<PAGE>
 
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 1997
 
                                                     REGISTRATION NO. 333-
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
 
                               ----------------
 
                                 PEAPOD, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
               DELAWARE                              36-4118175
    (STATE OR OTHER JURISDICTION OF     (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)
 
 
           9933 WOODS DRIVE                             60077
           SKOKIE, ILLINOIS                           (ZIP CODE)
    (ADDRESS OF PRINCIPAL EXECUTIVE
               OFFICES)
 
                                 PEAPOD, INC.
                         1997 LONG-TERM INCENTIVE PLAN
                           (FULL TITLE OF THE PLAN)
 
                                JOHN C. WALDEN
                           EXECUTIVE VICE PRESIDENT,
                                 PEAPOD, INC.
                               9933 WOODS DRIVE
                            SKOKIE, ILLINOIS 60077
                                (847) 583-9400
                     (NAME, ADDRESS, AND TELEPHONE NUMBER,
                  INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                               ----------------
 
                        CALCULATION OF REGISTRATION FEE
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              PROPOSED     PROPOSED
                                               MAXIMUM      MAXIMUM
            TITLE OF                 AMOUNT   OFFERING     AGGREGATE     AMOUNT OF
        SECURITIES TO BE             TO BE    PRICE PER    OFFERING     REGISTRATION
           REGISTERED              REGISTERED   SHARE        PRICE          FEE
------------------------------------------------------------------------------------
<S>                                <C>        <C>       <C>             <C>
Common Stock, $.01 par value.....  4,300,000  $8.50(2)  $365,550,000(2)  $11,076.00
                                   shares(1)
------------------------------------------------------------------------------------
Preferred Stock Purchase Rights..  4,300,000
                                   rights        (3)          (3)            (3)
------------------------------------------------------------------------------------
</TABLE>
-------------------------------------------------------------------------------
(1) This registration statement also covers an additional and indeterminate
    number of shares as may become issuable because of the provisions of the
    Peapod, Inc. 1997 Long-Term Incentive Plan (the "Plan") relating to
    adjustments for changes resulting from stock dividends, stock splits and
    similar changes.
(2) Estimated solely for the purpose of calculating the registration fee and,
    pursuant to Rule 457(h) under the Securities Act of 1933, based upon the
    last sale price of the Common Stock reported on the Nasdaq National Market
    on September 4, 1997.
(3) The Preferred Stock Purchase Rights initially are attached to and trade
    with the shares of Common Stock being registered hereby. Value
    attributable to such Rights, if any, is reflected in the market price of
    the Common Stock.
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
 
                                    PART II
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
  The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by Peapod, Inc. (the "Company") are incorporated
herein by reference:
 
    (a) The Company's Prospectus, dated June 10, 1997, included in the
  Company's Registration Statement on Form S-1 (No. 333-24341);
 
    (b) The Company's Quarterly Report on Form 10-Q for the three months
  ended June 30, 1997; and
 
    (c) The description of the Common Stock, par value $.01 per share, of the
  Company and the description of the related Preferred Stock Purchase Rights,
  which are contained in the Company's Registration Statement on Form 8-A,
  filed May 12, 1997.
 
  All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and all documents filed by the Plan pursuant to Section
15(d) of the Exchange Act, after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration
Statement 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 into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
  Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
  Not applicable.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  Reference is made to Section 145 ("Section 145") of the Delaware General
Corporation Law (the "Delaware GCL") which provides for indemnification of
directors and officers in certain circumstances.
 
  The Delaware GCL, the Company's Restated Certificate of Incorporation, as
amended (the "Charter"), and Restated By-Laws (the "By-Laws") provide for
indemnification of the Company's directors and officers for liabilities and
expenses that they may incur in such capacities. In general, directors and
offices are indemnified with respect to actions taken in good faith in a
manner reasonably believed to be in, or not opposed to, the best interests of
the Company, and with respect to any criminal action or proceeding, actions
that the indemnitee had no reasonable cause to believe were unlawful.
Reference is made to the Company's Charter and By-Laws filed as Exhibits 4.1
and 4.3 hereto, respectively.
 
