<PAGE>

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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                  FORM 10-Q/A
                              AMENDMENT NO. 1 TO

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the quarter ended September 30, 2000

                          Commission File No. 0-21935

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

                               Modem Media, Inc.
            (Exact name of registrant as specified in its charter)

               Delaware                              06-1464807
    (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                     Number)

                                230 East Avenue
                               Norwalk, CT 06855
                                (203) 299-7000
             (Address of principal executive offices and zip code)

  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past 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. [_]

  There were 24,881,005 shares of the Registrant's Common Stock, $.001 par
value, outstanding as of October 31, 2000.

-------------------------------------------------------------------------------
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<PAGE>

Explanatory Note:

Modem Media files this amendment to amend its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2000 to include additional information
concerning the acquisition of Vivid Holdings, Inc., which is set forth in Part
I, Item 2 - "Management's Discussion and Analysis of Financial Conditions and
Results of Operations." This Form 10-Q was originally filed on November 13, 2000
and sets forth the text of the Form 10-Q as amended. All statements in this
amended Form 10-Q are made as of November 13, 2000, the original filing date for
the Form 10-Q.

<PAGE>

                                     INDEX

<TABLE>
<CAPTION>
                                      Description                            Page
                                      -----------                            ----
 <C>        <S>                                                              <C>
 PART I. FINANCIAL INFORMATION

    Item 1. Financial Statements
            Condensed Consolidated Balance Sheets as of September 30, 2000
             and December 31, 1999........................................     1
            Condensed Consolidated Statements of Operations for the three
             and nine months ended September 30, 2000 and 1999............     2
            Condensed Consolidated Statements of Cash Flows for the nine
             months ended September 30, 2000 and 1999.....................     3
            Notes to Condensed Consolidated Financial Statements..........     4
    Item 2. Management's Discussion and Analysis of Financial Condition
            and Results of Operations.....................................     9

 PART II. OTHER INFORMATION

    Item 1. Legal Proceedings.............................................    17
    Item 2. Changes in Securities and Use of Proceeds.....................    17
    Item 3. Defaults Upon Senior Securities...............................    17
    Item 4. Submission of Matters to a Vote of Security Holders...........    17
    Item 5. Other Information.............................................    17
    Item 6. Exhibits and Reports on Form 8-K..............................    17
            Signatures....................................................    18
</TABLE>

                                       i
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                       MODEM MEDIA, INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                     September
                                                        30,       December 31,
                                                        2000          1999
                                                    ------------  ------------
                                                    (unaudited)
<S>                                                 <C>           <C>
                      ASSETS
Current assets:
  Cash and cash equivalents........................ $ 26,444,000  $ 30,265,000
  Short-term investments...........................      143,000    16,859,000
  Accounts receivable, net.........................   27,220,000    18,090,000
  Unbilled revenues................................    6,613,000     2,066,000
  Deferred income taxes............................    1,423,000     1,004,000
  Prepaid expenses and other current assets........    5,309,000     2,967,000
                                                    ------------  ------------
    Total current assets...........................   67,152,000    71,251,000

Noncurrent assets:
  Property and equipment, net......................   21,925,000    14,192,000
  Goodwill, net....................................  108,799,000    55,742,000
  Deferred income taxes............................    4,296,000       602,000
  Other assets.....................................    6,367,000     3,945,000
                                                    ------------  ------------
    Total noncurrent assets........................  141,387,000    74,481,000
                                                    ------------  ------------
    Total assets................................... $208,539,000  $145,732,000
                                                    ============  ============
       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable................................. $  6,141,000  $  5,346,000
  Pre-billed media.................................    7,134,000     6,639,000
  Advance billings.................................    4,760,000     2,736,000
  Deferred revenues................................    5,137,000     4,125,000
  Accrued expenses and other current liabilities...   21,074,000    14,718,000
                                                    ------------  ------------
    Total current liabilities......................   44,246,000    33,564,000

Other liabilities..................................    2,345,000       692,000

Stockholders' equity:
  Preferred stock, $.001 par value, 5,000,000
   shares authorized, none issued and outstanding..          --            --
  Common stock, $.001 par value, 145,000,000 shares
   authorized, 25,061,309 and 12,115,970 shares
   issued, respectively............................       25,000        12,000
  Common stock, Class B, $.001 par value, -0- and
   11,116,326 shares authorized, -0- and 11,116,326
   shares issued and outstanding, respectively.....          --         11,000
  Paid-in capital..................................  185,325,000   121,151,000
  Accumulated deficit..............................  (21,121,000)   (8,604,000)
  Treasury stock, 197,849 and 184,834 shares of
   common stock, at cost, respectively.............   (1,191,000)   (1,118,000)
  Accumulated other comprehensive income...........   (1,090,000)       24,000
                                                    ------------  ------------
    Total stockholders' equity.....................  161,948,000   111,476,000
                                                    ------------  ------------
    Total liabilities and stockholders' equity..... $208,539,000  $145,732,000
                                                    ============  ============
</TABLE>

           See notes to condensed consolidated financial statements.

