<PAGE>

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10-Q

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

                    For the quarter ended September 30, 1999

                          Commission File No. 0-21935

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

                        Modem Media . Poppe Tyson, 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 5,781,536 shares of the Registrant's Class A Common Stock, $.001
par value, and 5,589,395 shares of the Registrant's Class B Common Stock, $.001
par value, outstanding as of October 27, 1999.

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<PAGE>

                               TABLE OF CONTENTS

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

Item 1. Financial Statements

Condensed Consolidated Balance Sheets as of September 30, 1999 and
 December 31, 1998.......................................................    1
Condensed Consolidated Statements of Operations for the three and nine
 months ended September 30, 1999 and 1998................................    2
Condensed Consolidated Statements of Cash Flows for the nine months ended
 September 30, 1999 and 1998.............................................    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................................................   16
Item 2. Changes in Securities and Use of Proceeds........................   16
Item 3. Defaults Upon Senior Securities..................................   16
Item 4. Submission of Matters to a Vote of Security Holders..............   16
Item 5. Other Information................................................   16
Item 6. Exhibits and Reports on Form 8-K.................................   16
Signatures...............................................................   17
</TABLE>

                                       i
<PAGE>

                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                MODEM MEDIA . POPPE TYSON, INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                     September 30,  December 31,
                                                         1999           1998
                                                     -------------  ------------
                                                      (unaudited)
<S>                                                  <C>            <C>
                       ASSETS
Current assets:
  Cash and cash equivalents......................... $ 28,915,000   $ 7,824,000
  Short-term investments............................   14,800,000           --
  Accounts receivable, net..........................   13,803,000    13,619,000
  Unbilled revenues.................................    4,182,000     1,261,000
  True North note receivable........................          --      4,500,000
  Other current assets..............................    3,014,000     2,263,000
                                                     ------------   -----------
    Total current assets............................   64,714,000    29,467,000
Noncurrent assets:
  Property and equipment, net.......................   10,642,000     6,826,000
  Goodwill, net.....................................   51,196,000    33,139,000
  Other assets......................................    2,561,000     1,854,000
                                                     ------------   -----------
    Total noncurrent assets.........................   64,399,000    41,819,000
                                                     ------------   -----------
    Total assets.................................... $129,113,000   $71,286,000
                                                     ============   ===========
        LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable.................................. $  3,441,000   $ 4,522,000
  Pre-billed media..................................    5,551,000     6,914,000
  Advance billings..................................    2,532,000     2,164,000
  Deferred revenues.................................    3,259,000     5,484,000
  Due to True North.................................          --      1,797,000
  Note payable to True North........................          --      6,000,000
  Accrued expenses and other current liabilities....   12,690,000     8,503,000
                                                     ------------   -----------
    Total current liabilities.......................   27,473,000    35,384,000
Other liabilities...................................      434,000       342,000
Stockholders' equity:
  Preferred stock, $.001 par value, 5,000,000 shares
   authorized, none issued and outstanding..........          --            --
  Common stock, Class A, $.001 par value, 39,351,376
   shares authorized, 5,711,536 and 2,424,135 shares
   issued...........................................        6,000         2,000
  Common stock, Class B, $.001 par value, 5,648,624
   shares authorized, 5,589,511 and 5,648,624 shares
   issued and outstanding...........................        5,000         6,000
  Paid-in capital...................................  111,985,000    47,211,000
  Accumulated deficit...............................  (10,197,000)  (11,613,000)
  Treasury stock, 61,068 shares of Class A common
   stock, at cost...................................     (759,000)          --
  Accumulated other comprehensive income............      166,000       (46,000)
                                                     ------------   -----------
    Total stockholders' equity......................  101,206,000    35,560,000
                                                     ------------   -----------
    Total liabilities and stockholders' equity...... $129,113,000   $71,286,000
                                                     ============   ===========
</TABLE>

           See notes to condensed consolidated financial statements.

                                       1
<PAGE>

                MODEM MEDIA . POPPE TYSON, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                Three Months Ended        Nine Months Ended
                                   September 30,            September 30,
                              -----------------------  ------------------------
                                 1999        1998         1999         1998
                              ----------- -----------  -----------  -----------
                                    (unaudited)        (unaudited)
<S>                           <C>         <C>          <C>          <C>
Revenues..................... $21,121,000 $10,930,000  $49,546,000  $30,397,000
Costs and expenses:
  Salaries and benefits......  11,683,000   7,473,000   29,163,000   20,793,000
  Office and general.........   5,793,000   4,319,000   14,734,000   10,309,000
  Amortization of goodwill...     756,000     461,000    2,065,000    1,308,000
  Operating losses of True
   North Units Held for
   Transfer..................         --       10,000          --        13,000
                              ----------- -----------  -----------  -----------
    Total costs and
     expenses................  18,232,000  12,263,000   45,962,000   32,423,000
                              ----------- -----------  -----------  -----------
Operating income (loss)......   2,889,000  (1,333,000)   3,584,000   (2,026,000)
Interest income (expense),
 net.........................     565,000      (1,000)   1,406,000       (5,000)
                              ----------- -----------  -----------  -----------
Income (loss) before income
 taxes.......................   3,454,000  (1,334,000)   4,990,000   (2,031,000)
Provision (benefit) for
 income taxes................   2,146,000    (208,000)   3,574,000       57,000
                              ----------- -----------  -----------  -----------
Net income (loss)............ $ 1,308,000 $(1,126,000) $ 1,416,000  $(2,088,000)
                              =========== ===========  ===========  ===========
Net income (loss) per share:
  Basic...................... $      0.12 $     (0.15) $      0.13  $     (0.29)
                              =========== ===========  ===========  ===========
  Diluted.................... $      0.11 $     (0.15) $      0.13  $     (0.29)
                              =========== ===========  ===========  ===========
Weighted-average number of
 common shares outstanding:
  Basic......................  11,170,000   7,263,000   10,569,000    7,263,000
                              =========== ===========  ===========  ===========
  Diluted....................  11,812,000   7,263,000   11,172,000    7,263,000
                              =========== ===========  ===========  ===========
</TABLE>


           See notes to condensed consolidated financial statements.

