<PAGE>   1
   As filed with the Securities and Exchange Commission on April 14, 2000
==============================================================================
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                         -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                             VARSITYBOOKS.COM INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                              <C>
             Delaware                                 54-1876848
             --------                                 ----------
  (State or Other Jurisdiction of                  (I.R.S. Employer
  Incorporation or Organization)                  Identification No.)
</TABLE>

                          2020 K Street, NW, 6th Floor
                             Washington, D.C. 20006
                                 (202) 667-3400
                    (Address of Principal Executive Offices)

                           --------------------------
                             VarsityBooks.com Inc.
                             1998 Stock Option Plan
                            (Full Title of the Plan)
                           --------------------------

                                  Eric J. Kuhn
                            Chief Executive Officer
                         2020 K Street, NW,  6th Floor
                             Washington, D.C. 20006
                    (Name and Address of Agent for Service)

                                 (202) 667-3400
         (Telephone Number, Including Area Code, of Agent for Service)

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

                                   Copies to:
                             Andrew M. Tucker, Esq.
                                  Shaw Pittman
                            1676 International Drive
                                McLean, VA 22102
                                 (703) 790-7900

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
 ----------------------------------------------------------------------------------------------------------
                                                 Proposed Maximum       Proposed Maximum       Amount Of
 Title Of Securities To      Amount To Be       Aggregate Offering     Aggregate Offering    Registration
 Be Registered                Registered         Price Per Share             Price                Fee
 ----------------------------------------------------------------------------------------------------------
 <S>                         <C>                    <C>                   <C>                    <C>
 Common Stock,               4,000,000(1)           $10.00(2)             $40,000,000(2)         $10,560
 $.0001 par value
 per share
</TABLE>

(1)      THIS REGISTRATION STATEMENT SHALL ALSO COVER ANY ADDITIONAL SHARES OF
COMMON STOCK WHICH BECOME ISSUABLE UNDER THE VARSITYBOOKS.COM INC. 1998 STOCK
OPTION PLAN BY REASON OF ANY STOCK DIVIDEND, STOCK SPLIT, RECAPITALIZATION OR
OTHER SIMILAR TRANSACTION EFFECTED WITHOUT THE RECEIPT OF CONSIDERATION WHICH
RESULTS IN AN INCREASE IN THE NUMBER OF THE REGISTRANT'S OUTSTANDING SHARES OF
COMMON STOCK.

 (2)     ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
         PURSUANT TO RULE 457(h) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
<PAGE>   2

                                     PART I



              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.          PLAN INFORMATION*

ITEM 2.          REGISTRANT INFORMATION AND OPTION PLAN ANNUAL INFORMATION*

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

*        Information required in Part I of Form S-8 to be contained in a
         prospectus meeting the requirements of Section 10(a) of the Securities
         Act of 1933 is omitted from this Registration Statement in accordance
         with Rule 428(b)(1) under the Securities Act of 1933, as amended (the
         "Securities Act").
<PAGE>   3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission. The following documents, which are on file with the Securities and
Exchange Commission, are incorporated in this Registration Statement by
reference:

                  (a) The Registrant's latest prospectus filed pursuant to Rule
424(b) under the Securities Act, that contains audited financial statements for
the Registrant's latest fiscal year for which such statements have been filed;

                  (b) All other reports filed pursuant to Section 13 (a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the document referred to in (a) above.

                  (c) The description of the common stock of the Registrant,
$.000l par value per share (the "Common Stock"), which is contained in a
registration statement filed under the Exchange Act on January 19, 2000,
including any amendment or report filed for the purpose of updating such
description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares offered hereby have
been sold or which deregisters all shares then remaining unsold, shall be deemed
to be incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this Registration
Statement to the extent a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Jack L. Lewis, whose professional corporation is a member of Shaw
Pittman, serves as the Registrant's secretary.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents, and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.

         Article 7 of the registrant's Seventh Amended and Restated Certificate
of Incorporation provides for the indemnification of directors to the fullest
extent permissible under Delaware law. A director of the Corporation will not
be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived any improper personal benefit. If
the General Corporation Law of the State of Delaware is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors then the liability of a director of the





                                       3
<PAGE>   4

Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware as so amended.

