<PAGE>   1

    As filed with the Securities and Exchange Commission on November 10, 1999

                                                     REGISTRATION NO. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

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

                               ALLOY ONLINE, INC.
             (Exact name of Registrant as specified in its charter)

            DELAWARE                                            04-3310676
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                           115 WEST 30TH STREET, #201
                               NEW YORK, NY 10001
                                 (212) 244-4307
                            (212) 244-4311 FACSIMILE
                    (Address of Principal Executive Offices)

 ALLOY ONLINE, INC. RESTATED 1997 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION
            PLAN ALLOY ONLINE, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
                           (Full titles of the plans)

                               MATTHEW C. DIAMOND
                             CHIEF EXECUTIVE OFFICER
                               ALLOY ONLINE, INC.
                           115 WEST 30TH STREET, #201
                               NEW YORK, NY 10001
                            (212) 244-4311 FACSIMILE
    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
                                                      Proposed              Proposed
          Title of               Amount to be          maximum               Maximum
 securities to be registered     registered(1)      offering price           Aggregate                Amount of
                                                     per share(2)        offering price(2)        registration fee
------------------------------------------------------------------------------------------------------------------
<S>                               <C>                   <C>                 <C>                <C>
Common Stock, $.01 par value      2,694,034             $13.31              $35,857,592              $ 9,968.41

                                  1,443,482             $14.41              $20,800,575              $ 5,872.56

                                                                                               Total $15,750.97
==================================================================================================================
</TABLE>

(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of shares which may be
sold upon the exercise of options which have been granted and/or may hereafter
be granted under the Alloy Online, Inc. Restated 1997 Employee, Director and
Consultant Stock Option Plan and the 1999 Alloy Online, Inc. Employee Stock
Purchase Plan (the "Plans"). The maximum number of shares which may be sold upon
the exercise of such options granted under the Plans are subject to adjustment
in accordance with certain anti-dilution and other provisions of said Plans.
Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement covers, in addition to the
number of shares stated above, an indeterminate number of shares which may be
subject to grant or otherwise issuable after the operation of any such
anti-dilution and other provisions.

(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act as follows: (i) in the case of shares of Common Stock which may be purchased
upon exercise of outstanding options, the fee is calculated on the basis of the
price at which the options may be exercised; and (ii) in the case of shares of
Common Stock for which options have not yet been granted and the option price of
which is therefore unknown, the fee is calculated on the basis of the average of
the high and low sale prices per share of the Common Stock on the National
Market System of the National Association of Securities Dealers Automated
Quotation System (NASDAQ) as of a date (November 4, 1999) within 5 business days
prior to filing this Registration Statement.

================================================================================
<PAGE>   2


                                EXPLANATORY NOTE

         In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.







<PAGE>   3



                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents filed by the Company with the Commission are
incorporated herein by reference:

         (a)      The Company's Prospectus dated May 14, 1999 filed with the
Commission pursuant to Rule 424(b) of the Securities Act.

         (b)      The Company's Quarterly Report on Form 10-Q for the quarter
ended April 30, 1999.

         (c)      The Company's Quarterly Report on Form 10-Q for the quarter
ended July 31, 1999.

         (d)      The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A (File No. 0-26023) filed under the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.

         All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the issuance of the shares of Common Stock registered
under this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts. Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., members of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. and certain members of their families and trusts
for their benefit own an aggregate of approximately 4,450 shares of Common
Stock of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Incorporated herein by reference from the Company's Registration
Statement on Form S-1, File No. 333-74159.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.




                                      II-1
<PAGE>   4


ITEM 8. EXHIBITS.

         (4.1)    Form of Common Stock Certificate (filed as Exhibit 4.1 to the
                  Registrant's Registration Statement on Form S-1, as amended,
                  File No. 333-74159, and incorporated herein by reference).

         (4.2)    Restated Certificate of Incorporation of the Registrant (filed
                  as Exhibit 3.1 to the Registrant's Registration Statement on
                  Form S-1, as amended, File No. 333-74159, and incorporated
                  herein by reference).

         (4.3)    Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the
                  Registrant's Registration Statement on Form S-1, as amended,
                  File No. 333-74159, and incorporated herein by reference).

         (5)      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  as to the legality of shares being registered.

         (23.1)   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  (included in opinion of counsel filed as Exhibit 5).

         (23.2)   Consent of Arthur Andersen LLP.

