<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>d02-35835.txt
<DESCRIPTION>FORM S-8
<TEXT>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON February 6, 2002

                                                      REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                   ----------

                                DAG MEDIA, INC.
             (Exact name of Registrant as specified in its charter)

          New York                                                  11-3474831
(State or Other Jurisdiction                                    (I.R.S. Employer
     of Incorporation or                                         Identification
        Organization)                                                Number)

              125-10 Queens Boulevard, Kew Gardens, New York 11415
                                 (718) 261-2799
               (Address, including zip code, and telephone number,
            including area code, of Registrant's executive offices)

                                   ----------

                                DAG MEDIA, INC.
                             1999 STOCK OPTION PLAN
                            (Full title of the Plan)

                                   Assaf Ran
                                DAG MEDIA, INC.
              125-10 Queens Boulevard, Kew Gardens, New York 11415
                                 (718) 261-2799
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                  Please send copies of all correspondence to:

                            Stephen A. Zelnick, Esq.
                       Morse, Zelnick, Rose & Lander, LLP
                                450 Park Avenue
                         New York, New York 10022-2605
                          Telephone No. (212) 838-8040
                             Fax No. (212) 838-9190

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

<TABLE>
<CAPTION>
===============================================================================================================
                                                          Proposed              Proposed
                                                           Maximum               Maximum            Amount of
     Title of Securities              Amount to be     Offering Price           Aggregate          Registration
      to be Registered               Registered (1)       per Share           Offering Price            Fee
---------------------------------------------------------------------------------------------------------------
<S>                                     <C>                <C>                  <C>                  <C>
Common Stock (par value $.001
per share) issuable under the 1999      414,000            $6.50(2)             $797,462(3)          $73.36(3)
Stock Option Plan (the "Option
Plan")
---------------------------------------------------------------------------------------------------------------
Common Stock (par value $.001            20,000            $1.56                $ 31,200             $ 2.87
per share) issuable under an
individual option grant
===============================================================================================================
Total                                   434,000                                 $828,662(3)          $76.23(3)
===============================================================================================================
</TABLE>

(1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
      Registration Statement also covers an indeterminate amount of additional
      shares as may be made available in and to adjust to a change in
      capitalization.
(2)   Represents the maximum exercise price for options granted under the Option
      Plan. This exercise price accounts for 21,440 options out of 272,440 that
      is the total number of options granted under the Option Plan to date.
(3)   Estimated in accordance with rule 457(c) and (h), the proposed maximum
      aggregate offering price and the amount of the registration fee are based
      upon: (a) the exercise prices for the 272,440 shares underlying options
      granted under the Option Plan which are all within a range of $1.05-$6.50,
      and (b) the average of the high and low sales prices reported on the
      Nasdaq SmallCap Market on February 6, 2002, which is $1.45, with respect
      to 141,560 shares underlying options for the balance of options available
      for grant under the Plan.
<PAGE>

                                DAG MEDIA, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Note: The document(s) containing the plan information required by Item 1
of Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants under the Option Plan as specified by Rule 428 under the Securities
Act of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and
the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.
<PAGE>

                                DAG MEDIA, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                    PART II

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed by the Company with the Commission pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated in
this Prospectus by reference:

      (a)   Annual Report on Form 10-K for the fiscal year ended December 31,
            2000; and

      (b)   The Company's Quarterly Reports on Form 10-Q for the quarters ended
            March 31, 2001, June 30, 2001 and September 30, 2001; and

      (c)   The description of the Company's Common Stock, contained in the
            Company's Registration Statement on Form 8-A, as filed May 6, 1999,
            registering such shares pursuant to Section 12 of the Exchange Act,
            including any amendment or report updating such information.

      Each document filed subsequent to the date of this Registration Statement
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

      The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Registration Statement is delivered,
upon the written or oral request of any such person, a copy of any document
incorporated by reference in this Registration Statement (other than exhibits
unless such exhibits are specifically incorporated by reference in such
documents). Requests should be directed to DAG MEDIA, INC. 125-10 Queens
Boulevard, Kew Gardens, New York 11415, Tel: (718) 261-2799 Attention: Yael
Shimor-Golan, Chief Financial Officer.

ITEM 4. DESCRIPTION OF SECURITIES

      Not applicable.