                                       1
<PAGE>

                       MODEM MEDIA, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                               Three Months Ended        Nine Months Ended
                                  September 30,            September 30,
                             ------------------------ -------------------------
                                2000         1999         2000         1999
                             -----------  ----------- ------------  -----------
                                   (unaudited)              (unaudited)
<S>                          <C>          <C>         <C>           <C>
Revenues...................  $37,788,000  $21,121,000 $ 99,150,000  $49,546,000
Cost of revenues...........   19,187,000    9,063,000   51,338,000   22,380,000
                             -----------  ----------- ------------  -----------
Gross profit...............   18,601,000   12,058,000   47,812,000   27,166,000
Operating expenses:
  Sales and marketing......    1,304,000      421,000    4,486,000    1,198,000
  General and
   administrative..........   15,790,000    7,992,000   42,591,000   20,319,000
  Write-off of offering-
   related costs...........          --           --       722,000          --
  Amortization of
   goodwill................    4,136,000      756,000   11,274,000    2,065,000
                             -----------  ----------- ------------  -----------
    Total operating
     expenses..............   21,230,000    9,169,000   59,073,000   23,582,000
                             -----------  ----------- ------------  -----------
Operating (loss) income....   (2,629,000)   2,889,000  (11,261,000)   3,584,000
Interest income, net.......      427,000      565,000    1,408,000    1,406,000
                             -----------  ----------- ------------  -----------
(Loss) income before income
 taxes.....................   (2,202,000)   3,454,000   (9,853,000)   4,990,000
Provision for income
 taxes.....................    1,593,000    2,146,000    2,664,000    3,574,000
                             -----------  ----------- ------------  -----------
Net (loss) income..........  $(3,795,000) $ 1,308,000 $(12,517,000) $ 1,416,000
                             ===========  =========== ============  ===========
Net (loss) income per
 share:
  Basic....................  $     (0.15) $      0.06 $      (0.52) $      0.07
                             ===========  =========== ============  ===========
  Diluted..................  $     (0.15) $      0.06 $      (0.52) $      0.06
                             ===========  =========== ============  ===========
Weighted-average number of
 common shares outstanding:
  Basic....................   24,652,000   22,340,000   24,266,000   21,138,000
                             ===========  =========== ============  ===========
  Diluted..................   24,652,000   23,624,000   24,266,000   22,344,000
                             ===========  =========== ============  ===========
</TABLE>



           See notes to condensed consolidated financial statements.

                                       2
<PAGE>

                       MODEM MEDIA, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                        Nine Months Ended
                                                          September 30,
                                                    --------------------------
                                                        2000          1999
                                                    ------------  ------------
                                                           (unaudited)
<S>                                                 <C>           <C>
Cash flows from operating activities:
 Net (loss) income................................. $(12,517,000) $  1,416,000
 Adjustments to reconcile net (loss) income to net
  cash (used in) provided by operating activities:
  Depreciation.....................................    4,239,000     2,589,000
  Amortization of goodwill.........................   11,274,000     2,065,000
  Provision for doubtful accounts..................      833,000       240,000
  Loss on disposal of equipment....................      226,000       201,000
  Other, net.......................................    2,516,000           --
  Changes in assets and liabilities:
   Accounts receivable.............................   (9,285,000)     (421,000)
   Unbilled revenues...............................   (4,655,000)   (2,875,000)
   Other current assets............................   (2,078,000)     (741,000)
   Accounts payable, accrued expenses and other
    current liabilities............................    3,213,000     3,154,000
   Pre-billed media................................      555,000    (1,361,000)
   Advance billings................................    2,044,000       368,000
   Deferred revenues...............................    1,048,000    (2,229,000)
   Other, net......................................       28,000    (2,042,000)
                                                    ------------  ------------
    Net cash (used in) provided by operating
     activities....................................   (2,559,000)      364,000
Cash flows from investing activities:
  Purchases of property and equipment..............  (11,199,000)   (6,285,000)
  Acquisitions, net of cash acquired...............  (11,162,000)   (1,419,000)
  Purchases of short-term investments..............     (127,000)  (14,800,000)
  Maturities of short-term investments.............   16,859,000           --
                                                    ------------  ------------
    Net cash used in investing activities..........   (5,629,000)  (22,504,000)
Cash flows from financing activities:
  Proceeds from initial public offering............          --     43,459,000
  Funding to True North............................      (15,000)   (3,297,000)
  Repayments of note payable.......................     (508,000)          --
  Purchases of treasury stock......................      (73,000)     (759,000)
  Principal payments made under capital lease
   obligations.....................................     (274,000)     (295,000)
  Exercises of stock options.......................    5,129,000     4,207,000
                                                    ------------  ------------
    Net cash provided by financing activities......    4,259,000    43,315,000
                                                    ------------  ------------
Effect of exchange rates on cash and cash
 equivalents.......................................      108,000       (84,000)
                                                    ------------  ------------
Net (decrease) increase in cash and cash
 equivalents.......................................   (3,821,000)   21,091,000
Cash and cash equivalents, beginning of the
 period............................................   30,265,000     7,824,000
                                                    ------------  ------------
Cash and cash equivalents, end of the period....... $ 26,444,000  $ 28,915,000
                                                    ============  ============
</TABLE>

           See notes to condensed consolidated financial statements.

                                       3
<PAGE>

                      MODEM MEDIA, INC. AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Summary of Significant Accounting Policies

  Nature of Operations--Modem Media, Inc. ("Modem Media" or the "Company") is
a leading Internet professional services firm focused on conceiving,
developing and distributing customer-focused Internet solutions for Fortune
500 and select online businesses. Headquartered in Norwalk, CT, the Company
has offices in New York City, San Francisco, Toronto, London, Paris, Munich,
Tokyo, Hong Kong and Sao Paulo.

  Basis of Presentation--The condensed consolidated balance sheet as of
September 30, 2000, the condensed consolidated statements of operations for
the three and nine months ended September 30, 2000 and 1999 and the condensed
consolidated statements of cash flows for the nine months ended September 30,
2000 and 1999, are unaudited. The unaudited condensed consolidated financial
statements reflect all adjustments (consisting only of normal recurring
adjustments), that are, in the opinion of management, necessary for a fair
presentation of the Company's financial position and results of operations.
The operating results for the three and nine months ended September 30, 2000
and 1999 are not necessarily indicative of the results to be expected for any
other interim period or any future fiscal year.

  Use of Estimates--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the dates of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates.

  Reclassifications--Certain reclassifications have been made in the prior
period condensed consolidated financial statements to conform to the current
period presentation.

  Business Combinations--Business combinations that have been accounted for
under the purchase method of accounting include the results of operations of
the acquired businesses from the dates of their respective acquisition. Net
assets of acquired companies are recorded at their fair value to the Company
at the date of acquisition unless any such company was acquired in a
transaction between entities under common control, in which case the assets of
such company are recorded at historical cost.

  Income Taxes--The Company accounts for income taxes under the liability
method in accordance with Statement of Financial Accounting Standards ("SFAS")
No. 109, Accounting for Income Taxes. The Company's effective tax rates differ
from the federal statutory rate primarily due to the effect of non-deductible
goodwill amortization and losses of certain foreign subsidiaries on which the
Company did not recognize tax benefits.