                                       2
<PAGE>

                MODEM MEDIA . POPPE TYSON, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                         Nine Months Ended
                                                           September 30,
                                                      ------------------------
                                                         1999         1998
                                                      -----------  -----------
                                                      (unaudited)
<S>                                                   <C>          <C>
Cash flows from operating activities:
  Net income (loss).................................. $ 1,416,000  $(2,088,000)
  Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
   Depreciation......................................   2,589,000    1,165,000
   Amortization of goodwill..........................   2,065,000    1,308,000
   Provision for doubtful accounts...................     240,000      251,000
   Loss on disposal of equipment.....................     201,000      155,000
   Changes in assets and liabilities:
    Accounts receivable..............................    (421,000)  (4,487,000)
    Unbilled revenues................................  (2,875,000)      57,000
    Other current assets.............................    (741,000)    (677,000)
    Accounts payable, accrued expenses and other
     current liabilities.............................   3,154,000    4,926,000
    Pre-billed media.................................  (1,361,000)    (340,000)
    Advance billings.................................     368,000     (600,000)
    Deferred revenues................................  (2,229,000)   1,450,000
    Other, net.......................................  (2,042,000)    (990,000)
    Net assets of True North Units Held for
     Transfer........................................         --       129,000
                                                      -----------  -----------
      Net cash provided by operating activities......     364,000      259,000
Cash flows from investing activities:
  Purchase of property and equipment.................  (6,285,000)  (2,591,000)
  Acquisition, net of cash acquired..................  (1,419,000)         --
                                                      -----------  -----------
      Net cash used in investing activities..........  (7,704,000)  (2,591,000)
Cash flows from financing activities:
  Proceeds from initial public offering..............  43,459,000          --
  Purchase of short-term investments................. (14,800,000)         --
  Funding to True North..............................  (3,297,000)     (88,000)
  Purchase of treasury stock.........................    (759,000)         --
  Principal payments made under capital lease
   obligations.......................................    (295,000)    (289,000)
  Exercise of stock options..........................   4,207,000          --
  Other, net.........................................         --         2,000
                                                      -----------  -----------
      Net cash provided by (used in) financing
       activities....................................  28,515,000     (375,000)
Effect of exchange rates on cash and cash
 equivalents.........................................     (84,000)         --
                                                      -----------  -----------
Net increase (decrease) in cash and cash
 equivalents.........................................  21,091,000   (2,707,000)
Cash and cash equivalents, beginning of the period...   7,824,000    7,056,000
                                                      -----------  -----------
Cash and cash equivalents, end of the period......... $28,915,000  $ 4,349,000
                                                      ===========  ===========
</TABLE>

           See notes to condensed consolidated financial statements.

                                       3
<PAGE>

                MODEM MEDIA . POPPE TYSON, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Summary of Significant Accounting Policies

   Nature of Operations--Modem Media . Poppe Tyson, Inc. ("Modem Media" or the
"Company") is a subsidiary of True North Communications Inc. ("True North") and
a leading builder and marketer of customer-focused e-businesses for world-class
brands. Based on customer-driven insights, the Company identifies e-business
opportunities, and utilizes its conceptual, technological and marketing
expertise to build, distribute and manage unique e-business solutions for its
clients around the globe. Headquartered in Norwalk, CT, the Company has offices
in New York City, San Francisco, Toronto, London, Munich, Tokyo, Hong Kong, and
an affiliate office in Sao Paolo.

   Basis of Presentation--The condensed consolidated balance sheet as of
September 30, 1999, the condensed consolidated statements of operations for the
three and nine months ended September 30, 1999, the condensed consolidated
statement of operations for the three months ended September 30, 1998 and the
condensed consolidated statement of cash flows for the nine months ended
September 30, 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, 1999 and 1998 are not necessarily indicative of the results to be expected
for any other interim period or any future fiscal year.

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

   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, the losses of certain foreign subsidiaries on which the
Company did not recognize a tax benefit and the tax effects of the non-
strategic digital interactive marketing operations that the Company sold back
to True North effective October 1, 1998 (see Note 2).

   Cash, Cash Equivalents and Short-Term Investments--The Company considers all
highly liquid investments with a maturity of three months or less at the time
of purchase to be cash equivalents. All investments with a maturity greater
than three months at the time of purchase are accounted for under SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities. As of
September 30, 1999, all of the Company's short-term investments have been
classified as held-to-maturity securities 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.


                                       4
<PAGE>

                MODEM MEDIA . POPPE TYSON, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   Net Income (Loss) Per Share--In accordance with SFAS No. 128, Earnings Per
Share, basic net income (loss) per share is computed using the weighted-average
number of common shares outstanding during each period. Diluted net income
(loss) per share gives effect to all potential dilutive securities that were
outstanding during each period. The Company had net losses for the three and
nine months ended September 30, 1998; as a result, none of the options
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:

<TABLE>
<CAPTION>
                                      Three Months Ended   Nine Months Ended
                                        September 30,        September 30,
                                     -------------------- --------------------
                                        1999      1998       1999      1998
                                     ---------- --------- ---------- ---------
<S>                                  <C>        <C>       <C>        <C>
Basic weighted-average number of
 common shares outstanding.......... 11,170,000 7,263,000 10,569,000 7,263,000
Potential dilutive effect of stock
 options............................    642,000       --     603,000       --
                                     ---------- --------- ---------- ---------
Diluted weighted-average number of
 common shares
 outstanding........................ 11,812,000 7,263,000 11,172,000 7,263,000
                                     ========== ========= ========== =========
</TABLE>

   All historical weighted-average share and per-share amounts have been
restated to reflect a 0.95-for-1 reverse stock split, which occurred on
February 3, 1999 (see Note 3).