         In addition, to the maximum extent permitted by Delaware law in effect
from time to time, the Corporation will indemnify and pay, or reimburse
reasonable expenses in advance of final disposition of a proceeding, to (a) any
individual who is a current or former director or officer of the Corporation or
(b) any individual who, while a director or officer of the Corporation and at
the request of the Corporation, serves or has served as a director, officer,
partner or trustee of another corporation, partnership, joint venture, trust,
employee benefit plan or any other enterprise from and against any claim or
liability to which such person may become subject or which such person may
incur by reason of his status as a present or former director or officer of the
Corporation.  To the maximum extent permitted by Delaware law in effect from
time to time, the Corporation will, with the approval of the board of
directors, provide such indemnification and advancement of expenses to a person
who served a predecessor of the Corporation in any of the capacities described
in (a) or (b) above and to any employee or agent of the Corporation or a
predecessor of the Corporation.

         Article 6 of the registrant's Amended and Restated Bylaws provides for
the indemnification of officers, directors and third parties acting on behalf
of the registrant to the fullest extent permissible under Delaware law, except
that the Registrant will indemnify such party in connection with a proceeding
(or part thereof) initiated by that party only if the proceeding (or part
thereof) was authorized by the Registrant's board of directors. The
indemnification provided under the Bylaws includes the right to be paid by the
Registrant the expenses in advance of any proceeding for which indemnification
may be had in advance of its final disposition, provided that the payment of
such expenses in advance of any proceeding for which indemnification may be had
in advance of its final disposition may be made only upon delivery to the
Registrant of an undertaking by or on behalf of the indemnified party to repay
all amounts so advanced if it shall ultimately be determined that such party is
not entitled to be indemnified. If a claim for indemnification is not paid by
the Registrant within sixty days after a written claim has been received by the
Registrant, the claimant may at any time thereafter bring suit against the
Registrant to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant will also be paid the expense of prosecuting
such suit.

         In addition, the Bylaws grant the Registrant the authority to purchase
and maintain insurance on behalf of any person who is a director, officer,
employee or agent of the Registrant or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss,
whether or not the Registrant would have the power to indemnify such person
against such expense, liability or loss under the General Corporation Law of
the State of Delaware.

         The Registrant has entered into Indemnification Agreements with each
of its directors and executive officers to indemnify them in the amount and
under the circumstances described above.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.





                                       4
<PAGE>   5
ITEM 8.  EXHIBITS.

     The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.


                                       5


<PAGE>   6

ITEM 9.  UNDERTAKINGS.

         (a)     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;

                          (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 there) which,
                                  individually or the aggregate, represents a
                                  fundamental change in the information set
                                  forth in the registration statement.

                          (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 statements;

                 (2)      That, for the purpose of determining any liability
                          under the Securities Act, 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 securities which remain
                          unsold at the termination of the offering.





                                       6
<PAGE>   7





         (b)     Registrant hereby undertakes that, for purposes of determining
                 any liability under the Securities Act, each filing of the
                 registrant's annual report filed pursuant to Section 13(a) or
                 15(d) of the Exchange Act (and, where applicable, each filing
                 of an employee benefit plan's annual report pursuant to Section
                 15(d) of the  Exchange Act) that is incorporated by reference
                 in the 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.

         (c)     Insofar as indemnification for liabilities arising under the
                 Securities Act 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
                 Securities 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 Securities Act and will be governed by the
                 final adjudication of such issue.





                                       7
<PAGE>   8




                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Washington, D.C., on this 14th day of April, 2000.

                                 VARSITYBOOKS.COM INC.
                                 (Registrant)


                                 /s/ ERIC J. KUHN
                                 -------------------------
                                 Eric J. Kuhn
                                 President, Chairman of the Board of Directors
                                 and Chief Executive Officer

                               POWER OF ATTORNEY

         We, the undersigned officers and directors of VarsityBooks.com Inc.
hereby severally constitute Eric Kuhn and Richard Hozik, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
VarsityBooks.com Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.