         (24)     Power of Attorney to file future amendments (set forth on the
                  signature page of this Registration Statement).

         (99.1)   Restated 1997 Employee, Director and Consultant Stock Option
                  Plan (filed as Exhibit 10.2 to the Registrant's Registration
                  Statement on Form S-1, as amended, File No. 333-74159, and
                  incorporated herein by reference).

         (99.2)   1999 Employee Stock Purchase Plan (filed as Exhibit 10.41 to
                  the Registrant's Registration Statement on Form S-1, as
                  amended, File No. 333-74159, and incorporated herein by
                  reference).

ITEM 9. UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                  Section 10(a)(3) of the Securities Act of 1933;

                           (ii)     To reflect in the prospectus any facts or
                  events arising after the effective date of the Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represents a
                  fundamental change in the information set forth in the
                  Registration Statement. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed that
                  which was registered) and any deviation from the low or high
                  end of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than a 20% change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective Registration
                  Statement.



                                      II-2
<PAGE>   5

                           (iii)    To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the Registration Statement is on Form S-3 or Form S-8, and
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed by the
         Registrant pursuant to Section 13 or Section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference in this
         Registration Statement.

         (2)      That, for the purpose of determining any liability under the
         Securities Act of 1933, 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.

         (3)      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.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 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.

(h)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant 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 Registrant 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 Act
         and will be governed by the final adjudication of such issue.




                                      II-3
<PAGE>   6





                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of 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, New York on this 10th day of November,
1999

                                             ALLOY ONLINE, INC.


                                             By /s/ Matthew C. Diamond
                                                --------------------------------
                                                Matthew C. Diamond
                                                Chief Executive Officer


                                             By /s/ Samuel A. Gradess
                                                --------------------------------
                                                Samuel A. Gradess
                                                Chief FinancialOfficer

         Each person whose signature appears below constitutes and appoints
Matthew C. Diamond and Samuel A. Gradess his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, and in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8 of Alloy Online, Inc., 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 full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in or about the premises, as full to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                                Title                 Date
---------                                -----                 ----

/s/ Matthew C. Diamond        Chief Executive Officer          November 10, 1999
--------------------------    and Chairman
Matthew C. Diamond            (principal executive officer)


/s/ James K. Johnson, Jr.     Chief Operating Officer          November 10, 1999
--------------------------    and Director
James K. Johnson, Jr.


/s/ Samuel A. Gradess         Chief Financial Officer          November 10, 1999
--------------------------    Director (principal financial
Samuel A. Gradess             and accounting officer)


                                      II-4
<PAGE>   7

                              Director                         November 10, 1999
--------------------------
Peter M. Graham


                              Director                         November 10, 1999
--------------------------
David Yarnell







                                      II-5
<PAGE>   8




                               ALLOY ONLINE, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

(4.1)    Form of Common Stock Certificate (filed as Exhibit 4.1 to the
         Registrant's Registration Statement on Form S-1, as amended, File No.
         333-74159, and incorporated herein by reference).

(4.2)    Restated Certificate of Incorporation of the Registrant (filed as
         Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, as
         amended, File No. 333-74159, and incorporated herein by reference).

(4.3)    Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the
         Registrant's Registration Statement on Form S-1, as amended, File No.
         333-74159, and incorporated herein by reference).

(5)      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to
         the legality of shares being registered.

(23.1)   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
         (included in opinion of counsel filed as Exhibit 5).

(23.2)   Consent of Arthur Andersen LLP.

(24)     Power of Attorney to file future amendments (set forth on the signature
         page of this Registration Statement).

(99.1)   Restated 1997 Employee, Director and Consultant Stock Option Plan
         (filed as Exhibit 10.2 to the Registrant's Registration Statement on
         Form S-1, as amended, File No. 333-74159, and incorporated herein by
         reference).

(99.2)   1999 Employee Stock Purchase Plan (filed as Exhibit 10.41 to the
         Registrant's Registration Statement on Form S-1, as amended, File
         No. 333-74159, and incorporated herein by reference).




