As filed with the Securities and Exchange Commission on November 23, 1999

                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

          DELAWARE                                           13-3750708
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)

ONE STATION PLACE, STAMFORD, CT  06902
(Address of Principal Executive Offices)


                   AMENDED AND RESTATED 1996 STOCK OPTION PLAN
 NON-QUALIFIED STOCK OPTION AGREEMENTS BETWEEN THE REGISTRANT AND ITS EMPLOYEES
          NON-QUALIFIED STOCK OPTION AGREEMENTS BETWEEN THE REGISTRANT
                         AND ITS NON-EMPLOYEE DIRECTORS
                            (Full title of the plans)

                              SEBASTIAN E. CASSETTA
                             SMARTSERV ONLINE, INC.
                      ONE STATION PLACE, STAMFORD, CT 06902
                                 (203) 353-5950
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:
                              Michael J. Shef, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                                 (212) 704-6000

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.

<PAGE>
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                               Proposed         Proposed
                                                               Maximum          Maximum          Amount of
Title of each class of Securities            Amount to      Offering Price      Aggregate       Registration
        to be Registered                   be Registered      Per Share       Offering Price        Fee
--------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>               <C>               <C>
Common Stock, $.01 par value per share      300,000 (1)        $2.438 (2)        $731,448          $203.34
==============================================================================================================
</TABLE>
(1)   Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby all
      additional  securities  resulting from antidilution  adjustments under the
      Amended and Restated 1996 Stock Option Plan of SmartServ Online, Inc., the
      Non-Qualified Stock Option Agreements between the registrant and employees
      of SmartServ Online,  Inc. and the  Non-Qualified  Stock Option Agreements
      between the registrant  and  non-employee  directors of SmartServ  Online,
      Inc.
(2)   Estimated  solely for the purpose of calculating the  registration  fee on
      the basis of: (a) pursuant to Rule 457(h),  the exercise  prices of 37,497
      options  granted  under the Amended and  Restated  1996 Stock Option Plan,
      193,242 non-qualified stock options granted to employees of the registrant
      under  stock  option  contracts  and 50,000  non-qualified  stock  options
      granted to directors of the registrant under stock option  contracts,  and
      (b)  pursuant to Rule  457(c),  the average of the bid ($15.250) and asked
      ($15.6255)  price on the  Over-the-Counter  Bulletin  Board on November 22
      1999 with  respect  to 19,261  options  issuable  under  the  Amended  and
      Restated 1996 Stock Option Plan.

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the registrant with the Securities and
Exchange  Commission  (Commission File No.0-28008)  pursuant to Section 13(a) of
the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein
by reference:

          (a)  The registrant's  Quarterly Report on Form 10-QSB for the quarter
               ended September 30, 1999;

          (b)  The registrant's  Annual Report on Form 10-KSB for the year ended
               June 30, 1999; and

          (c)  The description of the registrant's common stock contained in the
               registrant's  registration  statement  on Form 8-A filed on March
               19, 1996, including any amendment or report filed for the purpose
               of updating such description.

         All  documents  filed  subsequent  to the  date  of  this  registration
statement pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not required,  since the registrant's  common stock is registered under
Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.



<PAGE>



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145 of  the  General  Corporation  Law  of  Delaware  ("DGCL")
provides that directors,  officers, employees or agents of Delaware corporations
are entitled,  under certain  circumstances,  to be indemnified against expenses
(including  attorneys'  fees)  and other  liabilities  actually  and  reasonably
incurred  by them in  connection  with any suit  brought  against  them in their
capacity as a director,  officer, employee or agent, if they acted in good faith
and in a manner  they  reasonably  believed  to be in or not opposed to the best
interests  of the  corporation,  and with  respect  to any  criminal  action  or
proceeding,  if they  had no  reasonable  cause to  believe  their  conduct  was
unlawful.  Section 145 also provides  that  directors,  officers,  employees and
agents may also be indemnified  against  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by them in connection  with a derivative  suit
bought against them in their capacity as a director, if they acted in good faith
and in a manner  they  reasonably  believed  to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made without
court approval if such person was adjudged liable to the corporation.