  Cash, Cash Equivalents and Short-Term Investments--The Company's short-term
investments reflected in the accompanying condensed consolidated balance
sheets have been classified as held-to-maturity securities and are carried at
amortized cost, which approximates market, since management has the positive
intent and ability to hold such investments to maturity. Short-term
investments principally consist of commercial paper maturing less than six
months from the date of purchase.

  Earnings Per Share--In accordance with SFAS No. 128, Earnings Per Share,
basic net (loss) income per share is computed using the weighted-average
number of common shares outstanding during each period. Diluted net (loss)
income per share gives effect to all dilutive securities that were outstanding
during each period. The Company had net losses for the three and nine months
ended September 30, 2000; as a result, none of the options or warrants
outstanding during those periods were included in the computations of diluted
net loss per share since they were antidilutive. The following table sets
forth the computation of the weighted-average number of common shares
outstanding on a diluted basis:


                                       4
<PAGE>

                      MODEM MEDIA, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

<TABLE>
<CAPTION>
                                     Three Months Ended     Nine Months Ended
                                        September 30,         September 30,
                                    --------------------- ---------------------
                                       2000       1999       2000       1999
                                    ---------- ---------- ---------- ----------
<S>                                 <C>        <C>        <C>        <C>
Basic weighted-average number of
 common shares outstanding........  24,652,000 22,340,000 24,266,000 21,138,000
Dilutive effect of stock options
 and warrants.....................         --   1,284,000        --   1,206,000
                                    ---------- ---------- ---------- ----------
Diluted weighted-average number of
 common shares outstanding........  24,652,000 23,624,000 24,266,000 22,344,000
                                    ========== ========== ========== ==========
</TABLE>

  All historical share and per-share amounts have been restated to reflect the
2-for-1 stock split effected by the Company on March 1, 2000 (see Note 3).

  Recently Issued Accounting Pronouncements--In September 2000, the Financial
Accounting Standards Board ("FASB") issued SFAS No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities--a Replacement of Statement No. 125, which replaces SFAS No. 125,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities. SFAS No. 140 revises criteria for accounting for
securitizations, other financial asset transfers and collateral, and
introduces certain new disclosures, but otherwise carries forward most of the
provisions of SFAS No. 125 without amendment. SFAS No. 140 has an immediate
impact with respect to the collateral provisions of SFAS No. 125, which must
be applied for fiscal years ending after December 15, 2000. The other
provisions of SFAS No. 140 apply prospectively to transfers of financial
assets and extinguishments of liabilities occurring after March 31, 2001,
except for transfers of assets required by commitments made before March 31,
2001, to transferees or beneficial interest holders other than the transferor,
its affiliates, or its agents. Management does not believe that the adoption
of SFAS No. 140 will have a material impact on the Company's results of
operations.

  In June 2000, the FASB issued SFAS No. 138, Accounting for Certain
Derivative Instruments and Certain Hedging Activities, which amends the
accounting and reporting standards of SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, for certain derivative instruments and
hedging activities. SFAS No. 133 was previously amended by SFAS No. 137,
Accounting for Derivative Instruments and Hedging Activities--Deferral of the
Effective Date of FASB Statement No. 133, which deferred the effective date of
SFAS No. 133 to fiscal years commencing after June 15, 2000. The Company will
adopt SFAS No. 138 concurrently with SFAS No. 133, however, management does
not believe that such adoptions will have a material impact on the Company's
results of operations.

  In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in Financial
Statements, which provides guidance on applying generally accepted accounting
principles to revenue recognition based on the interpretations and practices
of the SEC. In June 2000, the SEC issued SAB No. 101B, Second Amendment:
Revenue Recognition in Financial Statements, which delays the implementation
date of SAB 101 until the fourth quarter of fiscal years beginning after
December 15, 1999, or, in the case of the Company, the fourth quarter of 2000.
Management does not believe that the adoption of SAB 101 will have a material
impact on the Company's results of operations.

2. Acquisitions

  In February 2000, the Company acquired 100% of the outstanding capital stock
of Vivid Holdings, Inc. and its majority-owned subsidiary, Vivid Publishing,
Inc. (collectively hereinafter referred to as "Vivid") for approximately
$63,600,000. Vivid was a professional services company, with approximately 100
employees, that provided strategic interactive marketing services for Fortune
500 companies and Internet start-ups. The consideration was comprised of
approximately $10,200,000 in cash, approximately $14,400,000 in

                                       5
<PAGE>

                      MODEM MEDIA, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Modem Media common stock (446,010 shares, of which 139,706 remain in escrow as
security for the indemnification obligations of the sellers), and
approximately $39,000,000 in value related to employee stock options that were
converted to Modem Media stock options. The acquisition has been accounted for
under the purchase method of accounting and, accordingly, the operating
results of Vivid have been included in the Company's financial statements from
the date of its acquisition. The preliminary allocation of the excess of
purchase price over the fair value of net assets acquired of approximately
$64,500,000 is being amortized over a five-year period and is subject to final
determination.

  In February 2000, the Company acquired substantially all of the assets of
Eurokapi Multimedia S.A. ("Eurokapi"), a builder and marketer of e-businesses
in Paris, France, for approximately $450,000 in cash. The acquisition was
accounted for under the purchase method of accounting and, accordingly, the
operating results of Eurokapi have been included in the Company's financial
statements from the date of its acquisition. The excess of purchase price over
the net assets acquired of approximately $500,000 is being amortized over a
five-year period.

  In March 2000, the Company purchased its affiliate office in Sao Paulo,
Brazil ("Modem Media Brazil") from its former parent, True North
Communications Inc. ("True North"), for $135,000 in cash. Because the
transaction occurred among True North and majority-owned, controlled
subsidiaries, the transaction was recorded at historical cost. The acquisition
has been accounted for under the purchase method of accounting and,
accordingly, the operating results of Modem Media Brazil have been included in
the Company's financial statements from the date of its acquisition.

3. Equity

  On March 1, 2000, the Company effected a 2-for-1 stock split, paid in the
form of a stock dividend, of its outstanding common stock. All historical
share and per-share amounts have been restated to reflect the stock split.

