SCHEDULE 13E-3
(Rule 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
(Amendment No. 2)

RULE 13e-3
TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

StarMedia Network, Inc.

(Name of Issuer)
StarMedia Network, Inc.

(Names of Person(s) filing Statement)
Common Stock, $0.001 par value per share

(Title of Class of Securities)
855546107

(CUSIP Number of Class of Securities)
Jose Manuel Tost President StarMedia Network, Inc. 999 Brickell Ave. Suite #900 Miami, Florida 33131 (305) 938-3000

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copy To:

Brian J. Lane, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
(202) 955-8500

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the
transaction: o

* For purposes of calculating the fee only. This amount assumes the acquisition of 4,100,000 shares of common stock of the subject company for $0.01 per share in cash in lieu of issuing fractional shares in connection with the one-for-one thousand reverse stock split. This $0.01 multiplier constitutes the estimated cash consideration to be paid per share in lieu of the issuance of any fractional shares, that will be determined by the average closing price of the Common Stock during the ten (10) trading days immediately preceding the Effective Date.

** Such fee is based upon $92 per $1 million of the purchase price of the securities proposed to be purchased, pursuant to Rule 0-11(b)(1) of the Exchange Act.

ý Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

Concurrently with the filing of this Amendment No. 2 to Schedule 13E-3, StarMedia Network, Inc. is filing with the Securities and Exchange Commission (the "Commission") a definitive proxy statement (the "Proxy Statement"). A copy of the Proxy Statement is filed herewith as Exhibit 1. The information in the Proxy Statement is expressly incorporated herein by reference in response to all items below, as permitted by General Instruction F to Schedule 13E-3. Capitalized terms used but not defined in this statement shall have the meanings given to them in the Proxy Statement.

The required information is incorporated herein by reference to the section of Exhibit 1 entitled "SUMMARY TERM SHEET FOR REVERSE STOCK SPLIT."

The name of the subject company is StarMedia Network, Inc. and the address and telephone number of its principal executive offices are 999 Brickell Ave., Suite #900, Miami, Florida 33131 and (305) 938-3000, respectively. The subject class of equity securities is common stock, $0.001 par value per share. As of February 5, 2003, there were approximately 71,041,277 shares of common stock issued and outstanding. The required information regarding the trading market of the common stock, the high and low sale prices of the common stock and dividends paid with respect to the common stock is incorporated herein by reference to the section of Exhibit 1 entitled "MARKET FOR THE COMPANY'S COMMON STOCK."

The filing person is the subject company, StarMedia Network, Inc. The required information regarding the Company is set forth in Item 2 above.

None of the persons specified in Instruction C to Schedule 13E-3, nor to their best knowledge, any of the persons listed in Exhibit 2 attached hereto has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining him, her or it, as the case may be, from future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.

The required information is incorporated herein by reference to the sections of Exhibit 1 entitled "SUMMARY TERM SHEET FOR REVERSE STOCK SPLIT" and "PROPOSAL THREE: PROPOSAL TO AMEND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE COMMON STOCK."

The required information is incorporated herein by reference to the sections of Exhibit 1 entitled "ANALYSIS—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" and "PROPOSAL THREE: PROPOSAL TO AMEND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE COMMON STOCK—Special Factors—Recommendation of the Board; Fairness of the Transaction."

The required information is incorporated herein by reference to the sections of Exhibit 1 entitled "PROPOSAL THREE: PROPOSAL TO AMEND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE COMMON STOCK—Special Factors—Background of the Reverse Split," "—Purpose of the Split Amendment," "—Source of Funds and Financial Effect of the Transaction," "—Effect of the Proposed Reverse Split on Stockholders," "—Effect of the Proposed Reverse Split on Option Holders," "—Effect of the Proposed Reverse Split on the Company," "—Material Federal Income Tax Consequences" and "—Tax Consequences to Stockholders Who Are Cashed-Out in the Reverse Split."

The required information is incorporated herein by reference to the section of Exhibit 1 entitled "PROPOSAL THREE: PROPOSAL TO AMEND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE COMMON STOCK—Special Factors—Recommendation of the Board; Fairness of the Transaction."

The required information is incorporated herein by reference to the section of Exhibit 1 entitled "PROPOSAL THREE: PROPOSAL TO AMEND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE COMMON STOCK—Special Factors—Source of Funds and Financial Effect of Transaction."

The required information is incorporated herein by reference to the sections of Exhibit 1 entitled "Security Ownership of Certain Beneficial Owners and Management."

The required information is incorporated herein by reference to the section of Exhibit 1 entitled "QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING."

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

a.		ý The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.		o The filing of a registration statement under the Securities Act of 1933.
c.		o A tender offer.
d.		o None of the above.

Calculation of Filing Fee

Transaction valuation*		Amount of filing fee**
$41,000		$3.77

Amount Previously Paid:		$0.24		Filing Party:		StarMedia Network, Inc.
Form or Registration No.:		5-56367		Date Filed:		September 24, 2002

STARMEDIA NETWORK, INC.
By:	/s/ MICHAEL HARTMAN
	Name:	Michael Hartman
	Title:	General Counsel and Secretary