                                      II-6
[{"type": "S-8", "sequence": "1", "description": "ALLOY ONLINE, INC.", "secsgml_size_bytes": 19582}]
{"company-data": {"conformed-name": "ALLOY ONLINE INC", "cik": "0001080359", "assigned-sic": "5399", "irs-number": "043310676", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90681", "film-number": "99745239"}, "business-address": {"street1": "115 WEST 30TH STREET #304", "city": "NEW YORK", "state": "NY", "zip": "10001", "phone": "2122444307"}, "mail-address": {"street1": "115 WEST 30TH STREET #304", "city": "NEW YORK", "state": "NY", "zip": "10001"}, "former-company": {"former-conformed-name": "ALLOY COM INC", "date-changed": "19990224"}}
1

    As filed with the Securities and Exchange Commission on November 10, 1999

                                                     REGISTRATION NO. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

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

                               ALLOY ONLINE, INC.
             (Exact name of Registrant as specified in its charter)

            DELAWARE                                            04-3310676
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                           115 WEST 30TH STREET, #201
                               NEW YORK, NY 10001
                                 (212) 244-4307
                            (212) 244-4311 FACSIMILE
                    (Address of Principal Executive Offices)

 ALLOY ONLINE, INC. RESTATED 1997 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION
            PLAN ALLOY ONLINE, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
                           (Full titles of the plans)

                               MATTHEW C. DIAMOND
                             CHIEF EXECUTIVE OFFICER
                               ALLOY ONLINE, INC.
                           115 WEST 30TH STREET, #201
                               NEW YORK, NY 10001
                            (212) 244-4311 FACSIMILE
    (Name, address, including zip code, and telephone number, including area
                           code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                      Proposed              Proposed
          Title of               Amount to be          maximum               Maximum
 securities to be registered     registered(1)      offering price           Aggregate                Amount of
                                                     per share(2)        offering price(2)        registration fee
------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value      2,694,034             $13.31              $35,857,592              $ 9,968.41

                                  1,443,482             $14.41              $20,800,575              $ 5,872.56

                                                                                               Total $15,750.97
==================================================================================================================
(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of shares which may be
sold upon the exercise of options which have been granted and/or may hereafter
be granted under the Alloy Online, Inc. Restated 1997 Employee, Director and
Consultant Stock Option Plan and the 1999 Alloy Online, Inc. Employee Stock
Purchase Plan (the "Plans"). The maximum number of shares which may be sold upon
the exercise of such options granted under the Plans are subject to adjustment
in accordance with certain anti-dilution and other provisions of said Plans.
Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement covers, in addition to the
number of shares stated above, an indeterminate number of shares which may be
subject to grant or otherwise issuable after the operation of any such
anti-dilution and other provisions.

(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act as follows: (i) in the case of shares of Common Stock which may be purchased
upon exercise of outstanding options, the fee is calculated on the basis of the
price at which the options may be exercised; and (ii) in the case of shares of
Common Stock for which options have not yet been granted and the option price of
which is therefore unknown, the fee is calculated on the basis of the average of
the high and low sale prices per share of the Common Stock on the National
Market System of the National Association of Securities Dealers Automated
Quotation System (NASDAQ) as of a date (November 4, 1999) within 5 business days
prior to filing this Registration Statement.

================================================================================
2

                                EXPLANATORY NOTE

         In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.
3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents filed by the Company with the Commission are
incorporated herein by reference:

         (a)      The Company's Prospectus dated May 14, 1999 filed with the
Commission pursuant to Rule 424(b) of the Securities Act.

         (b)      The Company's Quarterly Report on Form 10-Q for the quarter
ended April 30, 1999.

         (c)      The Company's Quarterly Report on Form 10-Q for the quarter
ended July 31, 1999.

         (d)      The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A (File No. 0-26023) filed under the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.

         All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the issuance of the shares of Common Stock registered
under this Registration Statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston, Massachusetts. Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., members of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. and certain members of their families and trusts
for their benefit own an aggregate of approximately 4,450 shares of Common
Stock of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Incorporated herein by reference from the Company's Registration
Statement on Form S-1, File No. 333-74159.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      II-1
4

ITEM 8. EXHIBITS.

         (4.1)    Form of Common Stock Certificate (filed as Exhibit 4.1 to the
                  Registrant's Registration Statement on Form S-1, as amended,
                  File No. 333-74159, and incorporated herein by reference).

         (4.2)    Restated Certificate of Incorporation of the Registrant (filed
                  as Exhibit 3.1 to the Registrant's Registration Statement on
                  Form S-1, as amended, File No. 333-74159, and incorporated
                  herein by reference).