                                       3
<PAGE>

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      The validity of the securities offered hereby will be passed upon for the
Company by Morse, Zelnick, Rose & Lander, LLP ("MZRL"), 450 Park Avenue, New
York, New York 10022. Stephen A. Zelnick, a partner at MZRL, is a director of
the Company and the owner of 10,000 shares of common stock and 14,000 options to
purchase shares of common stock of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections 722 and 723 of the New York Business Corporation Law grant us the power
to indemnify our officers and directors as follows:

      (a) A corporation may indemnify any person made, or threatened to be made,
a party to an action or proceeding other than one by or in the right of the
corporation to procure a judgment in its favor, whether civil or criminal,
including an action by or in the right of any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, which any director or officer of the
corporation served in any capacity at the request of the corporation, by reason
of the fact that he, his testator or intestate, was a director or officer of the
corporation, or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorney's fees actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or, in the case of
service for any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the corporation and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful.

      (b) The termination of any such civil or criminal action or proceeding by
judgment, settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not in itself create a presumption that any such director or
officer did not act, in good faith, for a purpose which he reasonably believed
to be in, or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation or that he had reasonable
cause to believe that his conduct was unlawful.

      (c) A corporation may indemnify any person made, or threatened to be made,
a party to an action by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he, his testator or intestate, is or was
a director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, against amounts paid in settlement and
reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him in connection with the defense or settlement of such action, or
in connection with an appeal therein if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or, in the case of
service for any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise, not opposed to, the best interest of
the corporation, except that no indemnification under this paragraph shall be
made


                                       4
<PAGE>

in respect of (1) a threatened action, or a pending action which is settled or
otherwise disposed of, or (2) any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation, unless and only to the
extent that the court on which the action was brought, or, if no action was
brought, any court of competent jurisdiction, determines upon application that,
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such portion of the settlement amount and
expenses as the court deems proper.

      (d) For the purpose of this section, a corporation shall be deemed to have
requested a person to serve an employee benefit plan where the performance by
such person of his duties to the corporation also imposes duties on, or
otherwise involves services by, such person to the plan or participants or
beneficiaries of the plan; excise taxes assessed on a person with respect to an
employee benefit plan pursuant to applicable law shall be considered fines; and
action taken or omitted by a person with respect to an employee benefit plan in
the performance of such person's duties for a purpose reasonably believed by
such person to be in the interest of the participants and beneficiaries of the
plan shall be deemed to be for a purpose which is not opposed to the best
interests of the corporation.

      Payment of indemnification other than by court award is as follows:

      (a) A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in section 722 shall be entitled to indemnification as authorized in such
section.

      (b) Except as provided in paragraph (a), any indemnification under section
722 or otherwise permitted by section 721, unless ordered by a court under
section 724 (Indemnification of directors and officers by a court), shall be
made by the corporation, only if authorized in the specific case:

            (1) By the board acting by a quorum consisting of directors who are
      not parties to such action or proceeding upon a finding that the director
      or officer has met the standard of conduct set forth in section 722 or
      established pursuant to section 721, as the case may be, or,

            (2) If a quorum under subparagraph (1) is not obtainable or, even if
      obtainable, a quorum of disinterested directors so directs:

                  (A) By the board upon the opinion in writing of independent
            legal counsel that indemnification is proper in the circumstances
            because the applicable standard of conduct set forth in such
            sections has been met by such director or officer, or

                  (B) By the shareholders upon a finding that the director or
            officer has met the applicable standard of conduct set forth in such
            sections.

                  (C) Expenses incurred in defending a civil or criminal action
            or proceeding may be paid by the corporation in advance of the final
            disposition of such action or proceeding upon receipt of an
            undertaking by or on behalf of such director or officer


                                       5
<PAGE>

            to repay such amounts as, and to the extent, required by paragraph
            (a) of section 725.

      Our Certificate of Incorporation provides as follows:

      "TENTH: (a) Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigation
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer,
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Business Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights that
said law permitted the Corporation to provide prior to such amendment), against
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall incur to the benefit of his or her heirs,
executors and administrators; provided, however, that, except as provided in
paragraph (b) hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in
this Section shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that if the Business
Corporation Law requires, the payment of such expenses incurred by a director or
officer (in his or her capacity as a director or officer and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

      "(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
this Section is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered


                                       6
<PAGE>

to the Corporation) that the claimant has not met the standards of conduct which
make it permissible under the Business Corporation Law for the corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Business Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard or conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

      "(c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.