2. Acquisitions

   On December 31, 1996, True North, through the Company, acquired a 64%
interest in Modem Media Advertising Limited Partnership (the "Modem
Partnership"). In addition to the consideration initially paid, True North was
obligated to make cash payments of up to $19,000,000 and issue $4,000,000 in
shares of True North common stock to the former owners of the Modem Partnership
upon completion of an initial public offering of the Company's common stock.
The acquisition agreement also required additional payments to be made
contingent on the Company meeting certain targeted operating levels prior to
such offering, which payments would thereby reduce the aforementioned
$19,000,000 obligation. Pursuant to the agreement, payments aggregating
$4,413,000 were made to the former owners through December 31, 1998. On
February 10, 1999, the Company completed an initial public offering of its
common stock (see Note 3). As a result, True North paid $14,587,000 in cash and
issued $3,931,000 in True North common stock to the former owners of the Modem
Partnership, thereby resulting in corresponding increases in goodwill recorded
on the books of the Company. Such amounts are being amortized over the
remainder of the original amortization period.

   On February 3, 1999, the Company signed a definitive agreement with True
North to purchase the strategic interactive marketing operations of Poppe
Tyson, Inc. effective October 1, 1998 in exchange for (i) the net assets of the
non-strategic digital interactive marketing operations originally contributed
by True North to the Company in 1996 and (ii) 809,514 shares of Class B common
stock of the Company. In conjunction with this transaction, True North forgave
$5,763,000 of intercompany borrowings and transferred $1,624,000 of fixed
assets to the Company.

   In June 1999, the Company acquired 100% of the outstanding capital stock of
a builder and marketer of e-businesses in Tokyo, Japan for approximately
$1,400,000 in cash. Pursuant to the acquisition agreement, the Company is
obligated to make additional payments of up to approximately $2,700,000 if the
acquired entity's operating results exceed certain targeted levels annually
through 2002. At the Company's discretion, such payments may be comprised of
cash and/or common stock of the Company. The acquisition has been accounted for
under the purchase method of accounting and, accordingly, the operating results
of the acquired entity have been included in the Company's consolidated
financial statements from the date of its acquisition. The net

                                       5
<PAGE>

                MODEM MEDIA . POPPE TYSON, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

assets of the acquired entity were not significant. The excess of purchase
price over the net assets acquired of approximately $1,400,000 is reflected in
the accompanying condensed consolidated balance sheet as of September 30, 1999
and is being amortized over a ten-year period.

3. Equity

   Change in Authorized Shares/Reverse Stock Split--On January 11, 1999, the
Company's Board of Directors approved an amendment to the Company's Certificate
of Incorporation to provide for the authorization of an aggregate of 39,351,376
shares of Class A common stock and 5,648,624 shares of Class B common stock. On
that date, the Board of Directors also approved a 0.95-for-1 reverse split of
both classes of the Company's outstanding common stock effective upon
completion of the acquisition of the strategic interactive marketing operations
of Poppe Tyson, Inc., which occurred on February 3, 1999 (see Note 2).
Accordingly, all historical share and per-share amounts have been restated to
reflect the changes in authorized shares and the reverse stock split.

   Initial Public Offering--On February 10, 1999, the Company completed an
initial public offering of 2,990,000 shares of its Class A common stock at an
initial public offering price of $16.00 per share. Total net proceeds from the
offering were approximately $42,051,000. The Company used $6,000,000 of these
proceeds to settle an intercompany note payable to True North, and
approximately $7,400,000 to acquire and fund the operations of complementary
businesses in Tokyo, Japan (see Note 2) and Munich, Germany (see Note 9). The
Company expects to use the remaining net proceeds for general corporate
purposes, strategic initiatives, additional international expansion and the
funding of certain international operations that are not expected to be self-
sufficient in the near-term. Pending the use of the net proceeds for the above
purposes, the Company has invested such funds in short-term, interest-bearing,
investment grade obligations that are reflected as cash equivalents and short-
term investments in the accompanying condensed consolidated balance sheet as of
September 30, 1999.

   Stockholders and Registration Rights Agreements--In May 1999, the Company
and True North entered into a stockholders' agreement ("Stockholders
Agreement") which stipulates, among other things, that upon the earlier of (i)
the date True North and its affiliates no longer own at least 35% of the
outstanding capital stock of the Company and (ii) June 30, 2000, True North
agrees that it and its affiliates will convert all of their shares of Class B
common stock of the Company into shares of Class A common stock of the Company.

   On August 1, 1999, as part of the Stockholders Agreement, the Company and
True North entered into a registration rights agreement that contains
provisions granting the holders of Class B common stock, and certain holders of
Class A common stock, the right to participate in certain registrations of the
Company's common stock, subject to limitations outlined therein. In addition,
the agreement also provides the holders of Class B common stock of the Company
the right to initiate the registration of their securities, subject to certain
timing and other limitations.