  In accordance with Section 102(b)(7) of the Delaware GCL, the Company's
Charter provides that directors shall not be personally liable for monetary
damages for breaches of their fiduciary duty as directors except for (i)
breaches of their duty of loyalty to the Company or its stockholders, (ii)
acts or omissions not in good faith or which involve intentional misconduct or
knowing violations of law, (iii) certain transactions under Section 174 of the
Delaware GCL (unlawful payment of dividends) or (iv) transactions from which a
director derives an improper personal benefit.
 
  The Company has indemnity agreements with each of its directors and certain
officers, including its executive officers, that require the Company to
advance expenses to each such director and officer in the event that a claim
is brought against such director or officer with respect to an action for
which the Company is obligated to provide indemnification under the Company's
Charter and By-Laws.
 
  The Underwriting Agreement relating to the Company's initial public offering
of Common Stock pursuant to its Registration Statement on Form S-1 (No. 333-
24341) provides that the Underwriters are obligated, under certain
circumstances, to indemnify directors, officers and controlling persons of the
Company against certain liabilities, including liabilities under the
Securities Act.
 
  The Company maintains directors' and officers' liability insurance coverage.
 
                                     II-1
<PAGE>
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
  Not applicable.
 
ITEM 8. EXHIBITS.
 
<TABLE>
<CAPTION>
 EXHIBIT
   NO.                                DESCRIPTION
 -------                              -----------
 <C>     <S>
  4.1     Restated Certificate of Incorporation of the Company (incorporated
          by reference to Exhibit 3.1 of the Company's Registration Statement
          on Form S-1 (No. 333-24341) (the "IPO Registration Statement")).
  4.2     Certificate of Amendment of the Restated Certificate of
          Incorporation of the Company, dated as of May 30, 1997.
  4.3     Restated By-laws of the Company (incorporated by reference to
          Exhibit 3.2 of the IPO Registration Statement).
  4.4     Rights Agreement, dated as of June 9, 1997, between the Company and
          First Chicago Trust Company of New York, as Rights Agent
          (incorporated by reference to Exhibit 4.1 of the IPO Registration
          Statement).
  5       Opinion of Sidley & Austin.
 10       Peapod, Inc. Employee Stock Purchase Plan.
 23.1     Consent of KPMG Peat Marwick LLP.
 23.2     Consent of KPMG Peat Marwick LLP.
 23.3     Consent of Sidley & Austin (contained in Exhibit 5 hereto).
</TABLE>
 
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 the 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, represent 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 percent change
    in the maximum aggregate offering price set forth in the "Calculation
    of Registration Fee" table in the effective 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 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 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 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 remained unsold at the
  termination of the offering.
 
                                     II-2
<PAGE>
 
  (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
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 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 Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 of 1933 and will be governed by the final adjudication of such
issue.
 
                                      II-3
<PAGE>
 
                                  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 CHICAGO, STATE OF ILLINOIS ON THIS
11TH DAY OF SEPTEMBER, 1997.
 
                                          Peapod, Inc.
 
                                                   /s/ John C. Walden
                                          By: _________________________________
                                                      John C. Walden
                                             Executive Vice President, Finance
                                                 and Business Development
                                             (Authorized Officer and Principal
                                                    Financial Officer)
 
  KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
IMMEDIATELY BELOW CONSTITUTES AND APPOINTS ANDREW B. PARKINSON AND JOHN C.
WALDEN, AND EACH OR ANY OF THEM, HIS TRUE AND LAWFUL ATTORNEY-IN-FACT AND
AGENT, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS
NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL
AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION
STATEMENT, AND TO FILE THE SAME WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS
IN CONNECTION THEREWITH WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING
UNTO SAID ATTORNEY-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 THEIR OR HIS 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 INDICATED, ON THIS 11TH DAY OF SEPTEMBER, 1997.
 