      "(d) Insurance. The Company may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Company or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Company would
have the power to indemnify such person against such expense, liability or loss
under the Business Corporation Law.

      "ELEVENTH: A director of the Corporation shall not be personally liable to
the Corporation or its shareholders for damages for any breach of duty in such
capacity, except for the liability of any director if a judgment or other final
adjudication adverse to him establishes that his acts or omissions were in bad
faith or involved intentional misconduct or a knowing violation of law or that
he personally gained in fact a financial profit or other advantage to which he
was not legally entitled or that his acts violated Section 719 of the New York
Business Corporation Law."

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not Applicable


                                       7
<PAGE>

ITEM 8. INDEX TO EXHIBITS

Exhibit No.       Description
-----------       -----------

4.1               Specimen Stock Certificate (1)

4.2               1999 Option Plan As Amended of the Registrant*

4.3               Forms of Option Agreement issued under the Option Plan:

                        Incentive Stock Option Agreement*

                        Non-Qualified Stock Option Agreement*

4.4               Individual Option Agreement with Zvi Kirshner*

5.1               Opinion of Morse, Zelnick, Rose & Lander, LLP as to the
                  validity of the securities covered by the Registration
                  Statement*

23.1              Consent of Arthur Andersen LLP*

23.2              Consent of Morse, Zelnick, Rose & Lander, LLP (included in
                  Exhibit 5.1)

24                Power of Attorney (included in signature page)

----------
*Filed herewith

(1)   Incorporated by reference to the Company's Registration Statement on Form
      SB-2 No. 333-74203.

ITEM 9. UNDERTAKINGS

      The undersigned hereby undertakes:

      (a)   To file, during any period in which it offers or sales are being
            made, a post-effective amendment to this Registration Statement to
            include any material information with respect to the plan of
            distribution not previously disclosed in this Registration Statement
            or any material change to such information in this Registration
            Statement.

      (b)   That, for the purpose of determining any liability under the
            Securities Act, each such post-effective amendment shall be deemed
            to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (c)   To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.

      (d)   That, for the purpose of determining any liability under the
            Securities Act, each filing of the Company's annual report pursuant
            to Section 13(a) or Section 15(d) of the Exchange Act that is
            incorporated by reference in this Registration Statement shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
      Act may be permitted to directors, officers and controlling persons of the
      Company pursuant to the provisions described in Item 6 of this
      Registration Statement, or otherwise, the Company has been advised that in
      the opinion of the Commission such indemnification is against public
      policy as expressed in the Securities Act and is, therefore,
      unenforceable. In the event that a claim for indemnification against such
      liabilities (other than the payment by the Company of expenses incurred or
      paid by a


                                       8
<PAGE>

      director, officer or controlling person of the Company in the successful
      defense of any action, suit or proceeding) is asserted by such director,
      officer or controlling person in connection with the securities being
      registered, the Company will, unless in the opinion of its counsel the
      matter has been settled by controlling precedent, submit to a court of
      appropriate jurisdiction the question whether such indemnification by it
      is against public policy as expressed in the Securities Act and will be
      governed by the final adjudication of such issue.


                                       9
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of New York, State of New York on this 6th day of
February, 2002.

                                        DAG MEDIA, INC.


                                        By: /s/ Assaf Ran
                                            ------------------------------------
                                            Assaf Ran
                                            Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Assaf Ran and Stephen A. Zelnick, or either one
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all pre- or post-effective amendments to
this Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on February 6, 2002.

Signatures                              Title


/s/ Assaf Ran                           Chief Executive Officer, President and
---------------------------------       Director
Assaf Ran


/s/ Yael Golan-Shimor                   Chief Financial Officer
---------------------------------
Yael Shimor-Golan


/s/ Eran Goldshmid                      Director
---------------------------------
Eran Goldshmid


/s/ Phillip Michals                     Director
---------------------------------
Phillip Michals


/s/ Stephen A. Zelnick                  Director
---------------------------------
Stephen A. Zelnick


/s/ Michael Jackson                     Director
---------------------------------
Michael Jackson


                                       10

</TEXT>
</DOCUMENT>
