SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant |X|

Filed by a Party other than the Registrant |_|

Check the appropriate box:
  | | Preliminary Proxy Statement    | | Confidential, For Use of the Commission
  |X| Definitive Proxy Statement         Only (as permitted by Rule 14a-6(e)(2))
  | | Definitive Additional Materials
  | | Soliciting Material Pursuant to
      Rule 14a-11(c) or Rule 14a-12


                         INDIVIDUAL INVESTOR GROUP, INC.
______________________________________________________________________________
                (Name of Registrant as Specified in Its Charter)

______________________________________________________________________________
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

   |X| No fee required.

   |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   (1) Title of each class of securities to which transaction applies:
       _______________________________________________________________________

   (2) Aggregate number of securities to which transaction applies:
       _______________________________________________________________________

   (3) Per unit price or other underlying value of transaction computed pursuant
       to Exchange Act Rule 0-11:*
       _______________________________________________________________________

   (4) Proposed maximum aggregate value of transaction:
       _______________________________________________________________________

   (5) Total fee paid:
       _______________________________________________________________________

   |_| Fee paid previously with preliminary materials:

   |_|      Check  box if any part of the fee is  offset  as  provided  by
            Exchange Act Rule 0-11(a)(2) and identify the filing for which
            the offsetting fee was paid previously.  Identify the previous
            filing  by  registration  statement  number,  or the  form  or
            schedule and the date of its filing.

   (1) Amount previously paid:
       _______________________________________________________________________

   (2) Form, Schedule or Registration Statement No.:
       _______________________________________________________________________

   (3) Filing Party:
       _______________________________________________________________________

   (4) Date Filed:

- -----------
*    Set forth the amount on which the filing fee is calculated and state how it
     was determined.




<PAGE>

                         INDIVIDUAL INVESTOR GROUP, INC.
                                  1633 Broadway
                                   38th Floor
                            New York, New York 10019
                              --------------------


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                            To be held June 17, 1998
                              --------------------


         NOTICE IS HEREBY  GIVEN that the  Annual  Meeting  of  Stockholders  of
INDIVIDUAL  INVESTOR  GROUP,  INC.  ("Company")  will be held at the  offices of
counsel to the Company,  Graubard Mollen & Miller, 600 Third Avenue, 32nd Floor,
New York,  New York, on Wednesday,  June 17, 1998, at 10:00 a.m. local time, for
the following purposes:

          1.   To elect two  directors  of the Company for a term of three years
               and until their successors are elected and qualified; and

          2.   To transact  such other  business as may properly come before the
               meeting, or any or all postponement(s) or adjournment(s) thereof.

         Only stockholders of record at the close of business on April 23, 1998,
will  be   entitled  to  notice  of,  and  to  vote  at,  the  meeting  and  any
postponement(s) or adjournment(s) thereof.

         YOU ARE URGED TO READ THE  ATTACHED  PROXY  STATEMENT,  WHICH  CONTAINS
INFORMATION  RELEVANT  TO THE  ACTIONS TO BE TAKEN AT THE  MEETING.  IN ORDER TO
ASSURE THE PRESENCE OF A QUORUM, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING
IN PERSON, PLEASE SIGN AND DATE THE ACCOMPANYING PROXY CARD AND MAIL IT PROMPTLY
IN THE ENCLOSED ADDRESSED,  POSTAGE PREPAID ENVELOPE.  YOU MAY REVOKE YOUR PROXY
IF YOU SO DESIRE AT ANY TIME BEFORE IT IS VOTED.

                                        By Order of the Board of Directors



                                        Scot A. Rosenblum
                                        Secretary


New York, New York
M
ay 6, 1998





<PAGE>



                         INDIVIDUAL INVESTOR GROUP, INC.
                                ___________________

                                 PROXY STATEMENT
                                ___________________

                         ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD JUNE 17, 1998

         This Proxy  Statement  and the enclosed  form of proxy are furnished in
connection with  solicitation of proxies by the Board of Directors of Individual
Investor  Group,  Inc.   ("Company")  to  be  used  at  the  Annual  Meeting  of
Stockholders  of the Company to be held on June 17, 1998, and any  postponements
or adjournments thereof ("Annual Meeting").  The matters to be considered at the
Annual Meeting are set forth in the attached Notice of Annual Meeting.

         The proxy will be voted (or withheld  from voting) in  accordance  with
any specifications made. Where no specifications are indicated, the proxies will
vote "FOR" the nominees for director,  as described below under Proposal 1, and,
in the discretion of the proxy holders,  on any other business  properly  coming
before the meeting and any  postponement(s)  or adjournment(s)  thereof. A proxy
may be revoked by giving notice to the Secretary of the Company in person, or by
written  notification  actually received by the Secretary,  at any time prior to
its being exercised.