         Pursuant to the requirements on the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
                 Name                                      Title                                Date
                 ----                                      -----                                ----

 <S>                                   <C>                                               <C>
 /s/ ERIC J. KUHN                      President, Chairman of the Board of               April 14, 2000
 -------------------------             Directors and Chief Executive Officer
 Eric J. Kuhn                          (Principal Executive Officer)

 /s/ TIMOTHY J. LEVY                   Director                                          April 14, 2000
 -------------------------
 Timothy J. Levy

 /s/ RICHARD HOZIK                     Chief Financial Officer and Director              April 14, 2000
 -------------------------             (Principal Financial and Accounting Officer)
 Richard Hozik


 /s/ JONATHAN N. GRAYER                Director                                          April 14, 2000
 --------------------------
 Jonathan N. Grayer

 /s/ ALLEN L. MORGAN                   Director                                          April 14, 2000
 ------------------------
 Allen L. Morgan


 /s/ ANDREW J. OLESZCZUK               Director                                          April 14, 2000
 --------------------------
 Andrew J. Oleszczuk


 /s/ GENE RIECHERS                     Director                                          April 14, 2000
 -----------------------------
 Gene Riechers

 /s/ JAMES S. ULSAMER                  Director                                          April 14, 2000
 ------------------------------
 James S. Ulsamer
</TABLE>






                                       8
<PAGE>   9
ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
 EXHIBIT
   NO.                         DESCRIPTION
-----------                   ---------------------------------------------------------------------------------
<S>                           <C>
 4.1*                          Specimen Certificate of the Registrant's Common Stock

 4.2*                          Fourth Amended and Restated Investor Rights Agreement

 4.3*                          Registration Rights Agreement with Campus Pipeline dated as of April 27, 1999

 4.4*                          1998 Stock Option Plan

 5.1                           Opinion of Shaw Pittman, counsel to Registrant.

 23.1                          Consent of Shaw Pittman, counsel to Registrant (included in Exhibit 5.1 hereto).

 23.2                          Consent of PricewaterhouseCoopers LLP

 24.1                          Power of Attorney (see signature page hereto).
</TABLE>

         *Incorporated by reference herein from Exhibit to the Registrant's
          Registration Statement on Form S-1 (File No. 333-89049) as declared
          effective by the Commission on February 14, 2000.




                                       9
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{"company-data": {"conformed-name": "VARSITYBOOKS COM INC", "cik": "0001069502", "assigned-sic": "7389", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34876", "film-number": "602530"}, "business-address": {"street1": "1606 20TH ST NW", "street2": "SUITE 1", "city": "WASHINGTON", "state": "DC", "zip": "20009"}}
1
   As filed with the Securities and Exchange Commission on April 14, 2000
==============================================================================
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                         -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                             VARSITYBOOKS.COM INC.
             (Exact name of registrant as specified in its charter)
Delaware                                 54-1876848
             --------                                 ----------
  (State or Other Jurisdiction of                  (I.R.S. Employer
  Incorporation or Organization)                  Identification No.)
2020 K Street, NW, 6th Floor
                             Washington, D.C. 20006
                                 (202) 667-3400
                    (Address of Principal Executive Offices)

                           --------------------------
                             VarsityBooks.com Inc.
                             1998 Stock Option Plan
                            (Full Title of the Plan)
                           --------------------------

                                  Eric J. Kuhn
                            Chief Executive Officer
                         2020 K Street, NW,  6th Floor
                             Washington, D.C. 20006
                    (Name and Address of Agent for Service)

                                 (202) 667-3400
         (Telephone Number, Including Area Code, of Agent for Service)

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

                                   Copies to:
                             Andrew M. Tucker, Esq.
                                  Shaw Pittman
                            1676 International Drive
                                McLean, VA 22102
                                 (703) 790-7900

                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
                                                 Proposed Maximum       Proposed Maximum       Amount Of
 Title Of Securities To      Amount To Be       Aggregate Offering     Aggregate Offering    Registration
 Be Registered                Registered         Price Per Share             Price                Fee
 ----------------------------------------------------------------------------------------------------------
Common Stock,               4,000,000(1)           $10.00(2)             $40,000,000(2)         $10,560
 $.0001 par value
 per share
(1)      THIS REGISTRATION STATEMENT SHALL ALSO COVER ANY ADDITIONAL SHARES OF
COMMON STOCK WHICH BECOME ISSUABLE UNDER THE VARSITYBOOKS.COM INC. 1998 STOCK
OPTION PLAN BY REASON OF ANY STOCK DIVIDEND, STOCK SPLIT, RECAPITALIZATION OR
OTHER SIMILAR TRANSACTION EFFECTED WITHOUT THE RECEIPT OF CONSIDERATION WHICH
RESULTS IN AN INCREASE IN THE NUMBER OF THE REGISTRANT'S OUTSTANDING SHARES OF
COMMON STOCK.

