4 1 a35185.htm ELBIT LTD.

FORM 4

[__] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).

(Print or Type Responses)

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Elbit Ltd.(1),

(Last) (First) (Middle)

  3 Azrieli Center
     The Triangle Building

(Street)

Tel Aviv, Israel, 67023

(City) (State) (Zip)

2. Issuer Name and Ticker
or Trading Symbol

24/7 Real Media, Inc. - TFSM

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4. Statement for
(Month/Day/Year)

04/29/2003

5. If Amendment,
Date of Original
(Month/Day/Year)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

__ Director X 10% Owner

__ Officer (give title below) __ Other (specify below)

7. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person

____ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price			7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/29/2003		S		17,100	D	$0.32	1,762,700	I	By Elbit VFlash, Inc. (2)
	04/29/2003		S		27,000	D	$0.30	1,735,700	I	By Elbit VFlash, Inc. (2)
	04/29/2003		S		27,000	D	$0.31	1,708,700	I	By Elbit VFlash, Inc. (2)
								6,347,371	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    Security

3. Transaction
Date (Month/
Day/ Year)

3A. Deemed
      Execution Date,
    if any (Month/
      Day/ Year)

4. Transaction Code
(Instr.8)

5. Number of
    Derivative
    Securities Acquired
    (A)
    or Disposed of (D)
    (Instr. 3, 4 and 5)

6. Date Exercisable and
Expiration Date
(Month/Day/Year)

7. Title and Amount
    of Underlying
    Securities
    (Instr. 3 and 4)

8. Price of
    Derivative
    Security
    (Instr. 5)

9. Number of
    Derivative
    Securities
    Beneficially
    Owned
    Following
    Reported
    Transaction(s)
    (Instr. 4)

10. Ownership
     Form of      Derivative
     Securities:
     Direct (D)
     or
     Indirect (I)
     (Instr. 4)

11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr. 4)

Code

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

Explanation of Responses: (1) Elbit Ltd. is a wholly owned subsidiary of Elron Electronic Industries Ltd. (2) Elbit VFlash, Inc. is a wholly owned subsidiary of Elbit VFlash Ltd. Elbit VFlash Ltd. is a wholly owned subsidiary of Elbit Ltd.
/s/ Paul Weinberg	05/01/2003
** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

ELBIT LTD 4