         The  Company's  executive  offices are located at 1633  Broadway,  38th
Floor,  New York, New York 10019.  This Proxy Statement and the enclosed form of
proxy are first being sent to stockholders on or about May 6, 1998.


                                VOTING SECURITIES

         The Board of  Directors  has fixed the close of  business  on April 23,
1998,  as the record  date for the  determination  of  stockholders  entitled to
notice of, and to vote at, the Annual  Meeting.  Only  stockholders of record at
the  close of  business  on that  date will be  entitled  to vote at the  Annual
Meeting or any and all  postponement(s) or adjournment(s)  thereof.  As of April
23,  1998,  the Company had issued and  outstanding  7,231,007  shares of Common
Stock,  the  Company's  only  class  of  voting  securities  outstanding.   Each
stockholder of the Company will be entitled to one vote for each share of Common
Stock  registered in his name on the record date. The presence,  in person or by
proxy,  of a  majority  of  all  of  the  outstanding  shares  of  Common  Stock
constitutes a quorum at the Annual  Meeting.  Proxies  relating to "street name"
shares  that are  returned  to the  Company but marked by brokers as "not voted"
will be treated as shares present for purposes of determining  the presence of a
quorum on all matters but will not be treated as shares  entitled to vote on the
matter  as to  which  authority  to  vote is  withheld  by the  broker  ("broker
non-votes").

         The election of directors  requires a plurality vote of those shares of
Common  Stock  voted at the  Annual  Meeting  with  respect to the  election  of
directors. "Plurality" means that the individuals who receive the largest number
of votes cast "FOR" are elected as directors. Consequently, any shares of Common
Stock not voted "FOR" a particular  nominee  (whether as a result of a direction
to  withhold  authority  or a  broker  non-vote)  will  not be  counted  in such
nominee's favor.

         All other  matters to be voted on will be  decided  by the  affirmative
vote of a majority of the shares of Common Stock present or  represented  at the
Annual Meeting and entitled to vote. On any such matter, an abstention will have
the same effect as a negative  vote,  but because shares of Common Stock held by
brokers  will not be  considered  entitled  to vote on  matters  as to which the
brokers withhold authority, a broker non-vote will have no effect on the vote.

         The  following  table sets forth  certain  information  as of April 23,
1998,  with respect to the Common Stock ownership of (i) those persons or groups
known to beneficially own more than 5% of the Company's voting securities,  (ii)
each director and director-nominee of the Company,  (iii) each executive officer
whose  compensation  exceeded  $100,000  in the 1997 fiscal  year,  and (iv) all
directors and executive officers of the Company as a group.




                                2


<PAGE>


<TABLE>
<CAPTION>
 
                                              Amount and Nature of                 Percent of Class
Name of Beneficial Owner                      Beneficial Ownership(1)              of Voting Securities
- ------------------------                      --------------------                 --------------------
<S>                                                <C>                                    <C>  
Saul P. Steinberg                                  1,288,090(2)                           17.8%
Jonathan L. Steinberg                              1,913,634(3)                           24.7%
Reliance Financial Services Corporation              666,666(4)                            9.2%
Wise Partners,  L.P.                                 521,291(5)                            7.2%
Robert H. Schmidt                                    541,001(6)                            7.0%
Scot A. Rosenblum                                    375,413(7)                            4.9%
Bruce L. Sokoloff                                     46,000(8)                             *
Peter M. Ziemba                                       20,000(9)                             *
All directors and executive                        2,910,381(10)                          33.5%
  officers as a group (6 persons)
</TABLE>


_____________________________
*        Less than 1%.

(1)      Beneficial  ownership is determined in accordance with Rule 13d-3 under
         the  Securities  Exchange Act of 1934. The  information  concerning the
         stockholders is based upon information furnished to the Company by such
         stockholders.  Except  as  otherwise  indicated,  all of the  shares of
         Common  Stock are  owned of record  and  beneficially  and the  persons
         identified have sole voting and investment power with respect thereto.

(2)      Includes  666,666  shares of Common  Stock owned by Reliance  Insurance
         Company,   an  indirect  wholly  owned  subsidiary  of  Reliance  Group
         Holdings,  Inc. ("Reliance Group").  (See Note 4.) Approximately 44% of
         the common stock of Reliance Group is beneficially owned by Mr. Saul P.
         Steinberg,  members of his family and affiliated trusts. As a result of
         his  stockholdings  in Reliance  Group,  Mr. Saul P.  Steinberg  may be
         deemed to control  Reliance Group and to beneficially own the shares of
         Common Stock owned by Reliance Insurance Company. Mr. Saul P. Steinberg
         is the father of Mr. Jonathan Steinberg and brother-in-law of Mr. Bruce
         L. Sokoloff.  Excludes the 521,291 shares of Common Stock owned by Wise
         Partners, L.P., of which Mr. Saul P. Steinberg is a limited partner.