   Warrants--On August 9, 1999, the Company entered into an agreement to
provide $12,000,000 of services to General Electric Company ("GE") through
September 30, 2000. If GE fails to meet its obligation to purchase such
services prior to September 30, 2000, GE will make a cash payment to the
Company equal to the difference between the $12,000,000 commitment and the
actual amount of services purchased during such period. In conjunction with
GE's commitment to purchase the aforementioned services, the Company granted
General Electric Capital Corporation a warrant to purchase 95,000 shares of the
Company's Class A common stock at $24.32 per share, the average of the high and
low trading prices during the five trading days prior to the grant date. The
warrants vested immediately and expire on August 8, 2004. The fair value of
these warrants, as determined by an independent appraisal expert, will result
in a non-cash charge of $587,100, which

                                       6
<PAGE>

                MODEM MEDIA . POPPE TYSON, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

will be reflected as a reduction of revenues ratably as services are provided
over the length of the agreement. Revenues from GE for the three and nine
months ended September 30, 1999 have been reduced by a non-cash charge of
$117,000 in the accompanying condensed consolidated financial statements.

4. Comprehensive Income

   The Company reflects its comprehensive income, such as unrealized gains and
losses on the Company's foreign currency translation adjustments, as a separate
component of stockholders' equity as required by SFAS No. 130, Reporting
Comprehensive Income. Total comprehensive income (loss) for the three and nine
months ended September 30, 1999 and 1998 was as follows:

<TABLE>
<CAPTION>
                                 Three Months Ended      Nine Months Ended
                                   September 30,           September 30,
                               ----------------------  ----------------------
                                  1999       1998         1999       1998
                               ---------- -----------  ---------- -----------
<S>                            <C>        <C>          <C>        <C>
Net income (loss)............. $1,308,000 $(1,126,000) $1,416,000 $(2,088,000)
Foreign currency translation
 adjustment...................    212,000      29,000     212,000      45,000
                               ---------- -----------  ---------- -----------
  Total comprehensive income
   (loss)..................... $1,520,000 $(1,097,000) $1,628,000 $(2,043,000)
                               ========== ===========  ========== ===========
</TABLE>

5. Stock Purchase Plan

   In February 1999, the Company established an Employee Stock Purchase Plan
(the "Purchase Plan") under which a total of 950,000 shares of Class A common
stock have been made available for sale. The Purchase Plan permits eligible
employees to purchase Class A common stock through payroll deductions, which
may not exceed 15% of an employee's compensation, as defined, subject to
certain limitations. Each offering period under the Purchase Plan lasts twenty-
four months for a participant, the first of which began on February 15, 1999
and terminates on February 14, 2001. During each offering period, there are a
series of consecutive, overlapping purchase periods, each approximately six
months in duration. For employees other than those who elected participation in
the initial purchase period, the purchase price of each share of Class A common
stock under this plan will be equal to 85% of the fair market value per share
of Class A common stock on the first or last day of the purchase period,
whichever is lower. However, for employees who elected participation in the
initial purchase period, the purchase price of each share of Class A common
stock during the first offering period will be equal to 85% of the initial
public offering price or the fair market value on the last day of each purchase
period, whichever is lower, provided that the employees do not withdraw from
the Purchase Plan during the offering period. Employees may modify or end their
participation in the Purchase Plan at any time during an offering period,
subject to certain limitations. Participation ends automatically upon
termination of employment with the Company. The Purchase Plan will terminate in
2009 unless sooner terminated by the Company's Board of Directors.

6. Related Party Transactions

   True North Note Receivable--The Company's $4,500,000 note receivable from
True North, reflected as "True North note receivable" in the accompanying
condensed consolidated balance sheet as of December 31, 1998, was repaid by
True North in February 1999.

   Due to True North--The Company's outstanding balance under its credit
facility with True North, reflected as "Due to True North" in the accompanying
condensed consolidated balance sheet as of December 31, 1998, was repaid by the
Company in April 1999.

   Note Payable to True North--The Company's $6,000,000 note payable to True
North was repaid in February 1999 with a portion of the Company's net proceeds
from its initial public offering (see Note 3).

                                       7
<PAGE>

                MODEM MEDIA . POPPE TYSON, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


7. Geographic Information

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

<TABLE>
<CAPTION>
                              Three Months Ended         Nine Months Ended
                                September 30,              September 30,
                           -------------------------  ------------------------
                               1999         1998         1999         1998
                           ------------  -----------  -----------  -----------
<S>                        <C>           <C>          <C>          <C>
Revenues:
  Domestic................ $ 17,607,000  $ 9,467,000  $42,364,000  $26,752,000
  International...........    3,514,000    1,463,000    7,182,000    3,645,000
                           ------------  -----------  -----------  -----------
                           $ 21,121,000  $10,930,000  $49,546,000  $30,397,000
                           ============  ===========  ===========  ===========
Income (loss) before
 income taxes:
  Domestic................ $  4,077,000  $(1,087,000) $ 6,273,000  $(1,608,000)
  International...........     (623,000)    (237,000)  (1,283,000)    (410,000)
  True North Units Held
   for Transfer...........          --       (10,000)         --       (13,000)
                           ------------  -----------  -----------  -----------
                           $  3,454,000  $(1,334,000) $ 4,990,000  $(2,031,000)
                           ============  ===========  ===========  ===========
Net income (loss):
  Domestic................ $  1,994,000  $  (822,000) $ 2,691,000  $(1,494,000)
  International...........     (686,000)    (251,000)  (1,275,000)    (465,000)
  True North Units Held
   for Transfer...........          --       (53,000)         --      (129,000)
                           ------------  -----------  -----------  -----------
                           $  1,308,000  $(1,126,000) $ 1,416,000  $(2,088,000)
                           ============  ===========  ===========  ===========
</TABLE>

8. Supplemental Cash Flow Data

<TABLE>
<CAPTION>
                                               Three Months
                                                   Ended       Nine Months Ended
                                               September 30,     September 30,
                                             ----------------- -----------------
                                               1999     1998     1999     1998
                                             -------- -------- -------- --------
<S>                                          <C>      <C>      <C>      <C>
Interest paid............................... $ 29,000 $ 70,000 $106,000 $127,000
Taxes paid.................................. $301,000 $491,000 $837,000 $689,000
</TABLE>

9. Subsequent Event

   Effective October 4, 1999, the Company acquired 100% of the outstanding
capital stock of MEX Multimedia Experts GmbH ("MEX"), a developer of
interactive business solutions in Munich, Germany, for approximately
$5,400,000, which was comprised of $3,000,000 in cash and $2,400,000 in Class A
common stock. The acquisition was accounted for under the purchase method of
accounting and, accordingly, the operating results of MEX will be included in
the Company's consolidated financial statements from the date of its
acquisition. The excess of purchase price over the net assets acquired of
approximately $5,500,000 will be amortized over a ten-year period.