 (2)     ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
         PURSUANT TO RULE 457(h) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.          PLAN INFORMATION*

ITEM 2.          REGISTRANT INFORMATION AND OPTION PLAN ANNUAL INFORMATION*

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

*        Information required in Part I of Form S-8 to be contained in a
         prospectus meeting the requirements of Section 10(a) of the Securities
         Act of 1933 is omitted from this Registration Statement in accordance
         with Rule 428(b)(1) under the Securities Act of 1933, as amended (the
         "Securities Act").
3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission. The following documents, which are on file with the Securities and
Exchange Commission, are incorporated in this Registration Statement by
reference:

                  (a) The Registrant's latest prospectus filed pursuant to Rule
424(b) under the Securities Act, that contains audited financial statements for
the Registrant's latest fiscal year for which such statements have been filed;

                  (b) All other reports filed pursuant to Section 13 (a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the document referred to in (a) above.

                  (c) The description of the common stock of the Registrant,
$.000l par value per share (the "Common Stock"), which is contained in a
registration statement filed under the Exchange Act on January 19, 2000,
including any amendment or report filed for the purpose of updating such
description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares offered hereby have
been sold or which deregisters all shares then remaining unsold, shall be deemed
to be incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this Registration
Statement to the extent a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Jack L. Lewis, whose professional corporation is a member of Shaw
Pittman, serves as the Registrant's secretary.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents, and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.

         Article 7 of the registrant's Seventh Amended and Restated Certificate
of Incorporation provides for the indemnification of directors to the fullest
extent permissible under Delaware law. A director of the Corporation will not
be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived any improper personal benefit. If
the General Corporation Law of the State of Delaware is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors then the liability of a director of the

                                       3
4

Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware as so amended.

         In addition, to the maximum extent permitted by Delaware law in effect
from time to time, the Corporation will indemnify and pay, or reimburse
reasonable expenses in advance of final disposition of a proceeding, to (a) any
individual who is a current or former director or officer of the Corporation or
(b) any individual who, while a director or officer of the Corporation and at
the request of the Corporation, serves or has served as a director, officer,
partner or trustee of another corporation, partnership, joint venture, trust,
employee benefit plan or any other enterprise from and against any claim or
liability to which such person may become subject or which such person may
incur by reason of his status as a present or former director or officer of the
Corporation.  To the maximum extent permitted by Delaware law in effect from
time to time, the Corporation will, with the approval of the board of
directors, provide such indemnification and advancement of expenses to a person
who served a predecessor of the Corporation in any of the capacities described
in (a) or (b) above and to any employee or agent of the Corporation or a
predecessor of the Corporation.

         Article 6 of the registrant's Amended and Restated Bylaws provides for
the indemnification of officers, directors and third parties acting on behalf
of the registrant to the fullest extent permissible under Delaware law, except
that the Registrant will indemnify such party in connection with a proceeding
(or part thereof) initiated by that party only if the proceeding (or part
thereof) was authorized by the Registrant's board of directors. The
indemnification provided under the Bylaws includes the right to be paid by the
Registrant the expenses in advance of any proceeding for which indemnification
may be had in advance of its final disposition, provided that the payment of
such expenses in advance of any proceeding for which indemnification may be had
in advance of its final disposition may be made only upon delivery to the
Registrant of an undertaking by or on behalf of the indemnified party to repay
all amounts so advanced if it shall ultimately be determined that such party is
not entitled to be indemnified. If a claim for indemnification is not paid by
the Registrant within sixty days after a written claim has been received by the
Registrant, the claimant may at any time thereafter bring suit against the
Registrant to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant will also be paid the expense of prosecuting
such suit.