<TABLE>
<CAPTION>
                 SIGNATURE                                   TITLE(S)
                 ---------                                   --------
 
 
<S>                                         <C>
        /s/ Andrew B. Parkinson             Chairman, President and Chief Executive
___________________________________________   Officer (principal executive officer)
            Andrew B. Parkinson
 
        /s/ Thomas L. Parkinson             Executive Vice President, Chief Technology
___________________________________________   Officer and Director
            Thomas L. Parkinson
 
          /s/ John C. Walden                Executive Vice President, Finance and
___________________________________________   Business Development (principal financial
              John C. Walden                  officer)
 
         /s/ Earl W. Rachowicz              Vice President and Controller (principal
___________________________________________   accounting officer)
             Earl W. Rachowicz
 
           /s/ Tasso H. Coin                Director
___________________________________________
               Tasso H. Coin
 
        /s/ Steven M. Friedman              Director
___________________________________________
            Steven M. Friedman
 
                                            Director
___________________________________________
             Trygve E. Myhren
 
        /s/ Seth L. Pierrepont              Director
___________________________________________
            Seth L. Pierrepont
</TABLE>
 
                                     II-4
<PAGE>
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                         DESCRIPTION OF EXHIBIT
 -------                        ----------------------
 <C>     <S>
  4.1     Restated Certificate of Incorporation of the Company (incorporated
          by reference to Exhibit 3.1 of the Company's Registration Statement
          on Form S-1 (No. 333-24341) (the "IPO Registration Statement")).
  4.2*    Certificate of Amendment of the Restated Certificate of
          Incorporation of the Company, dated as of May 30, 1997.
  4.3     Restated By-laws of the Company (incorporated by reference to
          Exhibit 3.2 of the IPO Registration Statement).
  4.4     Rights Agreement, dated as of June 9, 1997, between the Company and
          First Chicago Trust Company of New York, as Rights Agent
          (incorporated by reference to Exhibit 4.1 of the IPO Registration
          Statement).
  5*      Opinion of Sidley & Austin.
 10*      Peapod, Inc. Employee Stock Purchase Plan.
 23.1*    Consent of KPMG Peat Marwick LLP.
 23.2*    Consent of KPMG Peat Marwick LLP.
 23.3*    Consent of Sidley & Austin (contained in Exhibit 5 hereto).
</TABLE>
--------
  *Filed herewith
 
                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18923}]
{"company-data": {"conformed-name": "PEAPOD INC", "cik": "0001036992", "assigned-sic": "7389", "irs-number": "364118175", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35445", "film-number": "97679177"}, "business-address": {"street1": "1033 UNIVERSITY PL", "street2": "STE 375", "city": "EVANSTON", "state": "IL", "zip": "60201", "phone": "8474928900"}, "mail-address": {"street1": "1033 UNIVERSITY PLACEQ", "street2": "STE 375", "city": "EVANSTON", "state": "IL", "zip": "60201"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 1997
 
                                                     REGISTRATION NO. 333-
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
 
                               ----------------
 
                                 PEAPOD, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
               DELAWARE                              36-4118175
    (STATE OR OTHER JURISDICTION OF     (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)
 
 
           9933 WOODS DRIVE                             60077
           SKOKIE, ILLINOIS                           (ZIP CODE)
    (ADDRESS OF PRINCIPAL EXECUTIVE
               OFFICES)
 
                                 PEAPOD, INC.
                         1997 LONG-TERM INCENTIVE PLAN
                           (FULL TITLE OF THE PLAN)
 
                                JOHN C. WALDEN
                           EXECUTIVE VICE PRESIDENT,
                                 PEAPOD, INC.
                               9933 WOODS DRIVE
                            SKOKIE, ILLINOIS 60077
                                (847) 583-9400
                     (NAME, ADDRESS, AND TELEPHONE NUMBER,
                  INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                               ----------------
 
