UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~PURSUANT~~May 17, TO2007 Date ~~SECTION 13~~of ORReport 15(~~D) OF~~date ~~THE SECURITIES~~of ~~EXCHANGE~~earliest ~~ACT~~event ~~OF 1934~~reported)

May 9, 2007		0-29768
Date of Report (Date of earliest event reported)		Commission File Number

24/7 REAL MEDIA, INC.

~~24/7 REAL MEDIA, INC.~~ (Exact name of ~~registrant~~ Registrant as specified in its charter)

Delaware	130-~~3995672~~29768	13-3995672
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification Number)

132 West 31st Street ~~New York, New York 10001 (Address of Principal Executive Offices) (Zip Code)~~

~~(212) 231-7100 (Registrant’s~~New ~~telephone number~~York, ~~including~~New ~~area~~York ~~code)~~10001

~~Check~~(Address ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the registrant under any of the following provisions~~principal ~~(see~~executive ~~General~~offices, ~~Instruction~~including ~~A.2~~zip ~~below~~code):

~~o Written~~(212) ~~communications pursuant to Rule 425 under the Securities Act~~231-7100

o(Registrant’s telephone ~~Soliciting~~number, ~~material~~including ~~pursuant~~area ~~to Rule 14a-12 under the Exchange Act~~code)

o(Former name or ~~Pre-commencement~~former ~~communications~~address, ~~pursuant~~if tochanged ~~Rule 14d-2(b) under the~~since ~~Exchange~~last ~~Act~~report)

~~o Pre~~Check the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing is ~~pursuant~~intended to ~~Rule 13e-4(c) under~~simultaneously satisfy the filing obligation of the registrant ~~Exchange~~under ~~Act~~any of the following provisions:

~~Item~~o Written ~~2.02.~~communications ~~Results~~pursuant ofto ~~Operations~~Rule ~~and~~425 under ~~Financial~~the ~~Condition~~Securities Act (17 CFR 230.425)

Ono Soliciting ~~May 9,~~material ~~2007,~~pursuant ~~24/7 Real~~to ~~Media, Inc.~~Rule ~~issued a press release announcing financial results for~~14a-12 ~~the~~under ~~three months ended March 31, 2007. A copy of~~ the ~~press~~Exchange ~~release~~Act is(17 ~~being furnished~~CFR ~~as Exhibit 99~~240.~~1 to this Form 8~~14a-K.12)

~~The~~o Pre-commencement ~~Company~~communications ~~held~~pursuant ato ~~conference~~Rule ~~call~~14d-2(b) atunder ~~8:30 AM on May 10, 2007 in connection with its May 9, 2007 earnings release. A transcript of~~ the ~~conference~~Exchange ~~call~~Act is(17 ~~being~~CFR ~~furnished as Exhibit 99~~240.~~2 to this Form 8~~14d-K.2(b))

~~The information, including the exhibits, in this Form 8~~o Pre-Kcommencement iscommunications ~~being~~pursuant ~~furnished and~~to ~~shall~~Rule ~~not be deemed as “filed” for purposes of Section 18 of the Securities Act of 1934, as amended~~ 13e-4(~~the “Exchange Act”~~c), ~~or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing~~ under the ~~Securities~~Exchange Act of(17 ~~1933,~~CFR ~~as amended, or the Exchange Act, except as shall otherwise be expressly set forth by specific reference in such filing~~240.13e-4c))

Item 95.~~01.~~02 ~~Financial~~Departure ~~Statement~~of ~~and~~Directors ~~Exhibits.~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Exhibit Number		Description
99.1		Press release issued by 24/7 Real Media, Inc., dated May 9, 2007, entitled “24/7 Real Media Reports Results for First Quarter 2007.”
99.2		Transcript of 24/7 Real Media, Inc.’s Earnings Conference Call Held on May 10, 2007.

Employment Agreements

2On May 17, 2007, WPP Group plc, a United Kingdom public limited company (“WPP”), TS Transaction, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of WPP, and 24/7 Real Media, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

~~SIGNATURES~~In connection with the Merger Agreement, on May 17, 2007, the Company entered into employment agreements with David J. Moore, Chief Executive Officer, and Jonathan K. Hsu, Chief Operating/Financial Officer (together with Mr. Moore, the “Executives”) (the “Agreements”). In the event that the Merger Agreement is terminated, each of the Agreements becomes null and void. The following summary of the Agreements is qualified in its entirety by the full text of the Agreements, which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.