         (4.3)    Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the
                  Registrant's Registration Statement on Form S-1, as amended,
                  File No. 333-74159, and incorporated herein by reference).

         (5)      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  as to the legality of shares being registered.

         (23.1)   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                  (included in opinion of counsel filed as Exhibit 5).

         (23.2)   Consent of Arthur Andersen LLP.

         (24)     Power of Attorney to file future amendments (set forth on the
                  signature page of this Registration Statement).

         (99.1)   Restated 1997 Employee, Director and Consultant Stock Option
                  Plan (filed as Exhibit 10.2 to the Registrant's Registration
                  Statement on Form S-1, as amended, File No. 333-74159, and
                  incorporated herein by reference).

         (99.2)   1999 Employee Stock Purchase Plan (filed as Exhibit 10.41 to
                  the Registrant's Registration Statement on Form S-1, as
                  amended, File No. 333-74159, and incorporated herein by
                  reference).

ITEM 9. UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                  Section 10(a)(3) of the Securities Act of 1933;

                           (ii)     To reflect in the prospectus any facts or
                  events arising after the effective date of the Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represents a
                  fundamental change in the information set forth in the
                  Registration Statement. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed that
                  which was registered) and any deviation from the low or high
                  end of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than a 20% change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective Registration
                  Statement.

                                      II-2
5

                           (iii)    To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the Registration Statement is on Form S-3 or Form S-8, and
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed by the
         Registrant pursuant to Section 13 or Section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference in this
         Registration Statement.

         (2)      That, for the purpose of determining any liability under the
         Securities Act of 1933, 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.

         (3)      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.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 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.

(h)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant 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 Registrant 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 Act
         and will be governed by the final adjudication of such issue.

                                      II-3
6

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of 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, New York on this 10th day of November,
1999

                                             ALLOY ONLINE, INC.

                                             By /s/ Matthew C. Diamond
                                                --------------------------------
                                                Matthew C. Diamond
                                                Chief Executive Officer

                                             By /s/ Samuel A. Gradess
                                                --------------------------------
                                                Samuel A. Gradess
                                                Chief FinancialOfficer

         Each person whose signature appears below constitutes and appoints
Matthew C. Diamond and Samuel A. Gradess his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, and in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8 of Alloy Online, Inc., 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 full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in or about the premises, as full to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                                Title                 Date
---------                                -----                 ----

/s/ Matthew C. Diamond        Chief Executive Officer          November 10, 1999
--------------------------    and Chairman
Matthew C. Diamond            (principal executive officer)

/s/ James K. Johnson, Jr.     Chief Operating Officer          November 10, 1999
--------------------------    and Director
James K. Johnson, Jr.

/s/ Samuel A. Gradess         Chief Financial Officer          November 10, 1999
--------------------------    Director (principal financial
Samuel A. Gradess             and accounting officer)

                                      II-4
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                              Director                         November 10, 1999
--------------------------
Peter M. Graham

                              Director                         November 10, 1999
--------------------------
David Yarnell

                                      II-5
8

                               ALLOY ONLINE, INC.

                          INDEX TO EXHIBITS FILED WITH
                         FORM S-8 REGISTRATION STATEMENT

(4.1)    Form of Common Stock Certificate (filed as Exhibit 4.1 to the
         Registrant's Registration Statement on Form S-1, as amended, File No.
         333-74159, and incorporated herein by reference).

(4.2)    Restated Certificate of Incorporation of the Registrant (filed as
         Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, as
         amended, File No. 333-74159, and incorporated herein by reference).

(4.3)    Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the
         Registrant's Registration Statement on Form S-1, as amended, File No.
         333-74159, and incorporated herein by reference).

(5)      Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to
         the legality of shares being registered.

(23.1)   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
         (included in opinion of counsel filed as Exhibit 5).

(23.2)   Consent of Arthur Andersen LLP.

(24)     Power of Attorney to file future amendments (set forth on the signature
         page of this Registration Statement).

(99.1)   Restated 1997 Employee, Director and Consultant Stock Option Plan
         (filed as Exhibit 10.2 to the Registrant's Registration Statement on
         Form S-1, as amended, File No. 333-74159, and incorporated herein by
         reference).

(99.2)   1999 Employee Stock Purchase Plan (filed as Exhibit 10.41 to the
         Registrant's Registration Statement on Form S-1, as amended, File
         No. 333-74159, and incorporated herein by reference).

                                      II-6