                                       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 the actual results of Modem
Media 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, dependence on a limited number of clients,
variability of operating results, the ability to integrate acquired companies,
the cost and timing of international expansion, the ability to estimate costs
in fixed-fee assignments, the cost and timing of the implementation of the
Modem Media Year 2000 project, the timely response to and correction by third
parties and clients of their Year 2000 issues, the extent to which the
interests of Modem Media's controlling stockholder, True North, conflict with
Modem Media's interests, the ability to manage future growth, dependence on key
management personnel, exclusivity arrangements with clients that may limit the
ability to provide services to others, dependence on technology, dependence on
the continued growth of the Internet, and changes in government regulation. In
light of these and other uncertainties, the forward-looking statements included
in this document should not be regarded as a representation by Modem Media that
its plans and objectives will be achieved.

Overview

   Modem Media is a leading builder and marketer of customer-focused e-
businesses for world-class brands. Modem Media enables global marketers to
attract, acquire and retain customers on the Internet by providing superior
marketing strategy, consulting, technology, creative and media services. Modem
Media derives substantially all of its revenues from fees for building,
distributing and managing unique e-business solutions for its clients around
the globe. Modem Media's global office network provides the following services
to its clients:

  .  Internet business consulting and long-term strategic plans

  .  website, e-commerce, and e-care platform design and development

  .  Internet marketing and distribution strategy and execution

  .  customer relationship optimization strategy and execution

   A majority of Modem Media's revenues are derived from fixed-fee assignments.
Modem Media recognizes revenues as services are rendered. Modem Media
reassesses its estimated costs on each project periodically and losses are
accrued, on a project-by-project basis, to the extent costs incurred and
anticipated costs to complete projects exceed anticipated billings. Provisions
for losses on uncompleted contracts are recognized in the period in which such
losses are determined.

   Clients generally hire Modem Media on an engagement basis rather than a
retainer basis. Once a project is completed, there can be no assurance that a
client will engage Modem Media for future services. As a result, a client that
generates substantial revenue for Modem Media in one period may not be a
substantial source of revenue in a subsequent period. In addition, Modem
Media's clients generally have the right to terminate their relationships with
Modem Media without penalty and with relatively short or no notice. The
termination of Modem Media's business relationships with any of its significant
clients, or a material reduction in the use of Modem Media's services by any
such clients, could adversely affect Modem Media's business, financial
condition and results of operations.

   Salaries and benefits represent the majority of Modem Media's operating
expenses. These expenses include salaries, employee benefits, incentive
compensation and other payroll-related costs. Office and general is comprised
of office rent, utilities, depreciation, amortization of software, professional
and consulting fees, travel, telephone and other related expenses.

                                       9
<PAGE>

   Modem Media has experienced operating losses as well as net losses in ten of
the fifteen quarters from January 1, 1996 through September 30, 1999. Although
Modem Media has experienced revenue growth in recent periods, these growth
rates may not be sustainable or indicative of future operating results. In
addition, Modem Media has incurred substantial costs to expand and integrate
its operations and intends to continue to invest heavily in ongoing expansion
and integration efforts as well as infrastructure development. As a result,
there can be no assurance that Modem Media will sustain profitability.

Seasonality and Other Factors Affecting Operating Results

   Modem Media's revenues have historically been higher during the second half
of each year as its clients prepare marketing campaigns for products and
services launched in anticipation of fall trade shows and the holiday season.
In the past, Modem Media has experienced revenue declines during the first
quarter of the year from the fourth quarter of the preceding year as clients
reestablish their annual marketing and advertising budgets. Although Modem
Media did not experience this variation in the first quarter of 1999, there can
be no assurance that the variation will not return in future fiscal years.

   Modem Media's 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, Modem Media's relative mix of business, changes in Modem
Media's pricing strategies or those of its competitors, employee utilization
rates, changes in personnel and other factors that are outside of Modem Media's
control. In addition, Modem Media has experienced some variation in operating
results throughout the year resulting in part from marketing communications
spending patterns and business cycles of its clients. As a result, period-to-
period comparisons of Modem Media's operating results cannot be relied upon as
indicators of future performance.

   During the second quarter of 1999, Modem Media resigned its relationship
with AT&T. Management does not expect the resignation to have a material
adverse impact on the operating results of Modem Media through the end of 1999
or beyond.