         Article Tenth of the registrant's Certificate of Incorporation provides
that the registrant shall indemnify any and all persons whom it shall have power
to indemnify  to the fullest  extent  permitted  by the DGCL.  Article VI of the
registrant's  by-laws  provide that the registrant  shall  indemnify  authorized
representatives  of the registrant to the fullest extent  permitted by the DGCL.
The  registrant's  by-laws also permit the  registrant to purchase  insurance on
behalf of any such person against any liability asserted against such person and
incurred by such person in any capacity, or out of such person's status as such,
whether or not the  registrant  would have the power to  indemnify  such  person
against such liability under the foregoing provision of the by-laws.

         The registrant  maintains a directors and officers liability  insurance
policy with National Union Fire Insurance Company of Pittsburgh,  PA. The policy
insures the directors and officers of the  registrant  against loss arising from
certain  claims made  against  such  directors  or officers by reason of certain
wrongful acts.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

                 Not Applicable.

ITEM 8.   EXHIBITS.

Exhibit
Number            Description
-------           -----------

5.1       Opinion of Parker Chapin Flattau & Klimpl,  LLP, as to the legality of
          the common stock being offered.
23.1      Consent of Parker  Chapin  Flattau & Klimpl,  LLP  (included  in their
          opinion filed as Exhibit 5.1).
23.2      Consent of Ernst & Young LLP.
24.1      Power of attorney of certain  officers and directors of the registrant
          (contained in the signature page).

<PAGE>

99.1      Amended and Restated 1996 Stock Option Plan of SmartServ Online, Inc.
99.2      Form of Incentive Stock Option Contract under the Amended and Restated
          1996 Stock Option Plan.
99.3      Form of  Non-Qualified  Stock  Option  Contract  under the Amended and
          Restated 1996 Stock Option Plan.
99.4      Form of Non-Qualified Stock Option Contract between the registrant and
          its  employees.
99.5      Form of Non-Qualified Stock Option Contract between the registrant and
          its non-employee directors.

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 of 1933,  as amended  (the  "Securities
                    Act");

              (ii)  To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this 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 this  registration
                    statement;

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

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or 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 that is  incorporated by reference in this  registration  statement
shall be


<PAGE>


deemed to be a new  registration  statement  relating to the securities  offered
herein,  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  described in Item 6 above, 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.


<PAGE>


                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant  has duly  caused  this  registration  statement  to be signed on its
behalf by the undersigned,  thereunto duly authorized,  in the City of Stamford,
State of Connecticut, on the 23rd day of November, 1999.

                                     SmartServ Online, Inc.


                                     By:  /s/ SEBASTIAN E. CASSETTA
                                          -----------------------------------
                                          Sebastian E. Cassetta
                                          Chairman of the Board, Chief Executive
                                          Officer and Secretary


                                POWER OF ATTORNEY

         The undersigned directors and officers of SmartServ Online, Inc. hereby
constitute  and  appoint  Sebastian  E.  Cassetta,  Mario F. Rossi and Thomas W.
Haller and each of them,  with full power to act without the other and with full
power of substitution and resubstitution,  our true and lawful attorneys-in-fact
with full power to execute  in our name and behalf in the  capacities  indicated
below any and all amendments (including post-effective amendments and amendments
thereto) to this registration  statement under the Securities Act of 1933 and to
file the same,  with all  exhibits  thereto and other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission and hereby ratify and
confirm  each and  every act and thing  that such  attorneys-in-fact,  or any of
them,  or their  substitutes,  shall  lawfully  do or cause to be done by virtue
thereof.