(3)      Includes  521,291 shares of Common Stock owned by Wise Partners,  L.P.,
         of which Mr.  Jonathan L.  Steinberg is the general  partner.  Includes
         488,333  shares of Common Stock  issuable  upon  currently  exercisable
         options  and  options  exercisable  within  the next 60 days.  Does not
         include  191,667  shares of Common  Stock  issuable  upon  exercise  of
         options which are not currently  exercisable  and which will not become
         exercisable within the next 60 days.

(4)      Includes  666,666  shares of Common  Stock owned by Reliance  Insurance
         Company.  Reliance Financial Services  Corporation is the direct parent
         company of Reliance Insurance  Company.  Reliance Insurance Company has
         sole voting power and sole  investment  power over the shares of Common
         Stock listed. (See Note 2 above.)

(5)      Wise  Partners,  L.P.,  a New York  limited  partnership,  of which Mr.
         Jonathan L. Steinberg is the general  partner and Mr. Saul P. Steinberg
         is a limited partner. (See Notes 2 and 3 above).

                                       3

<PAGE>

(6)      Includes  525,001  shares of Common Stock issuable upon the exercise of
         currently  exercisable  options and options exercisable within the next
         60 days.  Does not include 114,999 shares of Common Stock issuable upon
         exercise of options which are not currently  exercisable and which will
         not become exercisable within the next 60 days.

(7)      Includes  374,413  shares of Common Stock issuable upon the exercise of
         currently  exercisable  options and options exercisable within the next
         60 days.  Does not include  96,250 shares of Common Stock issuable upon
         exercise of options which are not currently exercisable, and which will
         not become exercisable within the next 60 days.

(8)      Includes  30,000  shares of Common Stock  issuable upon the exercise of
         presently  exercisable  options and options exercisable within the next
         60 days.

(9)      Includes  20,000  shares of Common Stock  issuable upon the exercise of
         presently exercisable options within the next 60 days. Does not include
         10,000  shares of Common Stock  issuable upon exercise of options which
         are not  currently  exercisable  and which will not become  exercisable
         within 60 days.

(10)     Includes 1,449,080 shares of Common Stock issuable upon the exercise of
         currently  exercisable  options and options exercisable within the next
         60 days.  Does not include 441,583 shares of Common Stock issuable upon
         exercise of options which are not currently  exercisable and which will
         not become exercisable within the next 60 days. Includes 521,291 shares
         of Common Stock owned by Wise Partners,  L.P. of which Mr.  Jonathan L.
         Steinberg is the general partner



                       PROPOSAL 1: ELECTION OF DIRECTORS

         The Board of  Directors is divided  into three  classes,  each of which
serves for a term of three years, with only one class of directors being elected
in each year. The term of the second class of directors, consisting of Mr. Bruce
L.  Sokoloff  and Mr.  Peter M.  Ziemba  will  expire on the date of this year's
Annual Meeting.  The term of office of the third class of directors,  consisting
of Mr. Robert H. Schmidt, will expire in 1999 and the term of the first class of
directors,  consisting of Mr.  Jonathan L.  Steinberg and Mr. Scot A.  Rosenblum
will expire in 2000.  In each case,  each  director  serves from the date of his
election  until the end of his term and  until  his  successor  is  elected  and
qualified.



                                        4


<PAGE>



 
         Two persons will be elected at the Annual Meeting to serve as directors
for a term of three years.  The Company has  nominated Mr. Bruce L. Sokoloff and
Mr.  Peter M.  Ziemba  as the  candidates  for  election.  Unless  authority  is
withheld,  the proxies  solicited by management will be voted "FOR" the election
of these  nominees.  In case  either of the  nominees  becomes  unavailable  for
election  to the Board of  Directors,  an event  which is not  anticipated,  the
persons named as proxies,  or their substitutes,  shall have full discretion and
authority to vote or refrain from voting for any other  candidate in  accordance
with their judgment.

Information About Nominees

     Bruce L.  Sokoloff has served as a director  since 1989.  Mr.  Sokoloff has
served as Senior Vice President -  Administration  of Reliance  Group  Holdings,
Inc.,  the  holding  company  for  several  insurance  and  financial   services
corporations,  for more than five years and has been employed at Reliance  Group
Holdings,  Inc. since 1973. Mr. Sokoloff is an uncle by marriage of Mr. Jonathan
L. Steinberg. Mr. Sokoloff is 48 years of age.

