<PAGE>   1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1999
                                                      Registration No. 333-_____
================================================================================
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                 PROXICOM, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

                                   52-1770631
                      (IRS employer identification number)

                           11600 Sunrise Valley Drive
                                Reston, VA 20191
                                 (703) 262-3200
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

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

           PROXICOM, INC. AMENDED AND RESTATED 1996 STOCK OPTION PLAN
        PROXICOM, INC. 1997 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                   PROXICOM, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

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

                            Christopher Capuano, Esq.
                                 Proxicom, Inc.
                           11600 Sunrise Valley Drive
                                Reston, VA 20191
                                 (703) 262-3200
            (Name, address and telephone number of Agent for Service)

                                    Copy to:
                             David B. H. Martin, Jr.
                             Hogan & Hartson L.L.P.
                                 Columbia Square
                           555 Thirteenth Street, N.W.
                           Washington, D.C. 20004-1109

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


<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                    AMOUNT          PROPOSED MAXIMUM       PROPOSED MAXIMUM       AMOUNT OF
                  TITLE OF SECURITIES                TO BE           OFFERING PRICE       AGGREGATE OFFERING     REGISTRATION
                    TO BE REGISTERED             REGISTERED(1)       PER SHARE (2)           PRICE (1)(2)         FEE (1)(2)
---------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                <C>                   <C>                    <C>
Common Stock                                       8,350,000             $20.86              $174,181,000          $48,423
---------------------------------------------------------------------------------------------------------------------------------
=================================================================================================================================
</TABLE>

(1) The Registrant is registering 7,000,000, 350,000 and 1,000,000 shares of its
common stock, par value $.01 per share ("Common Stock"), respectively, for
issuance pursuant to its Amended and Restated 1996 Stock Option Plan, 1997 Stock
Option Plan for Non-Employee Directors and Employee Stock Purchase Plan,
respectively.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended.

================================================================================
--------------------------------------------------------------------------------


<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.       PLAN INFORMATION

              The Company will deliver to each employee selected to participate
in the Amended and Restated 1996 Stock Option Plan, 1997 Stock Option Plan for
Non-Employee Directors, and Employee Stock Purchase Plan (the "Plans") the
documents containing the information required by Part I of Form S-8 to be
included in this registration statement. In accordance with Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act") and the
instructions to Part I of Form S-8, these documents will not be filed with the
Securities and Exchange Commission (the "Commission") as part of any prospectus
or prospectus supplement. The Company filed copies of the Plans as exhibits to
its registration statement on Form S-1, SEC Registration Statement No.
333-72297, with the exception of the Amended and Restated 1996 Stock Option
Plan which is being filed herewith.

ITEM 2.       REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

              If participants in the Plans call or write to Christopher Capuano,
Esq., Proxicom, Inc., 11600 Sunrise Valley Drive, Reston, VA 20191 (703)
262-3200, the Company will provide them with copies of the documents
incorporated by reference in Item 3 of Part II of this registration statement
and other documents required to be delivered to participants in the Plans
pursuant to Rule 428(b) under the Securities Act, without charge. The documents
incorporated by reference in Item 3 of Part II of this registration statement
are incorporated by reference in the Section 10(a) prospectuses for each of the
respective Plans.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

              Proxicom, Inc. (the "Company" or the "Registrant") hereby
incorporates by reference into this registration statement the following
documents filed by it with the Commission: (1) prospectus filed with the
Commission on April 20, 1999 pursuant to Securities Act Rule 424(b); and (2)
registration statement on Form 8-A filed with the Commission on April 9, 1999.

              In addition, all documents and reports filed by the Company
subsequent to the date hereof 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 securities offered have been sold or which reregisters all
securities remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be part hereof from the date of filing of
such documents or reports. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that 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 such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.



                                       2
<PAGE>   3


ITEM 4.       DESCRIPTION OF SECURITIES.