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

<TABLE>
<CAPTION>

         Signature                                 Title                        Date
         ---------                                 -----                        ----
<S>                                       <C>                               <C>
    /s/ SEBASTIAN E. CASSETTA             Chairman of the Board,            November 23, 1999
---------------------------------------   Chief Executive Officer,
        Sebastian E. Cassetta             Secretary and Director


    /s/ MARIO F. ROSSI                    Vice President and                November 23, 1999
---------------------------------------   Director
        Mario F. Rossi

    /s/ THOMAS W. HALLER                  Vice President and Treasurer      November 23, 1999
---------------------------------------   (Chief Financial Officer and
        Thomas W. Haller                  Chief Accounting Officer)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>                                       <C>                               <C>

---------------------------------------   Director                          November __, 1999
    Claudio Guazzoni

    /S/ ROBERT H. STEELE                  Director                          November 23, 1999
---------------------------------------
    Robert H. Steele

    /S/ L. SCOTT PERRY                    Director                          November 23, 1999
---------------------------------------
    L. Scott Perry

    /S/ CATHERINE CASSEL TALMADGE         Director                          November 23, 1999
---------------------------------------
    Catherine Cassel Talmadge

    /S/ CHARLES R. WOOD                   Director                          November 23, 1999
---------------------------------------
    Charles R. Wood
</TABLE>
<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number            Description
------            -----------

5.1       Opinion of Parker Chapin Flattau & Klimpl,  LLP, as to the legality of
          the common stock being offered.
23.1      Consent of Parker  Chapin  Flattau & Klimpl,  LLP  (included  in their
          opinion filed as Exhibit 5.1).
23.2      Consent of Ernst & Young LLP.
24.1      Power of attorney of certain  officers and directors of the registrant
          (contained in the signature page).
99.1      Amended and Restated 1996 Stock Option Plan of SmartServ Online, Inc.
99.2      Form of Incentive Stock Option Contract under the Amended and Restated
          1996 Stock Option Plan.
99.3      Form of  Non-Qualified  Stock  Option  Contract  under the Amended and
          Restated 1996 Stock Option Plan.
99.4      Form of Non-Qualified Stock Option Contract between registrant and its
          employees.
99.5      Form of Non-Qualified Stock Option Contract between registrant and its
          non-employee directors.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18701}]
{"company-data": {"conformed-name": "SMARTSERV ONLINE INC", "cik": "0001005698", "assigned-sic": "7374", "irs-number": "133750708", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91583", "film-number": "99763651"}, "business-address": {"street1": "METRO CENTER", "street2": "ONE STATION PLACE", "city": "STAMFORD", "state": "CT", "zip": "06902", "phone": "2033535950"}, "mail-address": {"street1": "ONE STATION PLACE", "city": "STAMFORD", "state": "CT", "zip": "06902"}}
As filed with the Securities and Exchange Commission on November 23, 1999

                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

          DELAWARE                                           13-3750708
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)

ONE STATION PLACE, STAMFORD, CT  06902
(Address of Principal Executive Offices)

                   AMENDED AND RESTATED 1996 STOCK OPTION PLAN
 NON-QUALIFIED STOCK OPTION AGREEMENTS BETWEEN THE REGISTRANT AND ITS EMPLOYEES
          NON-QUALIFIED STOCK OPTION AGREEMENTS BETWEEN THE REGISTRANT
                         AND ITS NON-EMPLOYEE DIRECTORS
                            (Full title of the plans)

                              SEBASTIAN E. CASSETTA
                             SMARTSERV ONLINE, INC.
                      ONE STATION PLACE, STAMFORD, CT 06902
                                 (203) 353-5950
 (Name, address and telephone number, including area code, of agent for service)

                                 with a copy to:
                              Michael J. Shef, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                                 (212) 704-6000