     Peter M.  Ziemba has  served as a director  since  1996.  Mr.  Ziemba is an
attorney and has been a partner of the law of firm Graubard  Mollen & Miller for
more than five years. Graubard Mollen & Miller is outside general counsel to the
Company. Mr. Ziemba is 40 years of age.

Information About Other Directors

     Each of the directors  named in the following table will continue in office
after the Annual  Meeting and until his term expires in the year  indicated  and
his successor is elected and qualified:

<TABLE>
<CAPTION>
                                            Term             Served as
Name                           Age       Expires In       Director Since     Principal Occupation
- -----------------             ----       ----------       --------------     -----------------------------
<S>                            <C>          <C>                <C>           <C>                             
Robert H. Schmidt              61           1999               1994          President and Chief Operating
                                                                             Officer
Jonathan L.                    33           2000               1998          Chairman of the Board and Chief
Steinberg                                                                    Executive Officer
Scot A. Rosenblum              33           2000               1988          Executive Vice President, Chief
                                                                             Financial Officer, Treasurer and
                                                                             Secretary
</TABLE>



         Robert Schmidt has served as a director,  President and Chief Operating
Officer of the Company  since July 1994.  From  January  1991 to June 1994,  Mr.
Schmidt  was  President  and  Chief   Executive   Officer  of  Dreyfus   Service
Corporation,  a marketing  and mutual fund  distribution  subsidiary  of Dreyfus
Corporation. From 1966 to December 1990, Mr. Schmidt served in various executive
capacities with Levine,  Huntley,  Schmidt & Beaver, an advertising agency which
he  co-founded,  including  Chairman  and Chief  Executive  Officer from 1985 to
December 1990.

         Jonathan L. Steinberg founded the Company and has served as Chairman of
the Board of Directors of the Company  since October 1988.  Mr.  Steinberg  also
served as President  from October 1988 to July 1994 and Treasurer of the Company
from  October  1988  to  June  1996.   In   addition,   Mr.   Steinberg  is  the
Editor-in-Chief  of each of the  Company's  publications.  From  August  1986 to
August 1988, Mr. Steinberg was employed as an analyst in the Mergers



                                        4


<PAGE>



and Acquisitions  Department of Bear,  Stearns & Co. Inc., an investment banking
firm. Mr. Steinberg is a nephew by marriage of Bruce L. Sokoloff,  a director of
the Company.

         Scot A. Rosenblum has served as a director,  Executive Vice  President,
Chief  Financial  Officer and  Secretary of the Company  since  October 1988 and
Treasurer of the Company since June 1996. In addition,  Mr.  Rosenblum served as
the  Publisher  of each of the  Company's  publications  until March 1996.  From
August 1986 to August  1988,  Mr.  Rosenblum  was  employed as an analyst in the
Corporate Finance Department of Bear, Stearns & Co. Inc.

Executive Officers, Board of Directors' Meetings and Committees

         Mr.  Henry  G.  Clark  (age  53)  has  been  Controller  and  Principal
Accounting  Officer since November 1995.  Prior to that, he was Chief  Financial
Officer/Controller of Seventh Generation,  Inc. from July 1990 to March 1992 and
then again from May 1993 to  December  1994.  Mr.  Clark is a  Certified  Public
Accountant.

         During  1997,  the  Board of  Directors  met  three  times and acted by
unanimous  consent on four  occasions.  The Company has standing audit and stock
option committees of the Board of Directors.

         The audit  committee  was  established  in June  1996 and is  currently
comprised of Mr. Bruce L. Sokoloff and Mr. Peter M. Ziemba.  The function of the
audit  committee  is to  recommend  annually  to  the  Board  of  Directors  the
appointment  of  the  independent  auditors  of the  Company;  review  with  the
independent  auditors  the scope of the  annual  audit and review  their  report
relating thereto;  review with the independent auditors the accounting practices
and  policies  of  the  Company;   review  with  the  internal  accountants  and
independent  auditors  the  overall  accounting  and  financial  controls of the
Company;  be  available  to  the  independent   auditors  during  the  year  for
consultation; and review related party transactions by the Company on an ongoing
basis and review potential  conflicts of interest  situations where appropriate.
The audit committee had two meetings in 1997.

         The stock option committee of the Board of Directors is responsible for
administering the Company's 1991 Stock Option Plan ("1991 Plan"), the 1993 Stock
Option Plan ("1993 Plan") and 1996 Performance  Equity Plan ("1996 Plan"),  each
of which is discussed below. The stock option  committee  currently  consists of
Mr.  Jonathan L.  Steinberg and Mr. Bruce L.  Sokoloff.  During 1997,  the stock
option  committee  did not  meet,  but acted by  unanimous  written  consent  on
numerous occasions.