              The Company's Common Stock is registered with the Commission under
Section 12 of the Exchange Act.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       The Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws of the Registrant provide for the indemnification of the
Registrant's directors and officers to the fullest extent authorized by, and
subject to the conditions set forth in the General Corporation Law of the State
of Delaware (the "DGCL"), except that the Registrant will indemnify a director
or officer in connection with a proceeding (or part thereof) initiated by such
person only if such proceeding (or part thereof) was authorized by the
Registrant's Board of Directors. The indemnification provided under the Amended
and Restated Certificate of Incorporation and Amended and Restated Bylaws
includes the right to be paid by the Registrant the expenses (including
attorneys' fees) in advance of any proceeding for which indemnification may be
had in advance of its final disposition, provided that the payment of such
expenses (including attorneys' fees) incurred by a director or officer in
advance of the final disposition of a proceeding may be made only upon delivery
to the Registrant of an undertaking by or on behalf of such director or officer
to repay all amounts so paid in advance if it is ultimately determined that such
director or officer is not entitled to be indemnified. Pursuant to the Amended
and Restated Bylaws, if a claim for indemnification is not paid by the
Registrant within 60 days after a written claim has been received by the
Registrant, the claimant may at any time thereafter bring an action against the
Registrant to recover the unpaid amount of the claim, and, if successful in
whole or in part, the claimant will be entitled to be paid also the expense of
prosecuting such action.

       As permitted by the DGCL, the Registrant's Amended and Restated
Certificate of Incorporation provides that directors of the Registrant shall not
be liable to the Registrant 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 Registrant 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 DGCL, relating to
unlawful payment of dividends or unlawful stock purchase or redemption or (iv)
for any transaction from which the director derived an improper personal
benefit. As a result of this provision, the Registrant and its stockholders may
be unable to obtain monetary damages from a director for breach of his or her
duty of care.

       Under the Amended and Restated Bylaws, the Registrant has the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Registrant, or is or was serving at
the request of the Registrant as a director, officer, employee, partner (limited
or general) or agent of another corporation or of a partnership, joint venture,
limited liability company, trust or other enterprise, against any liability
asserted against such person or incurred by such person in any such capacity, or
arising out of such person's status as such, and related expenses, whether or
not the Registrant would have the power to indemnify such person against such
liability under the provisions of the DGCL. The Registrant maintains director
and officer liability insurance on behalf of its directors and officers.



                                       3
<PAGE>   4


ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.

ITEM 8.       EXHIBITS.

<TABLE>
<CAPTION>
      Exhibit
        No.                                        Exhibit
        ---                                        -------
      <S>            <C>
        4.1          Amended and Restated Certificate of Incorporation of the Registrant.*

        4.2          Amended and Restated Bylaws of the Registrant.*

        4.3          Form of Common Stock Certificate of the Registrant.*

         5           Legal Opinion of Christopher Capuano, Esq.

        23           Consent of PricewaterhouseCoopers LLP.

        24           Power of Attorney (included on signature page)

       99.1          Proxicom, Inc. Amended and Restated 1996 Stock Option Plan

       99.2          Proxicom, Inc. 1997 Stock Option Plan for Non-Employee Directors*

       99.3          Proxicom, Inc. Employee Stock Purchase Plan*

                     *Incorporated by reference to the Registrants' Registration Statement
                     on Form S-1, SEC Registration Statement No. 333-72297.
</TABLE>

ITEM 9.       UNDERTAKINGS.

       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;

                            (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, represent
                     a fundamental change in the information set forth in the
                     registration statement;



                                       4
<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-8 (as in
              this case), and the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed with or furnished to the Commission by the
              Registrant pursuant to Section 13 or Section 15(d) of the Exchange
              Act that are incorporated by reference in the registration
              statement.

                     (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 of the securities being registered
              which remain unsold at the termination of the offering.

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

       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 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 or expenses incurred or
paid by a director, officer or controlling person in 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 of 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.



                                       5
<PAGE>   6


                                   SIGNATURES

       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 Reston, state of Virginia on May 28, 1999.

                                           PROXICOM, INC.

                                           By:  /s/ Raul J. Fernandez
                                                --------------------------------
                                                Raul J. Fernandez
                                                Chairman, President and
                                                Chief Executive Officer

                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Raul J. Fernandez and Kenneth J. Tarpey, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, from such person and in each person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement or any
Registration Statement relating to this Registration Statement under Rule 462
and to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his 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 date indicated.