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                               Proposed         Proposed
                                                               Maximum          Maximum          Amount of
Title of each class of Securities            Amount to      Offering Price      Aggregate       Registration
        to be Registered                   be Registered      Per Share       Offering Price        Fee
--------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per share      300,000 (1)        $2.438 (2)        $731,448          $203.34
==============================================================================================================
(1)   Pursuant to Rule  416(b),  there shall also be deemed  covered  hereby all
      additional  securities  resulting from antidilution  adjustments under the
      Amended and Restated 1996 Stock Option Plan of SmartServ Online, Inc., the
      Non-Qualified Stock Option Agreements between the registrant and employees
      of SmartServ Online,  Inc. and the  Non-Qualified  Stock Option Agreements
      between the registrant  and  non-employee  directors of SmartServ  Online,
      Inc.
(2)   Estimated  solely for the purpose of calculating the  registration  fee on
      the basis of: (a) pursuant to Rule 457(h),  the exercise  prices of 37,497
      options  granted  under the Amended and  Restated  1996 Stock Option Plan,
      193,242 non-qualified stock options granted to employees of the registrant
      under  stock  option  contracts  and 50,000  non-qualified  stock  options
      granted to directors of the registrant under stock option  contracts,  and
      (b)  pursuant to Rule  457(c),  the average of the bid ($15.250) and asked
      ($15.6255)  price on the  Over-the-Counter  Bulletin  Board on November 22
      1999 with  respect  to 19,261  options  issuable  under  the  Amended  and
      Restated 1996 Stock Option Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the registrant with the Securities and
Exchange  Commission  (Commission File No.0-28008)  pursuant to Section 13(a) of
the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein
by reference:

          (a)  The registrant's  Quarterly Report on Form 10-QSB for the quarter
               ended September 30, 1999;

          (b)  The registrant's  Annual Report on Form 10-KSB for the year ended
               June 30, 1999; and

          (c)  The description of the registrant's common stock contained in the
               registrant's  registration  statement  on Form 8-A filed on March
               19, 1996, including any amendment or report filed for the purpose
               of updating such description.

         All  documents  filed  subsequent  to the  date  of  this  registration
statement pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not required,  since the registrant's  common stock is registered under
Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section  145 of  the  General  Corporation  Law  of  Delaware  ("DGCL")
provides that directors,  officers, employees or agents of Delaware corporations
are entitled,  under certain  circumstances,  to be indemnified against expenses
(including  attorneys'  fees)  and other  liabilities  actually  and  reasonably
incurred  by them in  connection  with any suit  brought  against  them in their
capacity as a director,  officer, employee or agent, if they acted in good faith
and in a manner  they  reasonably  believed  to be in or not opposed to the best
interests  of the  corporation,  and with  respect  to any  criminal  action  or
proceeding,  if they  had no  reasonable  cause to  believe  their  conduct  was
unlawful.  Section 145 also provides  that  directors,  officers,  employees and
agents may also be indemnified  against  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by them in connection  with a derivative  suit
bought against them in their capacity as a director, if they acted in good faith
and in a manner  they  reasonably  believed  to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made without
court approval if such person was adjudged liable to the corporation.

         Article Tenth of the registrant's Certificate of Incorporation provides
that the registrant shall indemnify any and all persons whom it shall have power
to indemnify  to the fullest  extent  permitted  by the DGCL.  Article VI of the
registrant's  by-laws  provide that the registrant  shall  indemnify  authorized
representatives  of the registrant to the fullest extent  permitted by the DGCL.
The  registrant's  by-laws also permit the  registrant to purchase  insurance on
behalf of any such person against any liability asserted against such person and
incurred by such person in any capacity, or out of such person's status as such,
whether or not the  registrant  would have the power to  indemnify  such  person
against such liability under the foregoing provision of the by-laws.

         The registrant  maintains a directors and officers liability  insurance
policy with National Union Fire Insurance Company of Pittsburgh,  PA. The policy
insures the directors and officers of the  registrant  against loss arising from
certain  claims made  against  such  directors  or officers by reason of certain
wrongful acts.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

                 Not Applicable.

ITEM 8.   EXHIBITS.

Exhibit
Number            Description
-------           -----------

5.1       Opinion of Parker Chapin Flattau & Klimpl,  LLP, as to the legality of
          the common stock being offered.
23.1      Consent of Parker  Chapin  Flattau & Klimpl,  LLP  (included  in their
          opinion filed as Exhibit 5.1).
23.2      Consent of Ernst & Young LLP.
24.1      Power of attorney of certain  officers and directors of the registrant
          (contained in the signature page).
99.1      Amended and Restated 1996 Stock Option Plan of SmartServ Online, Inc.
99.2      Form of Incentive Stock Option Contract under the Amended and Restated
          1996 Stock Option Plan.
99.3      Form of  Non-Qualified  Stock  Option  Contract  under the Amended and
          Restated 1996 Stock Option Plan.
99.4      Form of Non-Qualified Stock Option Contract between the registrant and
          its  employees.
99.5      Form of Non-Qualified Stock Option Contract between the registrant and
          its non-employee directors.