Executive Compensation

         The  following  table  sets forth the  compensation  for the past three
fiscal years ended December 31, 1997, for the Company's Chief Executive  Officer
and each other executive  officer whose  compensation  exceeded $100,000 for the
fiscal year ended December 31, 1997.


                                        5


<PAGE>


<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                                                                      Annual                     Long-Term
                                                                    Compensation                Compensation 
                                                                   ----------------          -------------------    
                                                                                               Number     All Other
                                                                                                of        Compen-
Name and Principal Position                          Year         Salary        Bonus          Options    sation
- ----------------------------------------            -----         -------     ---------        -------   ---------
<S>                                                  <C>          <C>          <C>             <C>          <C>           
                                                     1997         $230,000       --              --          --
Jonathan L. Steinberg,                               1996         $160,000       --            100,000       --
Chief Executive Officer                              1995         $110,000    $200,000          80,000       --

                                                     1997         $222,927       --             80,000       --
Robert H. Schmidt,                                   1996         $210,427       --             80,000       --
President and Chief Operating Officer(1)             1995         $150,000    $150,000          80,000       --

Scot A. Rosenblum,                                   1997         $200,000       --             75,000       --
Executive Vice President, Chief Financial            1996         $150,000       --             60,000       --
Officer, Treasurer and Secretary                     1995         $ 99,990    $100,000          50,000       --

Michael Kaplan, Esq.                                 1997         $170,000       --            125,000       --
Vice President and General Counsel(1)                1996         $ 34,134       --             25,000       --
</TABLE>

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

(1)  Mr. Kaplan commenced employment in September 1996 as the General Counsel to
     the Company.  In May 1997, Mr. Kaplan was appointed a Vice  President.  Mr.
     Kaplan and the Company agreed to end Mr. Kaplan's  employment as of May 15,
     1998 pursuant to a Severance Agreement ("Severance  Agreement") under which
     Mr.  Kaplan will be paid $120,000 and permitted to exercise from August 15,
     1998 through May 14,  1999,  the options to purchase an aggregate of 50,000
     shares of Common Stock that were previously  granted and vested through May
     9, 1998.


     The  Company  employs  Mr.  Robert H.  Schmidt  pursuant  to an  employment
agreement  expiring July 27, 1998,  renewable for  successive  one-year  periods
automatically,  unless  terminated under the notice  provisions set forth in the
agreement.  Mr.  Schmidt's  current  annual  base  compensation  is a  total  of
$212,500.  The Company is obligated to pay for life  insurance  benefits for Mr.
Schmidt up to an annual  premium amount of $10,000.  The agreement  requires Mr.
Schmidt  to  devote  his  full  business  time to the  Company  and  contains  a
non-competition  provision  for a period of one year  following  termination  of
employment.

     Mr.  Jonathan L.  Steinberg  and Mr. Scot A.  Rosenblum do not have written
employment agreements;  for fiscal year 1998 they are compensated with an annual
base salary of $230,000 and $200,000, respectively.

Option Grants

         The following  table sets forth the stock  options  granted in the last
fiscal  year to the  Company's  executive  officers  identified  in the  Summary
Compensation table above.


<TABLE>
<CAPTION>
                                            OPTIONS GRANTED IN LAST FISCAL YEAR
                                   Number of                 % of Total               Exercise
                                    Options                Options Granted              Price      Expiration
Name of Executive                   Granted               to All Employees            Per Share        Date
- ----------------------             ---------              ----------------            ---------    -----------
<S>              <C>                <C>                        <C>                       <C>         <C>  
Robert H. Schmidt(1)                80,000                     15.08%                    $5.88       5/9/2007
Scot A. Rosenblum(2)                75,000                     14.13%                    $5.88       5/9/2007
Michael Kaplan(3)               25,000/100,000                 23.56%                $7.25/$5.88     1/1/2007-
                                                                                                     5/9/2007
</TABLE>


                                       6

<PAGE>

(1)  The options  become  exercisable as to 26,667 shares of Common Stock on May
     9, 1998 and  26,666  shares  of  Common  Stock on May 4 in each of 1999 and
     2000.

(2)  The options become exercisable as to 25,000 shares of Common Stock on May 9
     in each of 1998, 1999 and 2000.

(3)  Pursuant to the Severance Agreement between Mr. Kaplan and the Company, the
     options to purchase  50,000 shares of Common Stock that vested  through May
     9, 1998 are  exercisable  from August 15, 1998  through May 15,  1999.  All
     other options of Mr. Kaplan will terminate on May 15, 1998.