<TABLE>
<CAPTION>
         NAME                                          TITLE                                      DATE
         ----                                          -----                                      ----
<S>                                <C>                                                            <C>
/s/ Raul J. Fernandez              Chairman, President and Chief Executive Officer                May 28, 1999
-------------------------          (Principal Executive Officer)
Raul J. Fernandez


/s/ Kenneth J. Tarpey              Senior Vice President, Chief Financial Officer and             May 28, 1999
-------------------------          Treasurer (Principal Financial and Accounting Officer)
Kenneth J. Tarpey
</TABLE>


<PAGE>   7


       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 28th day of May, 1999.

<TABLE>
<CAPTION>
Signature                                           Title
---------                                           -----

<S>                                <C>
/s/ Brenda A. Wagner               Senior Vice President,
----------------------------       Organizational Strategies and Director
Brenda A. Wagner

/s/ David C. Hodgson               Director
----------------------------
David C. Hodgson

/s/ Jack Kemp                      Director
----------------------------
Jack Kemp

/s/ Theodore J. Leonsis            Director
----------------------------
Theodore J. Leonsis

/s/ John A. McKinley, Jr.          Director
----------------------------
John A. McKinley, Jr.

/s/ Mario M. Morino                Director
----------------------------
Mario M. Morino
</TABLE>


<PAGE>   8

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
      Exhibit
        No.                                        Exhibit
        ---                                        -------
      <S>            <C>
        4.1          Amended and Restated Certificate of Incorporation of the Registrant.*

        4.2          Amended and Restated Bylaws of the Registrant.*

        4.3          Form of Common Stock Certificate of the Registrant.*

         5           Legal Opinion of Christopher Capuano, Esq.

        23           Consent of PricewaterhouseCoopers LLP.

        24           Power of Attorney (included on signature page)

       99.1          Proxicom, Inc. Amended and Restated 1996 Stock Option Plan

       99.2          Proxicom, Inc. 1997 Stock Option Plan for Non-Employee Directors*

       99.3          Proxicom, Inc. Employee Stock Purchase Plan*


                     *Incorporated by reference to the Registrants' Registration Statement
                     on Form S-1, SEC Registration Statement No. 333-72297.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21919}]
{"company-data": {"conformed-name": "PROXICOM INC", "cik": "0001070052", "assigned-sic": "7371", "irs-number": "521770631"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79525", "film-number": "99636925"}, "business-address": {"street1": "11600 SUNRISE VALLEY DR", "city": "RESTON", "state": "VA", "zip": "20191", "phone": "7032623200"}, "mail-address": {"street1": "11600 SUNRISE VALLEY DR", "city": "RESTON", "state": "VA", "zip": "20191"}}
1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1999
                                                      Registration No. 333-_____
================================================================================
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                 PROXICOM, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

                                   52-1770631
                      (IRS employer identification number)

                           11600 Sunrise Valley Drive
                                Reston, VA 20191
                                 (703) 262-3200
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

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

           PROXICOM, INC. AMENDED AND RESTATED 1996 STOCK OPTION PLAN
        PROXICOM, INC. 1997 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                   PROXICOM, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

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

                            Christopher Capuano, Esq.
                                 Proxicom, Inc.
                           11600 Sunrise Valley Drive
                                Reston, VA 20191
                                 (703) 262-3200
            (Name, address and telephone number of Agent for Service)

                                    Copy to:
                             David B. H. Martin, Jr.
                             Hogan & Hartson L.L.P.
                                 Columbia Square
                           555 Thirteenth Street, N.W.
                           Washington, D.C. 20004-1109

                            ------------------------
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                    AMOUNT          PROPOSED MAXIMUM       PROPOSED MAXIMUM       AMOUNT OF
                  TITLE OF SECURITIES                TO BE           OFFERING PRICE       AGGREGATE OFFERING     REGISTRATION
                    TO BE REGISTERED             REGISTERED(1)       PER SHARE (2)           PRICE (1)(2)         FEE (1)(2)
---------------------------------------------------------------------------------------------------------------------------------
Common Stock                                       8,350,000             $20.86              $174,181,000          $48,423
---------------------------------------------------------------------------------------------------------------------------------
=================================================================================================================================
(1) The Registrant is registering 7,000,000, 350,000 and 1,000,000 shares of its
common stock, par value $.01 per share ("Common Stock"), respectively, for
issuance pursuant to its Amended and Restated 1996 Stock Option Plan, 1997 Stock
Option Plan for Non-Employee Directors and Employee Stock Purchase Plan,
respectively.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended.