  On March 15, 2000, the Company filed a registration statement with the SEC
relating to a proposed public offering of its common stock. This offering was
subsequently cancelled due to adverse market conditions. During the nine
months ended September 30, 2000, $722,000 in offering-related costs were
charged to operations by the Company and are reflected in the accompanying
condensed consolidated statements of operations.

  On April 26, 2000, True North and its subsidiaries converted all of their
shares of the Company's Class B common stock into shares of the Company's
Class A common stock. As a result, True North and its subsidiaries' combined
voting power in the Company was reduced below 50% of total voting power. As a
result of such reduction, the Company no longer is subject to restrictions on
its indebtedness. The conversion was originally scheduled to occur on June 30,
2000.

  On June 5, 2000, the shareholders of the Company approved an amendment to
the Company's certificate of incorporation to (a) eliminate references to the
Company's Class B common stock, (b) reclassify the Company's Class A common
stock as common stock and (c) increase the number of shares of common stock
authorized for issuance to 145,000,000. At the time of the amendment, no
shares of Class B common stock were outstanding.

4. Related Party Transactions

  In the normal course of business, the Company and True North have from time-
to-time entered into various business transactions and agreements, and may
enter into additional transactions in the future (see Notes 2 and 3).

                                       6
<PAGE>

                      MODEM MEDIA, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


  In June 2000, the Company entered into an agreement that obligates it to
purchase, prior to December 1, 2000, approximately 8.5% of the common
interests of CentrPort, LLC ("CentrPort"), a majority-owned subsidiary of the
Company, from a minority interest holder in exchange for a $2,550,000 note
payable. Such note is payable in 24 equal monthly installments and bears
interest at a rate of 9.5% per annum. The aforementioned agreement will result
in an increase of the Company's direct and indirect ownership in the common
interests of CentrPort to an aggregate of approximately 58.9%. In addition,
upon CentrPort's attainment of certain technological and operational
performance milestones, Modem Media will purchase up to an additional 6.1% of
the common interests of CentrPort from certain minority interest holders in
exchange for Modem Media common stock.

5. Comprehensive Income

  The Company reflects its comprehensive income, such as unrealized gains and
losses on its foreign currency translation adjustments, as a separate
component of stockholders' equity as required by SFAS No. 130, Reporting
Comprehensive Income. Total comprehensive (loss) income for the three and nine
months ended September 30, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>
                             Three Months Ended         Nine Months Ended
                                September 30,             September 30,
                           ------------------------  -------------------------
                              2000         1999          2000         1999
                           -----------  -----------  ------------  -----------
<S>                        <C>          <C>          <C>           <C>
Net (loss) income........  $(3,795,000) $ 1,308,000  $(12,517,000) $ 1,416,000
Foreign currency
 translation adjustment..     (575,000)     212,000    (1,114,000)     212,000
                           -----------  -----------  ------------  -----------
  Total comprehensive
   (loss) income.........  $(4,370,000) $ 1,520,000  $(13,631,000) $ 1,628,000
                           ===========  ===========  ============  ===========

6. Geographic Information

  Information about the Company's operations in different geographic regions
is as follows:

<CAPTION>
                             Three Months Ended         Nine Months Ended
                                September 30,             September 30,
                           ------------------------  -------------------------
                              2000         1999          2000         1999
                           -----------  -----------  ------------  -----------
<S>                        <C>          <C>          <C>           <C>
Revenues:
  Domestic...............  $30,357,000  $17,607,000  $ 79,394,000  $42,364,000
  International..........    7,431,000    3,514,000    19,756,000    7,182,000
                           -----------  -----------  ------------  -----------
                           $37,788,000  $21,121,000  $ 99,150,000  $49,546,000
                           ===========  ===========  ============  ===========
Earnings before interest,
 taxes and amortization
 of goodwill:
  Domestic...............  $ 3,304,000  $ 4,240,000  $  4,346,000  $ 6,894,000
  International..........   (1,797,000)    (595,000)   (4,333,000)  (1,245,000)
                           -----------  -----------  ------------  -----------
                           $ 1,507,000  $ 3,645,000  $     13,000  $ 5,649,000
                           ===========  ===========  ============  ===========
(Loss) income before
 income taxes:
  Domestic...............  $  (160,000) $ 4,077,000  $ (4,801,000) $ 6,273,000
  International..........   (2,042,000)    (623,000)   (5,052,000)  (1,283,000)
                           -----------  -----------  ------------  -----------
                           $(2,202,000) $ 3,454,000  $ (9,853,000) $ 4,990,000
                           ===========  ===========  ============  ===========
Net (loss) income:
  Domestic...............  $(1,800,000) $ 1,994,000  $ (7,368,000) $ 2,691,000
  International..........   (1,995,000)    (686,000)   (5,149,000)  (1,275,000)
                           -----------  -----------  ------------  -----------
                           $(3,795,000) $ 1,308,000  $(12,517,000) $ 1,416,000
                           ===========  ===========  ============  ===========
</TABLE>

                                       7
<PAGE>

                      MODEM MEDIA, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


<TABLE>
<CAPTION>
                   September
                      30,      December 31,
                      2000         1999
                  ------------ ------------
<S>   <C>   <C>   <C>          <C>
Identifiable
 assets:
  Domestic....... $186,428,000 $126,521,000
  International..   22,111,000   19,211,000
                  ------------ ------------
                  $208,539,000 $145,732,000
                  ============ ============
</TABLE>

7. Supplemental Cash Flow Information

  The Company incurred non-cash capital lease obligations of approximately
$630,000 in connection with the purchase of new equipment during the nine
months ended September 30, 2000.

  In June 2000, a note payable of $2,550,000 was issued in connection with the
Company's agreement to purchase an additional interest in CentrPort prior to
December 1, 2000 (see Note 4).