Results of Operations

   The following table sets forth certain statements of operations data of
Modem Media for the three and nine months ended September 30, 1999 and 1998
included elsewhere in this Quarterly Report on Form 10-Q:

<TABLE>
<CAPTION>
                                          Three Months
                                              Ended       Nine Months Ended
                                          September 30,     September 30,
                                         ---------------  -------------------
                                          1999    1998       1999      1998
                                         ------- -------  ----------  -------
                                                   (in thousands)
                                           (unaudited)    (unaudited)
<S>                                      <C>     <C>      <C>         <C>
Revenues................................ $21,121 $10,930   $49,546    $30,397
Salaries and benefits...................  11,683   7,473    29,163     20,793
Office and general......................   5,793   4,319    14,734     10,309
Amortization of goodwill................     756     461     2,065      1,308
Operating losses of True North Units
 Held for Transfer......................     --       10       --          13
                                         ------- -------   -------    -------
Operating income (loss).................   2,889  (1,333)    3,584     (2,026)
Interest income (expense), net..........     565      (1)    1,406         (5)
Provision (benefit) for income taxes....   2,146    (208)    3,574         57
                                         ------- -------   -------    -------
Net income (loss)....................... $ 1,308 $(1,126)  $ 1,416    $(2,088)
                                         ======= =======   =======    =======
</TABLE>

                                       10
<PAGE>

   The following table sets forth certain items from Modem Media's statements
of operations data as a percentage of total revenues for the periods indicated:

<TABLE>
<CAPTION>
                                Three Months Ended     Nine Months Ended
                                   September 30,         September 30,
                                --------------------   ---------------------
                                  1999       1998         1999       1998
                                  ----       ----         ----       ----
                                    (unaudited)        (unaudited)
<S>                             <C>        <C>         <C>          <C>
Revenues.......................     100.0%     100.0%       100.0%     100.0%
Salaries and benefits..........      55.3       68.4         58.9       68.4
Office and general.............      27.4       39.5         29.7       33.9
Amortization of goodwill.......       3.6        4.2          4.2        4.3
Operating losses of True North
 Units Held for Transfer.......       --         0.1          --         0.1
                                ---------  ---------     --------   --------
Operating income (loss)........      13.7      (12.2)         7.2       (6.7)
Interest income (expense),
 net...........................       2.7        --           2.8        --
Provision (benefit) for income
 taxes.........................      10.2       (1.9)         7.2        0.2
                                ---------  ---------     --------   --------
Net income (loss)..............       6.2%     (10.3)%        2.8%      (6.9)%
                                =========  =========     ========   ========
</TABLE>

Results of Operations--Three Months Ended September 30, 1999 Compared to Three
Months Ended September 30, 1998

   Revenues. Revenues increased $10.2 million, or 93.2%, to $21.1 million for
the three months ended September 30, 1999 from $10.9 million for the three
months ended September 30, 1998. Revenues increased primarily as a result of
increased services provided to existing clients, as well as the addition of new
clients.

   Salaries and Benefits. Salaries and benefits increased $4.2 million, or
56.3%, to $11.7 million for the three months ended September 30, 1999 from $7.5
million for the three months ended September 30, 1998. Salaries and benefits
represented 55.3% and 68.4% of revenues for the three months ended September
30, 1999 and 1998, respectively. The dollar increase in salaries and benefits
is attributable to a company-wide increase in headcount to better manage the
growth of its business, service clients and actively pursue new client
business. The decrease of salaries and benefits as a percentage of revenue is
due primarily to higher percentage growth rates in revenue.

   Office and General. Office and general increased $1.5 million, or 34.1%, to
$5.8 million for the three months ended September 30, 1999 from $4.3 million
for the three months ended September 30, 1998. Office and general represented
27.4% and 39.5% of revenues for the three months ended September 30, 1999 and
1998, respectively. The dollar increase in office and general is primarily due
to increased occupancy, professional and office support expenses incurred in
connection with international expansion and increases in headcount. The
decrease of office and general as a percentage of revenue is due primarily to
higher percentage growth rates in revenue.

   Amortization of Goodwill. Amortization of goodwill increased by $0.3
million, or 64.0%, to $0.8 million for the three months ended September 30,
1999 from $0.5 million for the three months ended September 30, 1998. The
increase is primarily a result of the payment of additional purchase price for
Modem Media Advertising Limited Partnership ("the Modem Partnership") by True
North to the former owners of the Modem Partnership of $18.5 million in
February 1999, as well as Modem Media's acquisition in Japan during June 1999
(see Note 2 of Notes to Condensed Consolidated Financial Statements).

   Operating Losses of True North Units Held for Transfer. The non-strategic
digital interactive marketing operations were sold to True North effective
October 1, 1998. Accordingly, the operating results of such entities are not a
part of the Company's operating results for the three months ended September
30, 1999.

   Interest Income (Expense), Net. The net increase to $0.6 million during the
three months ended September 30, 1999 is principally attributable to interest
income earned on investments purchased with the proceeds from Modem Media's
initial public offering.

                                       11
<PAGE>

   Income Taxes. Modem Media had 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, as compared to a benefit for income taxes of $0.2 million on a pre-tax
loss of $1.3 million for the three months ended September 30, 1998. The
effective income tax rate was 62.1% for the three months ended September 30,
1999 as compared to an effective income tax benefit rate of 15.6% for the three
months ended September 30, 1998. 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 Modem Media
did not recognize tax benefits.

Results of Operations--Nine Months Ended September 30, 1999 Compared to Nine
Months Ended September 30, 1998

   Revenues. Revenues increased $19.1 million, or 63.0%, to $49.5 million for
the nine months ended September 30, 1999 from $30.4 million for the nine months
ended September 30, 1998. Revenues increased primarily as a result of increased
services provided to existing clients, as well as the addition of new clients.

   Salaries and Benefits. Salaries and benefits increased $8.4 million, or
40.3%, to $29.2 million for the nine months ended September 30, 1999 from $20.8
million for the nine months ended September 30, 1998. Salaries and benefits
represented 58.9% and 68.4% of revenues for the nine months ended September 30,
1999 and 1998, respectively. The dollar increase in salaries and benefits is
attributable to a company-wide increase in headcount to better manage the
growth of its business, service clients and actively pursue new client
business. The decrease of salaries and benefits as a percentage of revenue is
due primarily to higher percentage growth rates in revenue.