================================================================================
--------------------------------------------------------------------------------
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.       PLAN INFORMATION

              The Company will deliver to each employee selected to participate
in the Amended and Restated 1996 Stock Option Plan, 1997 Stock Option Plan for
Non-Employee Directors, and Employee Stock Purchase Plan (the "Plans") the
documents containing the information required by Part I of Form S-8 to be
included in this registration statement. In accordance with Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act") and the
instructions to Part I of Form S-8, these documents will not be filed with the
Securities and Exchange Commission (the "Commission") as part of any prospectus
or prospectus supplement. The Company filed copies of the Plans as exhibits to
its registration statement on Form S-1, SEC Registration Statement No.
333-72297, with the exception of the Amended and Restated 1996 Stock Option
Plan which is being filed herewith.

ITEM 2.       REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

              If participants in the Plans call or write to Christopher Capuano,
Esq., Proxicom, Inc., 11600 Sunrise Valley Drive, Reston, VA 20191 (703)
262-3200, the Company will provide them with copies of the documents
incorporated by reference in Item 3 of Part II of this registration statement
and other documents required to be delivered to participants in the Plans
pursuant to Rule 428(b) under the Securities Act, without charge. The documents
incorporated by reference in Item 3 of Part II of this registration statement
are incorporated by reference in the Section 10(a) prospectuses for each of the
respective Plans.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

              Proxicom, Inc. (the "Company" or the "Registrant") hereby
incorporates by reference into this registration statement the following
documents filed by it with the Commission: (1) prospectus filed with the
Commission on April 20, 1999 pursuant to Securities Act Rule 424(b); and (2)
registration statement on Form 8-A filed with the Commission on April 9, 1999.

              In addition, all documents and reports filed by the Company
subsequent to the date hereof 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 securities offered have been sold or which reregisters all
securities remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be part hereof from the date of filing of
such documents or reports. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that 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 such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

                                       2
3

ITEM 4.       DESCRIPTION OF SECURITIES.

              The Company's Common Stock is registered with the Commission under
Section 12 of the Exchange Act.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       The Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws of the Registrant provide for the indemnification of the
Registrant's directors and officers to the fullest extent authorized by, and
subject to the conditions set forth in the General Corporation Law of the State
of Delaware (the "DGCL"), except that the Registrant will indemnify a director
or officer in connection with a proceeding (or part thereof) initiated by such
person only if such proceeding (or part thereof) was authorized by the
Registrant's Board of Directors. The indemnification provided under the Amended
and Restated Certificate of Incorporation and Amended and Restated Bylaws
includes the right to be paid by the Registrant the expenses (including
attorneys' fees) in advance of any proceeding for which indemnification may be
had in advance of its final disposition, provided that the payment of such
expenses (including attorneys' fees) incurred by a director or officer in
advance of the final disposition of a proceeding may be made only upon delivery
to the Registrant of an undertaking by or on behalf of such director or officer
to repay all amounts so paid in advance if it is ultimately determined that such
director or officer is not entitled to be indemnified. Pursuant to the Amended
and Restated Bylaws, if a claim for indemnification is not paid by the
Registrant within 60 days after a written claim has been received by the
Registrant, the claimant may at any time thereafter bring an action against the
Registrant to recover the unpaid amount of the claim, and, if successful in
whole or in part, the claimant will be entitled to be paid also the expense of
prosecuting such action.

       As permitted by the DGCL, the Registrant's Amended and Restated
Certificate of Incorporation provides that directors of the Registrant shall not
be liable to the Registrant 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 Registrant 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 DGCL, relating to
unlawful payment of dividends or unlawful stock purchase or redemption or (iv)
for any transaction from which the director derived an improper personal
benefit. As a result of this provision, the Registrant and its stockholders may
be unable to obtain monetary damages from a director for breach of his or her
duty of care.