     The  following  table  sets  forth the  fiscal  year end  option  values of
outstanding  options at December 31, 1997 and the dollar  value of  unexercised,
in-the-money  options for the  Company's  executive  officers  identified in the
Summary Compensation table above.


<TABLE>
<CAPTION>
                    AGGREGATED FISCAL YEAR END OPTION VALUES
                    -----------------------------------------
                                   Number of Securities Underlying                   Dollar Value of Unexercised
                                  Unexercised Options at Fiscal Year                in-the-Money Options at Year
                                                End:                                          End(1)
                                 -------------------------------------             -----------------------------------
Name                             Exercisable             Unexercisable            Exercisable          Unexercisable
- ----------------------           -----------             -------------            -----------          ---------------
<S>                                <C>                      <C>                     <C>                    <C>    
Jonathan L. Steinberg              336,667                  343,333                 $354,972               $13,333
Robert H. Schmidt                  421,668                  218,332                 $347,501               $72,099
Scot A. Rosenblum                  374,413                  96,250                  $904,848               $36,083
Michael Kaplan(2)                   25,000                  125,000                 $  6,167               $30,833
========================== ======================== =======================  ===================== =====================
</TABLE>


(1)  The value of a share of Common  Stock on  December  31, 1997 as reported by
     The Nasdaq Stock Market was $6.25.

(2)  Pursuant to the Severance Agreement between Mr. Kaplan and the Company, the
     options to purchase  50,000 shares of Common Stock that vested  through May
     9, 1998 are  exercisable  from August 15, 1998  through May 15,  1999.  All
     other options of Mr. Kaplan will terminate on May 15, 1998.

Director Compensation

         Directors  receive  no cash  compensation  for  their  services  to the
Company as directors,  but are reimbursed  for all reasonable  costs incurred in
attending  meetings  of the  Board of  Directors.  Pursuant  to the  1996  Plan,
directors who are not employees of the Company receive automatic grants of stock
options  upon  their  election  or  appointment  as a  director  and  upon  each
re-election  as a  director.  Each stock  option is for 30,000  shares of Common
Stock and vests at the rate of 10,000  shares of Common  Stock per year after an
equal period of service,  and once vested,  remain  exercisable  until the tenth
anniversary of the date of grant.  Each option is  exercisable  per share at the
market price per share on the date of grant.  Notwithstanding the foregoing,  if
the director eligible for an award of a stock option is re-elected as a director
and has not yet served as a  director  of the  Company  for a term of three full
years, the award of the stock option will be modified as follows: (A) the number
of shares of Common  Stock that may be acquired  under the stock  option will be
reduced to (1) 20,000  shares of Common  Stock if the  director  has served as a
director  more than two years,  but less than three years,  (2) 10,000 shares of
Common Stock if the director  has served as a director  more than one year,  but
less than two years,  and (3) if the director has served less than one year as a
director,  no stock  option  will be awarded;  and (B) the stock  option will be
exercisable  by the director as to 10,000  shares of Common Stock on each of the
second  and  third  anniversaries  of his  re-election  or  re-appointment  as a
director if the stock option  represents  the right to acquire  20,000 shares of
Common  Stock and the stock  option will be  exercisable  by the  director as to
10,000 shares of Common

                                       6




<PAGE>



Stock  on the  third  anniversary  of his  re-election  or  re-appointment  as a
director if the stock option  represents  the right to acquire  10,000 shares of
Common Stock.

     Mr.  Peter M.  Ziemba was granted an option  during 1996 to acquire  30,000
shares of Common Stock at $10.50 per share, vesting at the rate of 10,000 shares
of Common  Stock on June 19,  1997,  1998 and 1999,  exercisable  until June 19,
2006.  If  re-elected  as a director at the Annual  Meeting,  Mr. Ziemba will be
granted an option to purchase up to 20,000 shares of Common Stock at the closing
sale  price of the Common  Stock on June 16,  1998,  exercisable  at the rate of
10,000 shares of Common Stock on each of June 17, 2000 and 2001.

     If  re-elected as a director at the Annual  Meeting,  Mr. Bruce L. Sokoloff
will be granted an option to purchase up to 30,000 shares of Common Stock at the
closing price of the Common Stock on June 16, 1998,  exerciseable at the rate of
10,000 shares of Common Stock on each of June 17, 1999, 2000 and 2001.

C
ertain Transactions

     WIT Capital  Corporation  ("WIT") advertises in the Company's  publications
and on-line services and paid the Company $100,000 in fees and 250,000 shares of
the Series A Preferred  Stock of WIT, at $1.00 par value per share.  Mr.  Robert
Schmidt is a director of WIT. As a director,  Mr.  Schmidt was granted an option
to acquire 30,000 shares of the capital stock of WIT,  representing a beneficial
ownership interest of less than one (1%) percent.

