UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

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

Date of Report (Date of earliest event reported):  February 7, 2005
                                                   ----------------

                         COACTIVE MARKETING GROUP, INC.
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             (Exact name of registrant as specified in its charter)


         Delaware                      0-20394                   06-1340408
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(State or other jurisdiction         (Commission             (I.R.S. Employer
     of incorporation)               File Number)         Identification Number)



               415 Northern Blvd., Great Neck, New York     11021
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                (Address of principal executive office)  (Zip Code)

       Registrant's telephone number, including area code: (516) 622-2800
                                                           --------------

     Check 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 (see General Instruction A.2.below):

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)
[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)
[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13c-4(c))


Item 2.02.  Results of Operations and Financial Condition.


On February 7, 2005, CoActive Marketing Group, Inc. issued a press release
announcing its financial results for its third fiscal quarter ended December 31,
2004. A copy of the press release is furnished as Exhibit 99 to this report.



                                   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.

Date:  February 7, 2005

                                        COACTIVE MARKETING GROUP, INC.


                                        By: /s/ DONALD A. BERNARD
                                            ------------------------------------
                                            Donald A. Bernard,
                                            Executive Vice President and Chief
                                             Financial Officer



                                  EXHIBIT INDEX

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

Exhibit 99        Press Release dated February 7, 2005.