       Under the Amended and Restated Bylaws, the Registrant has the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Registrant, or is or was serving at
the request of the Registrant as a director, officer, employee, partner (limited
or general) or agent of another corporation or of a partnership, joint venture,
limited liability company, trust or other enterprise, against any liability
asserted against such person or incurred by such person in any such capacity, or
arising out of such person's status as such, and related expenses, whether or
not the Registrant would have the power to indemnify such person against such
liability under the provisions of the DGCL. The Registrant maintains director
and officer liability insurance on behalf of its directors and officers.

                                       3
4

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.

ITEM 8.       EXHIBITS.
Exhibit
        No.                                        Exhibit
        ---                                        -------
4.1          Amended and Restated Certificate of Incorporation of the Registrant.*

        4.2          Amended and Restated Bylaws of the Registrant.*

        4.3          Form of Common Stock Certificate of the Registrant.*

         5           Legal Opinion of Christopher Capuano, Esq.

        23           Consent of PricewaterhouseCoopers LLP.

        24           Power of Attorney (included on signature page)

       99.1          Proxicom, Inc. Amended and Restated 1996 Stock Option Plan

       99.2          Proxicom, Inc. 1997 Stock Option Plan for Non-Employee Directors*

       99.3          Proxicom, Inc. Employee Stock Purchase Plan*

                     *Incorporated by reference to the Registrants' Registration Statement
                     on Form S-1, SEC Registration Statement No. 333-72297.
ITEM 9.       UNDERTAKINGS.

       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;

                            (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, represent
                     a fundamental change in the information set forth in the
                     registration statement;

                                       4
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-8 (as in
              this case), and the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed with or furnished to the Commission by the
              Registrant pursuant to Section 13 or Section 15(d) of the Exchange
              Act that are incorporated by reference in the registration
              statement.

                     (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 of the securities being registered
              which remain unsold at the termination of the offering.

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

       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 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 or expenses incurred or
paid by a director, officer or controlling person in 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 of 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.

                                       5
6

                                   SIGNATURES

       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 Reston, state of Virginia on May 28, 1999.

                                           PROXICOM, INC.

                                           By:  /s/ Raul J. Fernandez
                                                --------------------------------
                                                Raul J. Fernandez
                                                Chairman, President and
                                                Chief Executive Officer

                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Raul J. Fernandez and Kenneth J. Tarpey, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, from such person and in each person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement or any
Registration Statement relating to this Registration Statement under Rule 462
and to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his 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 date indicated.
NAME                                          TITLE                                      DATE
         ----                                          -----                                      ----
/s/ Raul J. Fernandez              Chairman, President and Chief Executive Officer                May 28, 1999
-------------------------          (Principal Executive Officer)
Raul J. Fernandez

/s/ Kenneth J. Tarpey              Senior Vice President, Chief Financial Officer and             May 28, 1999
-------------------------          Treasurer (Principal Financial and Accounting Officer)
Kenneth J. Tarpey
7

       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 28th day of May, 1999.
Signature                                           Title
---------                                           -----
/s/ Brenda A. Wagner               Senior Vice President,
----------------------------       Organizational Strategies and Director
Brenda A. Wagner

/s/ David C. Hodgson               Director
----------------------------
David C. Hodgson

/s/ Jack Kemp                      Director
----------------------------
Jack Kemp

/s/ Theodore J. Leonsis            Director
----------------------------
Theodore J. Leonsis

/s/ John A. McKinley, Jr.          Director
----------------------------
John A. McKinley, Jr.

/s/ Mario M. Morino                Director
----------------------------
Mario M. Morino
8

                                  EXHIBIT INDEX
Exhibit
        No.                                        Exhibit
        ---                                        -------
4.1          Amended and Restated Certificate of Incorporation of the Registrant.*

        4.2          Amended and Restated Bylaws of the Registrant.*

        4.3          Form of Common Stock Certificate of the Registrant.*

         5           Legal Opinion of Christopher Capuano, Esq.

        23           Consent of PricewaterhouseCoopers LLP.

        24           Power of Attorney (included on signature page)

       99.1          Proxicom, Inc. Amended and Restated 1996 Stock Option Plan

       99.2          Proxicom, Inc. 1997 Stock Option Plan for Non-Employee Directors*

       99.3          Proxicom, Inc. Employee Stock Purchase Plan*

                     *Incorporated by reference to the Registrants' Registration Statement
                     on Form S-1, SEC Registration Statement No. 333-72297.