,000, 300,000, and 300,000 shares, respectively.
These financings were approved by a special committee comprised of disinterested
directors of Salon's board of directors.

         Subsequent to March 31, 2003, Salon hired Elizabeth Hambrecht as
Salon's Chief Financial Officer, Treasurer and Secretary. Ms. Hambrecht is the
daughter of William R. Hambrecht. 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 Salon Common Stock. Mr. Hambrecht directly
owns no shares of Common Stock. Mr. Hambrecht disclaims beneficial ownership of
the shares of Salon's Common Stock held directly by the LLC, other than his
proportionate ownership interest. Mr. Hambrecht has the right to acquire
2,054,435 shares of Common Stock of Salon upon conversion of 125 shares of
Series A Preferred Stock and 1,000,000 shares of Common Stock issuable upon
exercise of immediately exercisable warrants. On July 24, 2002, Salon sold and
issued convertible promissory notes and warrants to a group of investors,
including Mr. Hambrecht. In connection with this financing, Mr. Hambrecht
invested $80,214 and was issued warrants to purchase 40,107 shares of common
stock. Mr. Hambrecht has an ownership interest in Ironstone Group, Inc. Through
March 31, 2003 Ironstone Group, Inc invested $300,000 and acquired from Salon
convertible promissory notes and warrants. The warrants entitle Ironstone Group,
Inc. to immediately purchase 900,000 shares of Salon Common Stock.

                                       14
<PAGE>

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, except for Form 4 for
Dr. John Warnock for warrants acquired on January 26, 2003, March 18, 2003 and
March 25, 2003 was filed June 2003.


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


         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/ Michael O' Donnell      Chief Executive Officer,             July 29, 2003
----------------------------  President and Director
     Michael O'Donnell        (Principal Executive Officer)


  /s/ Elizabeth Hambrecht     Chief Financial Officer, Secretary,  July 29, 2003
----------------------------  Treasurer and Director
    Elizabeth Hambrecht       (Principal Financial Officer)







                                       16
<PAGE>


                                 CERTIFICATIONS
I, Michael O'Donnell, certify that:

1. I have reviewed this annual report on Form 10-K/A of Salon Media Group, Inc.;

2. Based on my knowledge, this annual 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 periods covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;

4. The registrant's other certifying officer 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 annual 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
      annual report (the "Evaluation Date"); and

      c) Presented in this annual 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 officer 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 officer and I have indicated in this annual
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: July 29, 2003

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

                                       17
<PAGE>

I, Elizabeth Hambrecht, certify that:

1. I have reviewed this annual report on Form 10-K/A of Salon Media Group, Inc.;

2. Based on my knowledge, this annual 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 periods covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;

4. The registrant's other certifying officer 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 annual 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
      annual report (the "Evaluation Date"); and

      c) Presented in this annual 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 officer 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 officer and I have indicated in this annual
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: July 29, 2003

/s/ Elizabeth Hambrecht
--------------------------------------
Elizabeth Hambrecht
Chief Financial Officer, Secretary and Treasurer

                                       18