         In addition, the Bylaws grant the Registrant the authority to purchase
and maintain insurance on behalf of any person who is a director, officer,
employee or agent of the Registrant or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss,
whether or not the Registrant would have the power to indemnify such person
against such expense, liability or loss under the General Corporation Law of
the State of Delaware.

         The Registrant has entered into Indemnification Agreements with each
of its directors and executive officers to indemnify them in the amount and
under the circumstances described above.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       4
5
ITEM 8.  EXHIBITS.

     The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.

                                       5
6

ITEM 9.  UNDERTAKINGS.

         (a)     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;

                          (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 there) which,
                                  individually or the aggregate, represents a
                                  fundamental change in the information set
                                  forth in the registration statement.

                          (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 statements;

                 (2)      That, for the purpose of determining any liability
                          under the Securities Act, 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 securities which remain
                          unsold at the termination of the offering.

                                       6
7

         (b)     Registrant hereby undertakes that, for purposes of determining
                 any liability under the Securities Act, each filing of the
                 registrant's annual report filed pursuant to Section 13(a) or
                 15(d) of the Exchange Act (and, where applicable, each filing
                 of an employee benefit plan's annual report pursuant to Section
                 15(d) of the  Exchange Act) that is incorporated by reference
                 in the 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.

         (c)     Insofar as indemnification for liabilities arising under the
                 Securities Act 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
                 Securities 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 Securities Act and will be governed by the
                 final adjudication of such issue.

                                       7
8

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Washington, D.C., on this 14th day of April, 2000.

                                 VARSITYBOOKS.COM INC.
                                 (Registrant)

                                 /s/ ERIC J. KUHN
                                 -------------------------
                                 Eric J. Kuhn
                                 President, Chairman of the Board of Directors
                                 and Chief Executive Officer

                               POWER OF ATTORNEY

         We, the undersigned officers and directors of VarsityBooks.com Inc.
hereby severally constitute Eric Kuhn and Richard Hozik, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
VarsityBooks.com Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.

         Pursuant to the requirements on the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Name                                      Title                                Date
                 ----                                      -----                                ----
/s/ ERIC J. KUHN                      President, Chairman of the Board of               April 14, 2000
 -------------------------             Directors and Chief Executive Officer
 Eric J. Kuhn                          (Principal Executive Officer)

 /s/ TIMOTHY J. LEVY                   Director                                          April 14, 2000
 -------------------------
 Timothy J. Levy

 /s/ RICHARD HOZIK                     Chief Financial Officer and Director              April 14, 2000
 -------------------------             (Principal Financial and Accounting Officer)
 Richard Hozik

 /s/ JONATHAN N. GRAYER                Director                                          April 14, 2000
 --------------------------
 Jonathan N. Grayer

 /s/ ALLEN L. MORGAN                   Director                                          April 14, 2000
 ------------------------
 Allen L. Morgan

 /s/ ANDREW J. OLESZCZUK               Director                                          April 14, 2000
 --------------------------
 Andrew J. Oleszczuk

 /s/ GENE RIECHERS                     Director                                          April 14, 2000
 -----------------------------
 Gene Riechers

 /s/ JAMES S. ULSAMER                  Director                                          April 14, 2000
 ------------------------------
 James S. Ulsamer
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ITEM 8.  EXHIBITS.
EXHIBIT
   NO.                         DESCRIPTION
-----------                   ---------------------------------------------------------------------------------
4.1*                          Specimen Certificate of the Registrant's Common Stock

 4.2*                          Fourth Amended and Restated Investor Rights Agreement

 4.3*                          Registration Rights Agreement with Campus Pipeline dated as of April 27, 1999

 4.4*                          1998 Stock Option Plan

 5.1                           Opinion of Shaw Pittman, counsel to Registrant.

 23.1                          Consent of Shaw Pittman, counsel to Registrant (included in Exhibit 5.1 hereto).

 23.2                          Consent of PricewaterhouseCoopers LLP

 24.1                          Power of Attorney (see signature page hereto).
*Incorporated by reference herein from Exhibit to the Registrant's
          Registration Statement on Form S-1 (File No. 333-89049) as declared
          effective by the Commission on February 14, 2000.

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