  Information about the Company's non-cash activity related to acquisitions
during the nine months ended September 30, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>
                                                        Nine Months Ended
                                                          September 30,
                                                    --------------------------
                                                        2000          1999
                                                    ------------  ------------
<S>                                                 <C>           <C>
Fair value of assets acquired, net of cash
 acquired.......................................... $ 66,824,000  $  1,419,000
Liabilities assumed................................   (2,262,000)          --
Common stock issued................................  (14,400,000)          --
Stock-based compensation obligations assumed.......  (39,000,000)          --
                                                    ------------  ------------
Acquisitions, net of cash acquired................. $ 11,162,000  $  1,419,000
                                                    ============  ============
</TABLE>

                                       8
<PAGE>

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

  Certain statements herein constitute "forward-looking statements" within the
meaning of Section 21E(i)(1) of the Securities and Exchange Act of 1934, as
amended. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results to be
materially different from any future results expressed or implied by these
statements. Such factors include, among other things, the following:

  .  a history of operating losses;

                                           .  the cost of funding our
  .  dependence on a limited number of        international operations;
     clients;


                                           .  the ability to manage future
  .  variability of operating results;        growth, if any;


  .  the ability to accurately             .  dependence on key management
     estimate costs in fixed-fee              personnel;
     engagements;

                                           .  exclusivity arrangements with
                                              clients that may limit our
                                              ability to provide services to
                                              others;

  .  the ability to attract and retain
     qualified professionals;


  .  the ability to successfully
     introduce and expand the Me-          .  dependence on technology;
     business Network and CentrPort
     technology;

                                           .  dependence on the continued
                                              growth of the Internet; and


  .  the cost of funding the
     operations of CentrPort;              .  changes in government regulation
                                              including regulation of privacy
                                              issues.

  .  the ability to integrate acquired
     companies;

  In light of these and other uncertainties, the forward-looking statements
included in this document should not be regarded as a representation by us
that our plans and objectives will be achieved.

Overview

  We are a leading Internet professional services firm focused on conceiving,
developing and distributing customer-focused Internet solutions for Fortune
500 and select online businesses. Our customer-focused approach combines
technology-driven solutions with a deep understanding of the customer's unique
needs to create e-business solutions that are more rewarding for both our
clients and their customers. We combine our experience in business strategy,
creative design, technology and marketing to deliver to our clients, on a
global basis, an integrated service offering that includes:

  .  strategic consulting and customer research;

  .  design, development and implementation of e-business websites;

  .  distribution and marketing of customized services across multiple
     Internet-enabled communication channels; and

  .  collection and analysis of customer data and measurement of the
     effectiveness of our e-business solutions.

  We call this comprehensive approach, focused on building enduring, mutually
beneficial client-customer relationships, Me-business SM, since in the eyes of
the customer, the company that best answers "my" needs will get "my" business.

  We established the Me-business Network to enhance the distribution of our
Me-business solutions to our clients' customers. The network is designed to
seamlessly deliver services across multiple Internet-enabled communication
channels including websites, e-mail, wireless devices and call centers by
deploying the functionality of best-of-breed vendors on each channel. Through
CentrPort SM, our proprietary data and distribution management platform, we
provide clients an outsourced service to identify, accumulate and analyze

                                       9
<PAGE>

customer data generated through various communication channels. By enabling a
cross-channel understanding of individual customer needs, we can continuously
tailor new services for our clients' customers and deliver them appropriately.

  Since our inception in 1987, we have established and maintained
relationships with Fortune 500 and select online businesses, and have created
customer-focused Internet solutions for global brands such as Avon, Citibank,
Delta Air Lines, Friends Provident, General Motors, IBM, JCPenney, Kraft,
Philips and Weight Watchers. We service our clients through a global network
of offices in North America, Latin America, Europe and Asia with our staff of
over 1,000 employees.

  Clients generally hire us on a fixed-fee, retainer or time-and-material
basis. A majority of our revenues are derived from fixed-fee engagements. We
recognize revenues as services are rendered. We reassess our estimated costs
on fixed-fee engagements periodically and losses are accrued, on a project-by-
project basis, to the extent that costs incurred and anticipated costs to
complete projects exceed anticipated billings. Provisions for losses on
uncompleted fixed-fee contracts are recognized in the period in which such
losses are determined. We anticipate that the Me-business Network will
continue to generate transactional fees in addition to those generated on a
fixed-fee, retainer or time-and-material basis.

  Costs of revenues consists of salaries, employee benefits and incentive
compensation for our professional services staff, costs for temporary
employees that we use to provide professional services, costs associated with
the CentrPort technology and certain other direct costs. Sales and marketing
consists of salaries, employee benefits and incentive compensation of new
business and other sales and marketing personnel, as well as certain other
marketing costs. General and administrative includes salaries, employee
benefits and incentive compensation of administrative and other nonbillable
employees, as well as office rent, utilities, depreciation, amortization of
software, professional and consulting fees, travel, telephone and other
related expenses.

  We have experienced operating losses or net losses in twelve of the fifteen
quarters from January 1, 1997 through September 30, 2000. Although we have
experienced revenue growth in recent periods, these growth rates may not be
sustainable or indicative of future operating results, especially in light of
declining revenue growth rates in our industry. This industry softness,
coupled with industry pricing pressures, may cause us to experience a pressure
on our margins. In addition, we have incurred substantial costs to expand and
integrate our operations. We expect to incur net losses in the foreseeable
future due to our continued investment in CentrPort, our international
operations and infrastructure, and the amortization of goodwill related to our
acquisition of Vivid. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Vivid Acquisition".

  During the first nine months of 2000, 80.0% of our revenues were domestic
and 20.0% were international. International revenues are expected to grow at a
faster rate than domestic operations. International margins will continue to
be lower than domestic margins due to competitive pricing, lower utilization
rates, high benefits costs and higher occupancy and infrastructure costs.

Factors Affecting Operating Results

  Our operating results have fluctuated in the past, and may continue to
fluctuate in the future, as a result of a variety of factors, including the
timing of new projects, material reductions, cancellations or completions of
major projects, the loss of significant clients, the opening or closing of
offices, our relative mix of business, changes in our pricing strategies or
those of our competitors, employee utilization rates, changes in personnel and
other factors that are outside of our control. In addition, we have
experienced some variation in operating results throughout the year resulting
in part from the Internet professional services spending patterns and business
cycles of our clients. As a result, period-to-period comparisons of our
operating results cannot be relied upon as indicators of future performance.