     The Company engaged Chatsworth Capital Corporation ("Chatsworth") to assist
it in developing products and revenues related to the INDI 500 index. Mr. Robert
Schmidt  has an  agreement  with  Chatsworth  to  receive  25%  of the  revenues
Chatsworth derives from referrals made by Mr. Schmidt.  The Company's engagement
of Chatsworth resulted from a referral by Mr. Schmidt. Mr. Schmidt has agreed to
remit to the Company any referral fees he receives  from  Chatsworth as a result
of the Company's  engagement of Chatsworth as long as Mr. Schmidt is employed by
the Company.

C
ompliance with Section 16(a) of the Exchange Act

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's officers, directors and persons who beneficially own more than ten
percent of a registered class of the Company's equity  securities ("ten- percent
stockholders")  to file reports of ownership  and changes in ownership  with the
Securities  and  Exchange  Commission.   Officers,   directors  and  ten-percent
stockholders also are required to furnish the Company with copies of all Section
16(a)  forms they file.  Based  solely on its review of the copies of such forms
furnished  to it,  and  written  representations  that  no  other  reports  were
required,  the  Company  believes  that during the  Company's  fiscal year ended
December 31, 1996,  all its  officers,  directors and  ten-percent  stockholders
complied with the Section 16(a) reporting requirements,  except that in February
1998 Mr. Robert Schmidt filed an amendment to the December 1996 Form 4 to report
a purchase of Common Stock by his IRA in December 1996.

S
tock Option Plans

1991 Plan

     In  September  1991,  the Company  adopted the 1991 Plan  covering  200,000
shares of the Company's Common Stock pursuant to which officers,  directors, and
key employees of the Company are eligible to receive  incentive or non-qualified
stock options.  The 1991 Plan, which expires in October 2001, is administered by
the Stock  Option  Committee  of the Board of  Directors  pursuant to the powers
delegated to it by the Board of  Directors.  To the extent  permitted  under the
express provisions of the 1991 Plan, the Stock Option Committee has authority to
determine the selection of participants,  allotment of shares,  price, and other
conditions of purchase of options and  administration  of the 1991 Plan in order
to attract and retain persons instrumental to the success of the Company.  There
are options  outstanding under the 1991 Plan for 180,000 shares of Common Stock,
and options for 11,000 shares of Common Stock have been exercised.



                                       7
   


<PAGE>



1993 Plan

     In February 1993, the Company adopted the 1993 Plan covering 500,000 shares
of the  Company's  Common  Stock  pursuant  to which  officers,  directors,  key
employees and  consultants  of the Company are eligible to receive  incentive or
non-qualified stock options, stock appreciation rights, restricted stock awards,
deferred stock, stock reload options and other stock based awards. The 1993 Plan
will  terminate at such time no further awards may be granted and awards granted
are no longer  outstanding,  provided that incentive options may only be granted
until  February  16,  2003.  The 1993 Plan is  administered  by the Stock Option
Committee  pursuant to the powers delegated to it by the Board of Directors.  To
the extent  permitted  under the  provisions of the 1993 Plan,  the Stock Option
Committee has authority to determine the selection of participants, allotment of
shares,  price, and other conditions of purchase of awards and administration of
the 1993 Plan in order to attract and retain persons instrumental to the success
of the Company.  There are options  outstanding  under the 1993 Plan for 280,351
shares of Common Stock, and options for 121,543 shares have been exercised.

1996 Plan

     In 1996, the Company adopted the 1996 Plan covering 1,000,000 shares of the
Company's Common Stock pursuant to which officers,  directors, key employees and
consultants  of the Company are eligible to receive  incentive or  non-qualified
stock options,  stock  appreciation  rights,  restricted stock awards,  deferred
stock,  stock reload  options and other stock based  awards.  The 1996 Plan will
terminate at such time no further  awards may be granted and awards  granted are
no longer outstanding, provided that incentive options may only be granted until
March 18, 2006.  The 1996 Plan is  administered  by the Stock  Option  Committee
pursuant to the powers delegated to it by the Board of Directors.  To the extent
permitted under the provisions of the 1996 Plan, the Stock Option  Committee has
authority  to determine  the  selection  of  participants,  allotment of shares,
price, and other conditions of purchase of awards and administration of the 1996
Plan in order to attract and retain persons  instrumental  to the success of the
Company. There are options outstanding under the 1996 Plan for 517,700 shares of
Common Stock and options for 2,000 shares have been exercised.