   Office and General. Office and general increased $4.4 million, or 42.9%, to
$14.7 million for the nine months ended September 30, 1999 from $10.3 million
for the nine months ended September 30, 1998. Office and general represented
29.7% and 33.9% of revenues for the nine months ended September 30, 1999 and
1998, respectively. The dollar increases in office and general were primarily
due to increased occupancy, professional and office support expenses incurred
in connection with international expansion and increases in headcount. The
decrease of office and general as a percentage of revenue is due primarily to
higher percentage growth rates in revenue.

   Amortization of Goodwill. Amortization of goodwill increased by $0.8
million, or 57.9%, to $2.1 million for the nine months ended September 30, 1999
from $1.3 million for the nine months ended September 30, 1998. The increase is
a result of the payment of additional purchase price for the Modem Partnership
by True North to the former owners of the Modem Partnership of $3.3 million and
$18.5 million in May 1998 and February 1999, respectively, as well as Modem
Media's acquisition in Japan during June 1999 (see Note 2 of Notes to Condensed
Consolidated Financial Statements).

   Operating Losses of True North Units Held for Transfer. The non-strategic
digital interactive marketing operations were sold to True North effective
October 1, 1998. Accordingly, the operating results of such entities are not a
part of the Company's operating results for the nine months ended September 30,
1999.

   Interest Income (Expense), Net. The net increase to $1.4 million during the
nine months ended September 30, 1999 is principally attributable to interest
income earned on investments purchased with the proceeds from Modem Media's
initial public offering.

   Income Taxes. Modem Media had 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,
as compared to a provision for income taxes of $0.1 million on a pre-tax loss
of $2.0 million for the nine months ended September 30, 1998. The effective
income tax rates for the nine months ended September 30, 1999 and 1998 were
71.6% and 2.8%, respectively. 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 Modem Media
did not recognize tax benefits.

                                       12
<PAGE>

Liquidity and Capital Resources

   Modem Media historically has financed its operations primarily from funds
generated from operations, its initial public offering and, prior to the
offering, from borrowings from True North. At December 31, 1998, Modem Media
had a non-interest bearing intercompany note payable to True North of $6.0
million, which was repaid in February 1999 from the net proceeds of Modem
Media's initial public offering. Pursuant to agreements between True North and
its lenders, Modem Media is subject to limitations on indebtedness that could
adversely affect Modem Media's ability to secure debt financing in the future.

   Net cash provided by operating activities was $0.4 million and $0.3 million
for the nine months ended September 30, 1999 and 1998, respectively. The
investment in working capital was offset by depreciation expense and goodwill
amortization, which totaled $4.7 million and $2.5 million for the nine months
ended September 30, 1999 and 1998, respectively.

   Net cash used in investing activities was $7.7 million and $2.6 million for
the nine months ended September 30, 1999 and 1998, respectively. Investing
activities reflect the June 1999 acquisition by the Company of a builder and
marketer of e-businesses in Japan, capital expenditures to purchase and install
enterprise software in 1999, and purchases of other property and equipment in
both periods.

   Net cash provided by (used in) financing activities was $28.5 million and
$(0.4) million for the nine months ended September 30, 1999 and 1998,
respectively. The primary source of cash flows from financing activities was
Modem Media's initial public offering in February 1999.

   Modem Media's short-term capital commitments include lease payments over the
next 12 months aggregating approximately $4.9 million and the funding of
certain international operations which are not expected to be self-sufficient
in the near-term. The long-term capital needs of Modem Media will depend on
numerous factors, including the rates at which Modem Media is able to obtain
new business from clients and expand its personnel and infrastructure to
accommodate growth, as well as the rate at which it chooses to invest in new
technologies and additional global expansion. Modem Media has ongoing needs for
capital, including working capital for operations, project development costs
and capital expenditures to maintain and expand its operations.

   In August 1998, True North extended a credit facility to Modem Media
allowing for revolving borrowings in the amount of up to $3.0 million to be
outstanding at any given time. The credit facility with True North expires in
February 2001, or upon 60 days advance notice if True North's voting control in
Modem Media falls below 50% of total voting power. There are no borrowings
outstanding under this facility as of September 30, 1999.

   Modem Media believes that the net proceeds from its initial public offering,
together with funds available from operations, if any, will be sufficient to
meet its capital needs for at least the next twelve months. A portion of the
net proceeds from the offering may also be used to acquire or invest in
complementary companies, services, products or technologies, or to invest in
strategic initiatives or geographic expansion. Modem Media has no agreements or
commitments with respect to any such transactions other than those disclosed in
the notes to the accompanying condensed consolidated financial statements.

Year 2000 Compliance

   The following Year 2000 statement is a Year 2000 Readiness Disclosure made
pursuant to Section 7(b) of the Year 2000 Information and Readiness Disclosure
Act.

   Modem Media continues to evaluate and address date-sensitive system issues
associated with the Year 2000. The Company's approach to addressing the Year
2000 issue is team-based, involving employees from multiple disciplines and an
outside consultant. Modem Media is approaching this issue in the following five
phases: awareness, assessment (including an inventory and review of information
technology systems,

                                       13
<PAGE>

hardware, software, non-information technology systems and equipment),
repair/replacement, testing and implementation.

   Regarding both the IT and non-IT systems, Modem Media has completed the
awareness phase. Modem Media is approximately 76% complete with respect to the
assessment phase, although the acquisition of offices in Tokyo, Japan and
Munich, Germany during 1999 have contributed to a delay in completing this
assessment phase. Modem Media has determined, as of the end of the third
quarter, that 7% of all items assessed require remediation and repair, of which
the repair/replacement is approximately 76% complete. Modem Media is over 75%
complete with respect to the testing and implementation phases. Completion of
the assessment, repair/replacement, testing and implementation phases is
expected during the fourth quarter of 1999.