                                      10
<PAGE>

Results of Operations

  The following table sets forth certain items from our statements of
operations for the three and nine months ended September 30, 2000 and 1999
included elsewhere in this Quarterly Report on Form 10-Q:

<TABLE>
<CAPTION>
                                                      Three
                                                     Months       Nine Months
                                                      Ended          Ended
                                                    September      September
                                                       30,            30,
                                                   -------------  -------------
                                                   2000    1999   2000    1999
                                                   -----   -----  -----   -----
   <S>                                             <C>     <C>    <C>     <C>
   Revenues....................................... 100.0%  100.0% 100.0%  100.0%
   Cost of revenues...............................  50.8    42.9   51.8    45.2
                                                   -----   -----  -----   -----
   Gross profit...................................  49.2    57.1   48.2    54.8
   Sales and marketing............................   3.4     2.0    4.5     2.4
   General and administrative.....................  41.8    37.8   43.0    41.0
   Write-off of offering-related costs............   --      --     0.7     --
   Amortization of goodwill.......................  10.9     3.6   11.4     4.2
                                                   -----   -----  -----   -----
   Operating (loss) income........................  (6.9)   13.7  (11.4)    7.2
   Interest income, net...........................   1.1     2.7    1.4     2.8
   Provision for income taxes.....................   4.2    10.2    2.6     7.2
                                                   -----   -----  -----   -----
   Net (loss) income.............................. (10.0)%   6.2% (12.6)%   2.8%
                                                   =====   =====  =====   =====
</TABLE>

Results of Operations--Three Months Ended September 30, 2000 Compared to Three
Months Ended September 30, 1999

  Revenues. Revenues increased $16.7 million, or 78.9%, to $37.8 million for
the three months ended September 30, 2000 from $21.1 million for the three
months ended September 30, 1999. Revenues increased primarily as a result of
increased services provided to existing clients and the addition of new
clients, as well as our domestic and international acquisitions, which
accounted for approximately $4.1 million of the increase in revenues.

  Cost of Revenues and Gross Profit. Cost of revenues increased $10.1 million,
or 111.7%, to $19.2 million for the three months ended September 30, 2000 from
$9.1 million for the three months ended September 30, 1999. Gross margin
declined to 49.2% of consolidated revenues for the third quarter of 2000 from
57.1% for the third quarter of 1999. The increase in cost of revenues was
primarily due to a company-wide increase in headcount due to internal
recruiting efforts and our acquisitions of offices in Munich, Paris, Sao Paulo
and San Francisco. The decrease in gross margin in the third quarter of 2000
compared to the third quarter of 1999 was primarily due to lower utilization.

  Sales and Marketing. Sales and marketing increased $0.9 million, or 209.7%
to $1.3 million for the three months ended September 30, 2000 compared to $0.4
million for the three months ended September 30, 1999. Sales and marketing
represented 3.4% of consolidated revenues for the third quarter of 2000 and
2.0% for the third quarter of 1999. The dollar and percentage increases in
sales and marketing were primarily attributable to increased advertising of
the Modem Media brand, as well as salaries, benefits and incentive
compensation associated with an increase in headcount.

  General and Administrative. General and administrative increased $7.8
million, or 97.6%, to $15.8 million for the three months ended September 30,
2000 from $8.0 million for the three months ended September 30, 1999. General
and administrative represented 41.8% of consolidated revenues for the third
quarter of 2000 and 37.8% for the third quarter of 1999. The dollar and
percentage increases in general and administrative were primarily the result
of increased occupancy, office support and personnel costs of administrative
and other nonbillable employees incurred in connection with an increase in
headcount.

  Amortization of Goodwill. Amortization of goodwill increased by $3.4
million, or 447.1%, to $4.1 million for the three months ended September 30,
2000 from $0.8 million for the three months ended September 30, 1999. The
increase is primarily a result of our acquisition of Vivid.

                                      11
<PAGE>

  Income Taxes. We recorded a provision for income taxes of $1.6 million on a
pre-tax loss of $2.2 million for the three months ended September 30, 2000, as
compared to a provision for income taxes of $2.1 million on pre-tax income of
$3.5 million for the three months ended September 30, 1999. The effective
income tax rate was 72.3% for the three months ended September 30, 2000 as
compared to 62.1% for the three months ended September 30, 1999. The effective
tax rates differ from the federal statutory rate primarily due to the effect
of non-deductible goodwill amortization and losses of certain foreign
subsidiaries on which we did not recognize tax benefits.

Results of Operations--Nine Months Ended September 30, 2000 Compared to Nine
Months Ended September 30, 1999

  Revenues. Revenues increased $49.6 million, or 100.1%, to $99.2 million for
the nine months ended September 30, 2000 from $49.5 million for the nine
months ended September 30, 1999. Revenues increased primarily as a result of
increased services provided to existing clients and the addition of new
clients, as well as our domestic and international acquisitions, which
accounted for approximately $10.4 million of the increase in revenues.

  Cost of Revenues and Gross Profit. Cost of revenues increased $29.0 million,
or 129.4%, to $51.3 million for the nine months ended September 30, 2000 from
$22.4 million for the nine months ended September 30, 1999. Gross margin
declined to 48.2% of consolidated revenues for the first nine months of 2000
from 54.8% for the first nine months of 1999. The increase in cost of revenues
was primarily due to a company-wide increase in headcount due to internal
recruiting efforts and our acquisitions of offices in Tokyo, Munich, Paris,
Sao Paulo and San Francisco. The decrease in gross margin during the first
nine months of 2000 compared to the first nine months of 1999 was primarily
due to lower utilization.

  Sales and Marketing. Sales and marketing increased $3.3 million, or 274.5%
to $4.5 million for the nine months ended September 30, 2000 compared to $1.2
million for the nine months ended September 30, 1999. Sales and marketing
represented 4.5% of consolidated revenues for the first nine months of 2000
and 2.4% for the first nine months of 1999. The dollar and percentage
increases in sales and marketing were primarily attributable to increased
advertising of the Modem Media brand, as well as salaries, benefits and
incentive compensation associated with an increase in headcount.