                        CALCULATION OF REGISTRATION FEE
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PROPOSED     PROPOSED
                                               MAXIMUM      MAXIMUM
            TITLE OF                 AMOUNT   OFFERING     AGGREGATE     AMOUNT OF
        SECURITIES TO BE             TO BE    PRICE PER    OFFERING     REGISTRATION
           REGISTERED              REGISTERED   SHARE        PRICE          FEE
------------------------------------------------------------------------------------
Common Stock, $.01 par value.....  4,300,000  $8.50(2)  $365,550,000(2)  $11,076.00
                                   shares(1)
------------------------------------------------------------------------------------
Preferred Stock Purchase Rights..  4,300,000
                                   rights        (3)          (3)            (3)
------------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1) This registration statement also covers an additional and indeterminate
    number of shares as may become issuable because of the provisions of the
    Peapod, Inc. 1997 Long-Term Incentive Plan (the "Plan") relating to
    adjustments for changes resulting from stock dividends, stock splits and
    similar changes.
(2) Estimated solely for the purpose of calculating the registration fee and,
    pursuant to Rule 457(h) under the Securities Act of 1933, based upon the
    last sale price of the Common Stock reported on the Nasdaq National Market
    on September 4, 1997.
(3) The Preferred Stock Purchase Rights initially are attached to and trade
    with the shares of Common Stock being registered hereby. Value
    attributable to such Rights, if any, is reflected in the market price of
    the Common Stock.
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PART II
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
  The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by Peapod, Inc. (the "Company") are incorporated
herein by reference:
 
    (a) The Company's Prospectus, dated June 10, 1997, included in the
  Company's Registration Statement on Form S-1 (No. 333-24341);
 
    (b) The Company's Quarterly Report on Form 10-Q for the three months
  ended June 30, 1997; and
 
    (c) The description of the Common Stock, par value $.01 per share, of the
  Company and the description of the related Preferred Stock Purchase Rights,
  which are contained in the Company's Registration Statement on Form 8-A,
  filed May 12, 1997.
 
  All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and all documents filed by the Plan pursuant to Section
15(d) of the Exchange Act, after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration
Statement 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 into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
  Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
  Not applicable.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  Reference is made to Section 145 ("Section 145") of the Delaware General
Corporation Law (the "Delaware GCL") which provides for indemnification of
directors and officers in certain circumstances.
 
  The Delaware GCL, the Company's Restated Certificate of Incorporation, as
amended (the "Charter"), and Restated By-Laws (the "By-Laws") provide for
indemnification of the Company's directors and officers for liabilities and
expenses that they may incur in such capacities. In general, directors and
offices are indemnified with respect to actions taken in good faith in a
manner reasonably believed to be in, or not opposed to, the best interests of
the Company, and with respect to any criminal action or proceeding, actions
that the indemnitee had no reasonable cause to believe were unlawful.
Reference is made to the Company's Charter and By-Laws filed as Exhibits 4.1
and 4.3 hereto, respectively.
 
  In accordance with Section 102(b)(7) of the Delaware GCL, the Company's
Charter provides that directors shall not be personally liable for monetary
damages for breaches of their fiduciary duty as directors except for (i)
breaches of their duty of loyalty to the Company or its stockholders, (ii)
acts or omissions not in good faith or which involve intentional misconduct or
knowing violations of law, (iii) certain transactions under Section 174 of the
Delaware GCL (unlawful payment of dividends) or (iv) transactions from which a
director derives an improper personal benefit.
 
  The Company has indemnity agreements with each of its directors and certain
officers, including its executive officers, that require the Company to
advance expenses to each such director and officer in the event that a claim
is brought against such director or officer with respect to an action for
which the Company is obligated to provide indemnification under the Company's
Charter and By-Laws.
 
  The Underwriting Agreement relating to the Company's initial public offering
of Common Stock pursuant to its Registration Statement on Form S-1 (No. 333-
24341) provides that the Underwriters are obligated, under certain
circumstances, to indemnify directors, officers and controlling persons of the
Company against certain liabilities, including liabilities under the
Securities Act.
 
  The Company maintains directors' and officers' liability insurance coverage.
 
                                     II-1
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
  Not applicable.
 