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 of 1933,  as amended  (the  "Securities
                    Act");

              (ii)  To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this 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 this  registration
                    statement;

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

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or 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 that is  incorporated by reference in this  registration  statement
shall be
deemed to be a new  registration  statement  relating to the securities  offered
herein,  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  described in Item 6 above, 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.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant  has duly  caused  this  registration  statement  to be signed on its
behalf by the undersigned,  thereunto duly authorized,  in the City of Stamford,
State of Connecticut, on the 23rd day of November, 1999.

                                     SmartServ Online, Inc.

                                     By:  /s/ SEBASTIAN E. CASSETTA
                                          -----------------------------------
                                          Sebastian E. Cassetta
                                          Chairman of the Board, Chief Executive
                                          Officer and Secretary

                                POWER OF ATTORNEY

         The undersigned directors and officers of SmartServ Online, Inc. hereby
constitute  and  appoint  Sebastian  E.  Cassetta,  Mario F. Rossi and Thomas W.
Haller and each of them,  with full power to act without the other and with full
power of substitution and resubstitution,  our true and lawful attorneys-in-fact
with full power to execute  in our name and behalf in the  capacities  indicated
below any and all amendments (including post-effective amendments and amendments
thereto) to this registration  statement under the Securities Act of 1933 and to
file the same,  with all  exhibits  thereto and other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission and hereby ratify and
confirm  each and  every act and thing  that such  attorneys-in-fact,  or any of
them,  or their  substitutes,  shall  lawfully  do or cause to be done by virtue
thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                 Title                        Date
         ---------                                 -----                        ----
/s/ SEBASTIAN E. CASSETTA             Chairman of the Board,            November 23, 1999
---------------------------------------   Chief Executive Officer,
        Sebastian E. Cassetta             Secretary and Director

    /s/ MARIO F. ROSSI                    Vice President and                November 23, 1999
---------------------------------------   Director
        Mario F. Rossi

    /s/ THOMAS W. HALLER                  Vice President and Treasurer      November 23, 1999
---------------------------------------   (Chief Financial Officer and
        Thomas W. Haller                  Chief Accounting Officer)
---------------------------------------   Director                          November __, 1999
    Claudio Guazzoni

    /S/ ROBERT H. STEELE                  Director                          November 23, 1999
---------------------------------------
    Robert H. Steele

    /S/ L. SCOTT PERRY                    Director                          November 23, 1999
---------------------------------------
    L. Scott Perry

    /S/ CATHERINE CASSEL TALMADGE         Director                          November 23, 1999
---------------------------------------
    Catherine Cassel Talmadge

    /S/ CHARLES R. WOOD                   Director                          November 23, 1999
---------------------------------------
    Charles R. Wood
EXHIBIT INDEX

Exhibit
Number            Description
------            -----------

5.1       Opinion of Parker Chapin Flattau & Klimpl,  LLP, as to the legality of
          the common stock being offered.
23.1      Consent of Parker  Chapin  Flattau & Klimpl,  LLP  (included  in their
          opinion filed as Exhibit 5.1).
23.2      Consent of Ernst & Young LLP.
24.1      Power of attorney of certain  officers and directors of the registrant
          (contained in the signature page).
99.1      Amended and Restated 1996 Stock Option Plan of SmartServ Online, Inc.
99.2      Form of Incentive Stock Option Contract under the Amended and Restated
          1996 Stock Option Plan.
99.3      Form of  Non-Qualified  Stock  Option  Contract  under the Amended and
          Restated 1996 Stock Option Plan.
99.4      Form of Non-Qualified Stock Option Contract between registrant and its
          employees.
99.5      Form of Non-Qualified Stock Option Contract between registrant and its
          non-employee directors.