  General and Administrative. General and administrative increased $22.3
million, or 109.6%, to $42.6 million for the nine months ended September 30,
2000 from $20.3 million for the nine months ended September 30, 1999. For the
first nine months of 2000, general and administrative increased to 43.0% of
consolidated revenues from 41.0% for the first nine months of 1999. The dollar
and percentage increases in general and administrative were primarily the
result of increased occupancy, office support and personnel costs of
administrative and other nonbillable employees incurred in connection with an
increase in overall headcount.

  Write-off of Offering-Related Costs. In March 2000, we filed a registration
statement with the Securities and Exchange Commission relating to a proposed
public offering of our common stock. This offering was subsequently cancelled
due to adverse market conditions. During the nine months ended September 30,
2000, $0.7 million in offering-related costs were charged to operations and
are included in the accompanying condensed consolidated statements of
operations.

  Amortization of Goodwill. Amortization of goodwill increased by $9.2
million, or 446.0%, to $11.3 million for the nine months ended September 30,
2000 from $2.1 million for the nine months ended September 30, 1999. The
increase is primarily a result of our acquisition of Vivid.

  Income Taxes. We recorded a provision for income taxes of $2.7 million on a
pre-tax loss of $9.9 million for the nine months ended September 30, 2000, as
compared to a provision for income taxes of $3.6 million on pre-tax income of
$5.0 million for the nine months ended September 30, 1999. The effective
income tax rate

                                      12
<PAGE>

was 27.0% for the nine months ended September 30, 2000 as compared to 71.6%
for the nine months ended September 30, 1999. The effective tax rates differ
from the federal statutory rate primarily due to the effect of non-deductible
goodwill amortization and losses of certain foreign subsidiaries on which we
did not recognize tax benefits.

Liquidity and Capital Resources

  We historically have financed our operations from funds generated from
operations and proceeds from our initial public offering.

  Net cash (used in) provided by operating activities was $(2.6) million and
$0.4 million for the nine months ended September 30, 2000 and 1999,
respectively.

  Net cash used in investing activities was $5.6 million and $22.5 million for
the nine months ended September 30, 2000 and 1999, respectively. Investing
activities reflect our acquisitions, as well as the maturities of short-term
investments in 2000, purchases of short-term investments in 1999, and
purchases of property and equipment in both periods.

  Net cash provided by financing activities was $4.3 million and $43.3 million
for the nine months ended September 30, 2000 and 1999, respectively. The
primary sources of cash flows from financing activities in 2000 and 1999 are
proceeds from the exercise of employee stock options and our initial public
offering, respectively.

  Our short-term capital commitments include lease payments over the next 12
months aggregating approximately $11.1 million and the funding of certain
international operations that are not expected to be self-sufficient in the
near-term. Our long-term capital needs will depend on numerous factors,
including the rates at which we are able to obtain new business from clients
and, if needed, expand our personnel and infrastructure to accommodate such
clients, as well as whether we choose to invest in new technologies and
additional global expansion. We have ongoing needs for capital, including
working capital for operations, project development costs and capital
expenditures to build out our infrastructure.

  In addition to the aforementioned capital commitments, we continue to invest
in CentrPort. We are currently exploring alternative options for its funding,
including the possibility of securing third party financing. We remain
consistent in our belief that there are opportunities to secure this financing
that would enable us to improve CentrPort's products, maximize our own
investment in this subsidiary, and make our resources available for other
initiatives.

  We believe that our cash and cash equivalents on hand, together with funds
available from operations, will be sufficient to meet our capital needs for at
least the next twelve months. In order to accelerate the development of our
business, we may need additional funds, which we may seek through public or
private financings or other sources. There can be no assurance that additional
funds will be available or on terms favorable to us. If additional funds are
raised through the issuance of equity securities, our existing shareholders
may experience significant dilution. If we are not able to raise additional
capital, we may need to limit our development plans.

                                      13
<PAGE>

Vivid Acquisition

We acquired Vivid Holdings, Inc. and Vivid Publishing, Inc. (collectively
"Vivid") on February 10, 2000 with the goal of: (a) providing a greater depth of
expertise and service offerings in systems architecture, web engineering and
information architecture and design; (b) combining our strength in guiding
worldwide e-business development for the Fortune 500 with Vivid's expertise in
advising Internet start-up ventures; and (c) giving us an opportunity to take
equity-based compensation from Internet start-up clients. Despite a difficult
market for Internet start-up businesses and the loss of Vivid personnel and
clients through November 13, 2000, all as further described below, and after
having reviewed the relevant factors as of November 13, 2000 we believe the
remaining investment in Vivid is not impaired. The following is a review of the
current status of the Vivid investment as of November 13, 2000.

As a result of the Vivid acquisition, we obtained eight customers and two active
prospects that became customers in the first quarter of 2000. These ten
customers accounted for $3.0 million in revenues for the quarter ended September
30, 2000, $3.2 million for the quarter ended June 30, 2000 and $1.8 million for
the quarter ended March 31, 2000. As of September 30, 2000, we had completed our
assignments with eight of these ten customers. The two remaining active
customers as of September 30, 2000 placed service orders totaling $1.3 million
in the aggregate during the third quarter of 2000 and $1.8 million in the second
quarter of 2000. The backlog from these remaining customers was $383,000 as of
September 30, 2000. As of November 13, 2000, the original date we filed our Form
10-Q for the quarter ended September 30, 2000, we had completed our assignments
with one of the two remaining customers. Revenues from the nine customers whose
work was completed by November 13, 2000 were $1.5 million for the quarter ended
September 30, 2000, $1.8 million for the quarter ended June 30, 2000 and $1.6
million for the quarter ended March 31, 2000.

As described above, in the first quarter of 2000 we converted two active
prospects of Vivid to customers. In addition, from the date of acquisition
through the end of the third quarter of 2000, we continued to actively seek
customer assignments for our Vivid workforce, including assignments from dot com
businesses. As of November 13, 2000, we continue to have active prospects but
our efforts have not yet resulted in any new Vivid customers.