ITEM 8. EXHIBITS.
EXHIBIT
   NO.                                DESCRIPTION
 -------                              -----------
4.1     Restated Certificate of Incorporation of the Company (incorporated
          by reference to Exhibit 3.1 of the Company's Registration Statement
          on Form S-1 (No. 333-24341) (the "IPO Registration Statement")).
  4.2     Certificate of Amendment of the Restated Certificate of
          Incorporation of the Company, dated as of May 30, 1997.
  4.3     Restated By-laws of the Company (incorporated by reference to
          Exhibit 3.2 of the IPO Registration Statement).
  4.4     Rights Agreement, dated as of June 9, 1997, between the Company and
          First Chicago Trust Company of New York, as Rights Agent
          (incorporated by reference to Exhibit 4.1 of the IPO Registration
          Statement).
  5       Opinion of Sidley & Austin.
 10       Peapod, Inc. Employee Stock Purchase Plan.
 23.1     Consent of KPMG Peat Marwick LLP.
 23.2     Consent of KPMG Peat Marwick LLP.
 23.3     Consent of Sidley & Austin (contained in Exhibit 5 hereto).
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 the 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, represent 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 percent change
    in the maximum aggregate offering price set forth in the "Calculation
    of Registration Fee" table in the effective 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 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 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 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 remained unsold at the
  termination of the offering.
 
                                     II-2
(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
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 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 Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 of 1933 and will be governed by the final adjudication of such
issue.
 
                                      II-3
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 CHICAGO, STATE OF ILLINOIS ON THIS
11TH DAY OF SEPTEMBER, 1997.
 
                                          Peapod, Inc.
 
                                                   /s/ John C. Walden
                                          By: _________________________________
                                                      John C. Walden
                                             Executive Vice President, Finance
                                                 and Business Development
                                             (Authorized Officer and Principal
                                                    Financial Officer)
 
  KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
IMMEDIATELY BELOW CONSTITUTES AND APPOINTS ANDREW B. PARKINSON AND JOHN C.
WALDEN, AND EACH OR ANY OF THEM, HIS TRUE AND LAWFUL ATTORNEY-IN-FACT AND
AGENT, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS
NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL
AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION
STATEMENT, AND TO FILE THE SAME WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS
IN CONNECTION THEREWITH WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING
UNTO SAID ATTORNEY-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 THEIR OR HIS 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 INDICATED, ON THIS 11TH DAY OF SEPTEMBER, 1997.
SIGNATURE                                   TITLE(S)
                 ---------                                   --------
/s/ Andrew B. Parkinson             Chairman, President and Chief Executive
___________________________________________   Officer (principal executive officer)
            Andrew B. Parkinson
 
        /s/ Thomas L. Parkinson             Executive Vice President, Chief Technology
___________________________________________   Officer and Director
            Thomas L. Parkinson
 
          /s/ John C. Walden                Executive Vice President, Finance and
___________________________________________   Business Development (principal financial
              John C. Walden                  officer)
 
         /s/ Earl W. Rachowicz              Vice President and Controller (principal
___________________________________________   accounting officer)
             Earl W. Rachowicz
 
           /s/ Tasso H. Coin                Director
___________________________________________
               Tasso H. Coin
 
        /s/ Steven M. Friedman              Director
___________________________________________
            Steven M. Friedman
 
                                            Director
___________________________________________
             Trygve E. Myhren
 
        /s/ Seth L. Pierrepont              Director
___________________________________________
            Seth L. Pierrepont
II-4
EXHIBIT INDEX
EXHIBIT
 NUMBER                         DESCRIPTION OF EXHIBIT
 -------                        ----------------------
4.1     Restated Certificate of Incorporation of the Company (incorporated
          by reference to Exhibit 3.1 of the Company's Registration Statement
          on Form S-1 (No. 333-24341) (the "IPO Registration Statement")).
  4.2*    Certificate of Amendment of the Restated Certificate of
          Incorporation of the Company, dated as of May 30, 1997.
  4.3     Restated By-laws of the Company (incorporated by reference to
          Exhibit 3.2 of the IPO Registration Statement).
  4.4     Rights Agreement, dated as of June 9, 1997, between the Company and
          First Chicago Trust Company of New York, as Rights Agent
          (incorporated by reference to Exhibit 4.1 of the IPO Registration
          Statement).
  5*      Opinion of Sidley & Austin.
 10*      Peapod, Inc. Employee Stock Purchase Plan.
 23.1*    Consent of KPMG Peat Marwick LLP.
 23.2*    Consent of KPMG Peat Marwick LLP.
 23.3*    Consent of Sidley & Austin (contained in Exhibit 5 hereto).
--------
  *Filed herewith
 
                                      II-5