Management Plan

     In November 1996, the Company  adopted the 1996  Management  Incentive Plan
("Management  Incentive  Plan") covering  500,000 shares of the Company's Common
Stock,  pursuant  to which  executives  of the Company or its  subsidiaries  are
eligible to receive incentive or non-qualified stock options, stock appreciation
rights, restricted stock awards, deferred stock, stock related options and other
stock based awards. The Management Incentive Plan will terminate at such time no
further  awards may be granted  and awards  granted  are no longer  outstanding,
provided that incentive  options may only be granted until November 4, 2006. The
Management Incentive Plan is administered by the Board of Directors. Pursuant to
the Management Incentive Plan, the Board of Directors has authority to determine
the selection of participants,  allotment of shares,  price and other conditions
of purchase of awards and administration of the Management Incentive Plan. There
are options  outstanding under the Management  Incentive Plan for 495,000 shares
of Common Stock.



                             INDEPENDENT AUDITORS

     The  Company  has  selected  Deloitte  &  Touche  LLP  as  its  independent
auditors for the year ending December 31, 1998. A  representative  of Deloitte &
Touche LLP is expected to be present at the meeting with an  opportunity to make
a  statement  if the  representative  desires  to do so and  is  expected  to be
available to respond to appropriate questions from stockholders.


                             SOLICITATION OF PROXIES

     The  solicitation  of proxies in the enclosed form is made on behalf of the
Company  and the cost of this  solicitation  is being  paid by the  Company.  In
addition to the use of the mails,  proxies  may be  solicited  personally  or by
telephone or telegraph  using the  services of  directors,  officers and regular



                                       8
       


<PAGE>



employees  of the  Company at nominal  cost.  Banks,  brokerage  firms and other
custodians,  nominees  and  fiduciaries  will be  reimbursed  by the Company for
expenses  incurred in sending proxy material to beneficial  owners of the Common
Stock.


                           1999 STOCKHOLDER PROPOSALS

     In order  for any  Stockholder  Proposal  for the 1999  Annual  Meeting  of
Stockholders to be eligible for inclusion in the Company's Proxy  Statement,  it
must be received by the Company at its principal executive offices by January 6,
1999.


 
                                 OTHER MATTERS

     The Board of  Directors  knows of no matter  which  will be  presented  for
consideration  at the Annual Meeting other than the matters  referred to in this
Proxy  Statement.  Should  any other  matter  properly  come  before  the Annual
Meeting,  it is the intention of the persons named in the accompanying  proxy to
vote such proxy in accordance with their best judgment.

                                     By Order of the Board of Directors


                                     Scot A. Rosenblum
                                     Secretary


New York, New York
May 6, 1998

                                       9


<PAGE>



                     INDIVIDUAL INVESTOR GROUP, INC. - PROXY
                       Solicited by the Board of Directors
                 for Annual Meeting to be held on June 17, 1998

 P        The undersigned  Stockholder(s) of INDIVIDUAL  INVESTOR GROUP, INC., a
     Delaware corporation ("Company"), hereby appoints Jonathan L. Steinberg and
     Scot A. Rosenblum,  or either of them, with full power of substitution  and
     to act  without  the other,  as the  agents,  attorneys  and proxies of the
 R   undersigned,  to vote the shares standing in the name of the undersigned at
     the Annual  Meeting of  Stockholders  of the Company to be held on June 17,
     1998  and  at all  adjournments  thereof.  This  proxy  will  be  voted  in
     accordance with the instructions given below. If no instructions are given,
 O   this proxy will be voted FOR all of the following proposals.

        1. Election of the following Directors:
  X
       FOR all nominees listed below, except     WITHHOLD AUTHORITY to vote
       as marked to the contrary below      |_|  for all nominees listed below
  Y                                                                        |_|

                      Bruce L. Sokoloff and Peter M. Ziemba

     INSTRUCTIONS:  To withhold  authority to vote for any  individual  nominee,
     write that nominee's name in the space below.

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


        2.  In their  discretion,  the proxies are  authorized to vote upon
            such  other  business  as may come  before  the  meeting or any
            adjournment thereof.

        |_|      I plan to attend the Annual Meeting.

                            Date _______________________, 1998


                            __________________________________
                            Signature

                            __________________________________
                            Signature if held jointly


                    Please sign exactly as name appears  above.  When shares are
                    held by joint  tenants,  both should  sign.  When signing as
                    attorney,  executor,  administrator,  trustee  or  guardian,
                    please  give full title as such.  If a  corporation,  please
                    sign in full corporate name by President or other authorized
                    officer.  If a partnership,  please sign in partnership name
                    by authorized person.