As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/12/07  24/7 Real Media Inc               SC 14D9/A              4:122K 24/7 Real Media Inc               Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9/A   Amendment to Tender-Offer                           HTML     22K 
                          Solicitation/Recommendation Statement                  
 2: EX-99.(A)(10)  Miscellaneous Exhibit                            HTML      6K 
 3: EX-99.(A)(11)  Miscellaneous Exhibit                            HTML      7K 
 4: EX-99.(A)(12)  Miscellaneous Exhibit                            HTML     69K 

This Amendment No. 2 to Schedule 14D-9 (this “Amendment”) amends and supplements the Schedule 14D-9 (the “Schedule 14D-9”) initially filed by 24/7 Real Media, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on May 31, 2007, as amended by Amendment No. 1 to the Schedule 14D-9 filed with the SEC by the Company on June 8, 2007, relating to the tender offer commenced by WPP Group plc, a United Kingdom public limited company (“WPP”), through its indirect wholly-owned subsidiary, TS Transaction, Inc., a Delaware corporation (the “Purchaser”), to acquire all of the outstanding Shares in exchange for $11.75 net to the sellers in cash without interest per Share, upon the terms and subject to the conditions of the Merger Agreement as described in the Offer to Purchase dated May 31, 2007 and in the related Letter of Transmittal contained in the Schedule TO filed by WPP and Purchaser with the SEC on May 31, 2007. Except as otherwise indicated herein, the information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9.

The information in the Schedule 14D-9 is incorporated in this Amendment by reference, except that such information is hereby amended and supplemented to the extent specifically provided herein.

ITEM 8. ADDITIONAL INFORMATION

Item 8 is hereby amended and supplemented by adding the following new paragraph at the end thereof:

“On June 11, 2007, plaintiff filed with the court an amended class action complaint with respect to the action orginally filed on May 29, 2007, which is attached hereto as Exhibit (a)(12) and is incorporated herein by reference. In addition to the allegations and requests for relief made in the initial complaint, as summarized above, the amended complaint alleges, among other things, that the Company failed to disclose certain information to its stockholders, and seeks relief including, among other things, the imposition of a constructive trust, in favor of the plaintiff, upon any benefits improperly received by the defendants as a result of their alleged wrongful conduct in connection with the Offer.”

ITEM 9. EXHIBITS

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:

	“(a)(10)		Email to 24/7 Real Media Employees Regarding Tender Offer
	(a)(11)		Transcript of Video Communication to 24/7 Real Media Employees
	(a)(12)		Amended Complaint filed by John Maybin in the Supreme Court of New York County, New York on June 11, 2007”

 

2

---

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	24/7 REAL MEDIA, INC.
	By		/s/ Mark E. Moran
			Mark E. Moran
			Executive Vice President, General Counsel and Secretary
Dated: June 12, 2007

 

3

---

EXHIBIT INDEX

(a)(10)		Email to 24/7 Real Media Employees Regarding Tender Offer
(a)(11)		Transcript of Video Communication to 24/7 Real Media Employees
(a)(12)		Amended Complaint filed by John Maybin in the Supreme Court of New York County, New York on June 11, 2007

 

4