   Thus far, the assessment phase has revealed that Modem Media's non-
information technology systems do not contain any elements that are susceptible
to Year 2000 problems. Modem Media has limited exposure in its IT systems and
very little custom software. Remediation of commercial off-the-shelf software
has been scheduled and involves upgrades, replacement, or retirement of
packages determined to pose risk to normal operations. The few custom
applications are being assessed and plans have been made to address identified
date issues. All client system hardware has been upgraded or slated for
retirement prior to the end of this year. The assessment of servers is underway
with remediation taking place in parallel. As a result, Modem Media believes
that its internal computer systems will properly utilize dates beyond December
31, 1999. If, in the worst case scenario, such replacement is not made or is
not completed on a timely basis, the Year 2000 issue could have a material
impact on the operations of Modem Media.

   Furthermore, there can be no assurance that Modem Media's suppliers will not
experience material business disruptions as a result of the Year 2000 issue
that could affect Modem Media. In this regard, Modem Media has asked each of
its third-party suppliers to confirm that they are Year 2000 compliant.
Substantially all of Modem Media's third-party suppliers have indicated that
they expect to be Year 2000 compliant by the Year 2000 based on their progress
to date, and a majority have indicated that their Year 2000 compliance programs
have already been completed. However, in the worst case scenario, a substantial
number of third parties could be unable to complete their Year 2000 resolution
process, causing significant disruptions in Modem Media's ability to provide
services to its clients.

   Modem Media regularly conducts transactions and performs services that
interface directly with the systems of its clients. The inability of Modem
Media's clients to complete their Year 2000 compliance could cause them to
substantially reduce their spending on interactive marketing programs.

   In addition, True North has agreed to provide legal, tax preparation,
insurance, treasury, financing and debt and lease guaranty services to Modem
Media. Modem Media does not believe that any Year 2000 problems experienced by
True North would have a material effect on True North's ability to provide
these services to Modem Media, for the following reasons:

  .  True North's ability to provide these services is based for the most
     part on the availability of its personnel, rather than the integrity of
     its systems,

  .  the use of these systems by True North personnel is generally incidental
     to the services provided, and

  .  the systems used generally consist of off-the-shelf software that is
     readily replaceable.

   Modem Media is in the process of developing contingency plans to be used in
the event of a failure of its information technology systems. In connection
with Modem Media's assessment of third party readiness during 1999, Modem Media
is evaluating the extent to which contingency plans are needed based on the
level of uncertainty regarding such readiness. In the event Modem Media's
intermediaries or vendors do not expect to be Year 2000 compliant, Modem
Media's contingency plans may include replacing such intermediaries or vendors
or conducting the particular operation itself. Modem Media expects to complete
its contingency plans during the fourth quarter of 1999.

                                       14
<PAGE>

   Modem Media estimates the total cost of its Year 2000 program to be
approximately $500,000, of which $278,000 has been incurred through September
30, 1999 and none of which has been capitalized. There is no guarantee,
however, that the actual costs incurred will not differ materially from this
estimate.

   In order to keep pace with the growth and expansion of its business, Modem
Media decided in 1997 to replace its existing financial accounting system. The
implementation of the new system occurred during the third quarter of 1999.
Under the purchase agreement, the system provider has given Modem Media a two-
year limited warranty that the replacement financial accounting system will be
Year 2000 compliant.

                                       15
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

   Modem Media is 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 Modem
Media's Registration Statement on Form S-1 (No. 333-68057) effective. On
February 10, 1999, Modem Media completed an initial public offering of an
aggregate of 2,990,000 shares of Modem Media's Class A common stock at an
offering price of $16.00 per share. The managing underwriters for the offering
were BancBoston Robertson Stephens, NationsBanc Montgomery Securities LLC and
Bear, Stearns & Co. Inc. Net proceeds to Modem Media, 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 directors, officers, or general partners of the
issuer or their associates, to persons owning ten percent or more of any class
of equity securities of the issuer or to affiliates of the issuer. Modem Media
used $6,000,000 of these proceeds to settle an intercompany note payable to its
parent, True North, and approximately $7,400,000 to acquire and fund the
operations of e-businesses in Tokyo, Japan and Munich, Germany. Modem Media has
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

   Effective May 1, 1999, Doug Ahlers is no longer an executive officer of the
Company although he continues to be an employee of the Company.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<TABLE>
 <C>          <S>
    4.3       Registration Rights Agreement dated August 1, 1999 by and between
              certain Class A Common Stock Holders, Class B Common Stock
              Holders and the Company
    4.4       Warrant Agreement effective August 9, 1999 by and between Modem
              Media . Poppe Tyson, Inc. and General Electric Capital
              Corporation
    10.13*    Master Services Agreement dated July 15, 1999 between and among
              General Electric Corporation and the Company
    10.14*    Share Transfer Agreement dated October 4, 1999 of Mcx MULTIMEDIA
              EXPERTS GmbH by Modem Media Germany Holding Company GmbH, a
              wholly-owned subsidiary of the Company
    27.1      Financial Data Schedule
    99        Douglas C. Ahlers Resignation Letter dated April 30, 1999
</TABLE>
--------
*  Modem Media has requested confidential treatment from the Securities and
   Exchange Commission for portions of this document.

(b) Reports on Form 8-K

   None

                                       16
<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 . POPPE TYSON, INC.

Date: November 12, 1999

                                                  /s/ Gerald M. O'Connell
                                          By: _________________________________
                                                    Gerald M. O'Connell
                                                  Chief Executive Officer
                                               (Principal Executive Officer)


                                                   /s/ Steven C. Roberts
                                          By: _________________________________
                                                     Steven C. Roberts
                                                  Chief Financial Officer
                                                  (Principal Financial and
                                                    Accounting Officer)

                                       17