When we acquired Vivid, there were 101 employees.  This workforce was comprised
of 5 senior managers; 29 employees in the creative department; 32 employees in
the technology department; 13 employees in project management; 5 employees in
the consulting department; 2 in account management and 15 employees in non-
billable positions, including new business and corporate and administrative
functions. As of September 30, 2000, we have experienced turnover in the Vivid
workforce, which we believe is consistent with the levels of turnover prevailing
in our industry in the San Francisco area. As of September 30, 2000, 59 original
Vivid employees remained, including 1 senior manager; 8 in the creative
department; 29 in the technology department; 7 in project management; 4 in
consulting; 1 in account management and 9 in

                                      14
<PAGE>

non-billable positions. From the end of the third quarter through November 13,
2000, 18 additional Vivid employees are no longer employed by the Company,
leaving 41 original Vivid employees, including, 1 senior manager; 3 in the
creative department; 23 in the technology department; 5 in project management; 1
in consulting; 1 in account management; and 7 in non-billable positions. We
expect to terminate six additional employees shortly.

We conducted an impairment analysis to determine if our assets, including the
goodwill that we recorded in connection with the Vivid acquisition, were
impaired as of September 30, 2000. With respect to the Vivid goodwill, we have
considered all of the following factors as part of this analysis:

 .  At the end of the third quarter, 59 out of the original 101 Vivid employees
   remained employees. Although 18 additional employees are no longer employed
   by us since the end of the third quarter through November 13, 2000, we have
   retained 23 out of the 32 employees with the technology skills that we sought
   when we purchased Vivid. We expect to terminate six additional employees
   shortly. As of November 13, 2000, we believed that we can secure assignments
   that would enable us to utilize these remaining resources and realize future
   value from them, particularly assignments that require expertise in systems
   architecture, web engineering and information architecture.

 .  As of September 30, 2000, Vivid's two largest clients continued to have
   outstanding orders for work for us to perform. As of September 30, 2000, we
   believed that one of these clients would ask us to perform additional
   services provided they could secure additional funding.

 .  We continue to pursue assignments from new and existing clients to utilize
   the skills of the remaining Vivid employees, including assignments that
   require systems architecture, web engineering and information architecture
   skills.

 .  We have assigned two senior personnel to San Francisco to strengthen our San
   Francisco operations.

                                      15
<PAGE>

Given the factors and discussion described above, we considered whether the
changes in facts and circumstances as of November 13, 2000 indicated an
impairment of the Vivid goodwill as of September 30, 2000. Based on this
evaluation, and the guidance contained in Accounting Principles Board Opinion
No. 17 in evaluating whether there is an impairment of intangible assets based
upon a limited period of performance, we concluded that the goodwill associated
with the Vivid acquisition was not impaired at the end of the third quarter of
2000. We reviewed this conclusion with our independent auditors who concurred
with this position.

If (a) the employment of all or a significant portion of the remaining Vivid
employees ends, (b) we are unable to secure new assignments that would utilize
the skills of our remaining Vivid employees, or (c) the difficult market
conditions for Internet start-ups continues, including an inability of companies
in this marketplace to attract and secure additional funding, we may not be able
to realize the remaining value inherent in the goodwill resulting from the Vivid
acquisition. If the Vivid goodwill becomes impaired, we will incur a non-cash
charge for the write-off of all or a portion of such goodwill earlier than
indicated by the currently scheduled five-year amortization period. As of
September 30, 2000, $56 million of goodwill, net of accumulated amortization to
date, remained on the balance sheet with respect to the Vivid acquisition.

                                      16
<PAGE>

                          PART II. OTHER INFORMATION

Item 1. Legal Proceedings

  We are not a party to any material legal proceedings.

Item 2. Changes in Securities and Use of Proceeds

  On February 4, 1999, the Securities and Exchange Commission declared our
registration statement on Form S-1 (No. 333-68057) effective. On February 10,
1999, we completed an initial public offering of an aggregate of 5,980,000
shares of our Class A common stock at an offering price of $8.00 per share.
The managing underwriters for the offering were BancBoston Robertson Stephens,
NationsBanc Montgomery Securities LLC and Bear, Stearns & Co. Inc. Net
proceeds to us, after deducting underwriting discounts and commissions of
$3,349,000 and offering expenses of $2,440,000 were $42,051,000. None of the
expenses incurred in the offering were direct or indirect payments to our
directors, officers, or general partners or their associates, to persons
owning ten percent or more of any class of our equity securities or to our
affiliates. We used $6,000,000 of these proceeds to settle an intercompany
note payable to True North and approximately $30,200,000 to acquire and fund
the operations of complementary businesses in Tokyo, Munich, Paris, Sao Paulo
and San Francisco, as well as to fund the operations of CentrPort. We have
invested the remainder of the net proceeds in short-term, interest-bearing,
investment grade obligations pending their use.

Item 3. Defaults Upon Senior Securities

  Not applicable

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

  None

Item 5. Other Information

  None

Item 6. Exhibits and Reports on Form 8-K

 (a) Exhibits

<TABLE>
<CAPTION>
 Exhibit No. Description
 ----------- -----------
 <C>         <S>
    10.2(o)  Employment Letter Agreement by and between the Company and Melissa
             Viglielmo, dated July 19, 2000
    27.1     Financial Data Schedule
</TABLE>

 (b) Reports on Form 8-K

  None

                                      17
<PAGE>

                                  SIGNATURES

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

                                          MODEM MEDIA, INC.

Date: March 12, 2001

                                                  /s/ Robert C. Allen
                                          By: _________________________________
                                                      Robert C. Allen
                                           President and Chief Operating Officer
                                               (Principal Executive Officer)

                                                   /s/ Keryn M. Cerbone
                                          By: _________________________________
                                                     Keryn M. Cerbone
                                                  VP, Controller Officer
                                              (Principal Accounting Officer)

                                      18
<PAGE>

                                 EXHIBIT INDEX

Exhibits

<TABLE>
<CAPTION>
 Exhibit No. Description
 ----------- -----------
 <C>         <S>
    10.2(o)  Employment Letter Agreement by and between the Company and Melissa
             Viglielmo, dated July 19, 2000
    27.1     Financial Data Schedule
</TABLE>