~~Pursuant~~The toAgreements ~~the~~are each for an initial term commencing ~~requirements~~as of the ~~Securities~~effective ~~Exchange~~time ~~Act~~of the Merger and expiring on the first anniversary of the ~~1934~~effective time of the Merger. During the 12 month period following such initial term, the ~~registrant~~term ~~has~~of ~~duly~~each Executive’s ~~caused~~employment ~~this~~by ~~report~~the Company automatically continues unless terminated by either the Company or the Executive upon six months notice, and subsequent to bethe ~~signed~~12 month onperiod ~~its~~following ~~behalf~~the initial term, the term of each Executive’s employment automatically continues unless terminated by either the ~~undersigned~~Company ~~hereunto~~or the ~~duly~~Executive upon three months notice. ~~authorized~~Notice may not be given prior to the expiration of the initial term.

	24/7 REAL MEDIA, INC.
Date: May 10, 2007	By:	/s/ Mark E. Moran
		Mark E. Moran
		Executive Vice President and General Counsel

Pursuant to Mr. Moore’s Agreement, Mr. Moore shall be employed in the position of Chief Executive Officer of the Company, will receive a base salary of $300,000 per annum and will be eligible to receive bonus compensation based on achieving targeted Company objectives as outlined in the Agreement. During the term of his Agreement, Mr. Moore is entitled to participate in the WPP Restricted Stock Plan and to receive an annual grant of restricted stock, in the discretion of the WPP Compensation Committee.

3Pursuant to Mr. Hsu’s Agreement, Mr. Hsu shall be employed in the position of Chief Operating/Financial Officer of the Company, will receive a base salary of $275,000 per annum and will be eligible to receive bonus compensation based on achieving targeted Company objectives as outlined in the Agreement. During the term of his Agreement, Mr. Hsu is entitled to participate in the WPP Restricted Stock Plan and to receive an annual grant of restricted stock, in the discretion of the WPP Compensation Committee. On the first date following the effective time of the Merger that WPP grants restricted stock to its employees generally, Mr. Hsu shall be granted restricted stock with a market value on the date of grant of $125,000, which shall vest in two equal installments on the first and second anniversary of the effective time of the Merger. In addition, within 30 days following the effective time of the Merger, the Company is required to pay to Mr. Hsu a cash bonus of $125,000.

In the event of termination of the Executive’s employment by the Company without “cause”, by the Executive for “good reason” or due to “disability” (each as defined in the applicable Agreement), or the Executive’s death, the Executive (or his legal representative, as applicable) shall be entitled to continue to receive from the Company (i) severance in the form of his applicable salary when otherwise payable during the period commencing the day after termination and ending on the first anniversary of termination, provided that such salary shall be offset by disability benefits following a termination for disability, (ii) a pro rata portion of any bonus to which he was entitled, (iii) continued participation in certain welfare benefit plans on the same basis as an active employee until the earlier of (A) in the case of Mr. Moore, 18 months, and in the case of Mr. Hsu, 12 months, from the termination date and (B) the date such coverage is obtained from a subsequent employer, and (iv) outplacement services for three months. Additionally, if any such termination is during the first two years of the term, then (a) the Executive shall also receive a lump sum payment equal to his then applicable annual salary, and (b) restrictions on each share of Company restricted stock held by the Executive that were rolled over into WPP restricted stock shall lapse and any unvested Company stock options held by the Executive that were rolled over into WPP stock options shall vest. All severance payments are subject to the execution of a release, and any payment required to be made to an Executive as a result of termination of employment shall be paid subject to any delay required by Section 409A of the Internal Revenue Code of 1986, as amended.

While employed by the Company and for one year following termination, the Executives are bound by non-competition covenants, and the Company is entitled to extend the duration of such covenants in its sole discretion until a date no later than the second anniversary of the termination date, provided the Company pays the Executive his base salary in effect on the termination date during such extended period. While employed by the Company and for two years following termination, the Executives are bound by non-solicitation, non-hire and non-servicing covenants. The Executives are bound by confidentiality obligations indefinitely and each Executive is required to disclose to the Company all inventions and technical innovations which relate to the Company’s business and all such intellectual property will be the sole property of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No		Description
10.1	Employment Agreement dated May 17, 2007 between 24/7 Real Media, Inc. and David J. Moore.
10.2	Employment Agreement dated May 17, 2007 between 24/7 Real Media, Inc. and Jonathan K. Hsu.

SIGNATURES

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

	24/7 REAL MEDIA, INC.

Date: May 24, 2007		By:	/s/ Mark E. Moran
			Mark E. Moran
			Executive Vice President

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